Common use of Sale of the Notes Clause in Contracts

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this Agreement. Promptly after the Transfer (other than a Transfer to a Securitization Trust), the non-transferring Note Holder(s) shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) if such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization Trust. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a Rating Agency Confirmation is obtained, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to a Borrower Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentenceotherwise provided in Section 14(c) below, each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (or a participation interest in such Note) (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this Agreement. Promptly after the Transfer (other than a Transfer to a Securitization Trust)any such Transfer, the any non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a each transferee or the applicable transferring Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentencesentence or a Transfer by a Note Holder to an entity that constitutes a Qualified Institutional Lender pursuant to clause (b)(iii) of the definition thereof) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) if any such non-transferring Note Holder’s Note is held in a Securitization Trust, provide each of the applicable engaged Rating Agencies for such Securitization Trust with a Rating Agency Communication (or, if the transferring Note Holder is the Lead Securitization Note Holder, obtain a Rating Agency Confirmation from each of the applicable Rating Agency then rating the securities of Agencies for such Securitization Trust). Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such any non-transferring Note Holder’s Note is held in a Securitization Trust, until a Rating Agency Confirmation is obtainedobtained from each engaged Rating Agency for such Securitization Trust, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Communication or Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder or of any other Person or having to provide any Rating Agency Communication or having to obtain any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of the Lead Securitization Note(s) together with all of the Notes togetherNon-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will shall not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all (either (i) directly or (ii) indirectly through entering into a derivatives contract or any portion other similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d) hereof) of its respective a Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (a1) obtain prior to a Securitization, the consent of each the non-transferring Note Holder and or (b2) if after a Securitization of such non-transferring Note Holder’s Note is held in a Securitization TrustNote, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization TrustConfirmation. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will shall not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a without Rating Agency Confirmation is obtainedConfirmation, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in a its Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, together in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Mortgage Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (or a participation interest in such Note) (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this Agreement; provided, however, that with respect to any transfer of the Controlling Note into a securitization in reliance on clause (b), clause (c)(iii)(1) or clause (c)(iii)(2) of the definition of Qualified Institutional Lender, the special servicer and related servicing arrangements shall satisfy the requirements of clause (c)(iii)(2) of such definition regardless which of such three clauses is relied upon for such transfer. Promptly after the Transfer (other than a Transfer to a Securitization Trust)any such Transfer, the any non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a each transferee or the applicable transferring Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentencesentence or a Transfer by a Note Holder to an entity that constitutes a Qualified Institutional Lender pursuant to clause (c)(iii) of the definition thereof) and (y) a copy of the assignment and assumption agreement referred to in Section 1515 (unless the transferee is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to comply with this Agreement). If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) if any such non-transferring Note Holder’s Note is held in a Securitization Trust, as and to the extent required by the applicable Securitization Servicing Agreement, deliver a Rating Agency Communication (if a Rating Agency Confirmation is not required thereunder) to, or obtain a Rating Agency Confirmation from from, each of the applicable engaged Rating Agency then rating the securities of Agencies for such Securitization Trust. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such any non-transferring Note Holder’s Note is held in a Securitization Trust, until without a Rating Agency Confirmation is obtainedfrom, or Rating Agency Communication to, as applicable, each engaged Rating Agency for such Securitization Trust, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Confirmation or Rating Agency Communication in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder or of any other Person or having to provide any Rating Agency ConfirmationConfirmation or Rating Agency Communication, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note, other than to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of the Lead Securitization Note together with all of the Notes togetherNon-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentenceotherwise provided in Section 14(c) below, each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (or a participation interest in such Note) (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this Agreement. Promptly after the Transfer (other than a Transfer to a Securitization Trust)any such Transfer, the any non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a each transferee or the applicable transferring Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentencesentence or a Transfer by a Note Holder to an entity that constitutes a Qualified Institutional Lender pursuant to clause (b)(iii) of the definition thereof) and (y) a copy of the assignment and assumption agreement referred to in Section 1515 (unless the transferee is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to comply with this Agreement). If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) if any such non-transferring Note Holder’s Note is held in a Securitization Trust, provide each of the applicable engaged Rating Agencies for such Securitization Trust with a Rating Agency Communication (or, if the transferring Note Holder is the Lead Securitization Note Holder, obtain a Rating Agency Confirmation from each of the applicable Rating Agency then rating the securities of Agencies for such Securitization Trust). Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such any non-transferring Note Holder’s Note is held in a Securitization Trust, until a Rating Agency Confirmation is obtainedobtained from each engaged Rating Agency for such Securitization Trust, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to a Borrower Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Communication or Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder or of any other Person or having to provide any Rating Agency Communication or having to obtain any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note, other than to a Borrower Party. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of the Lead Securitization Note(s) together with all of the Notes togetherNon-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Note Holder Each Noteholder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of Transfer all or any portion of its respective Note except in accordance with this Section 14. Each Noteholder agrees it shall not Transfer more than 49% (a “Transfer”in the aggregate) of its beneficial interest in its Note, except to a Qualified Institutional Lender Lender, unless (i) prior to a Securitization of any Note, the other Noteholders have consented to such Transfer, in accordance with which case the terms of related transferee (and its Affiliates) shall thereafter be deemed to be a “Qualified Institutional Lender” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Institutional Lender” for all purposes under this Agreement, or (iii) such Transfer is in connection with a sale by a Securitization Trust; provided that if such Transfer is a Transfer of the Lead Securitization Note, such Transfer is to a Qualified Institutional Lender. Promptly after the Transfer With respect to any Transfers pursuant to (other than i) or (ii) above (except with respect to a Transfer to a Securitization Trust), the non-transferring Note Holder(s) shall be provided with such transferee must (x) a representation from a transferee or assume in writing the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in obligations of the case transferring Noteholder hereunder and agree to be bound by the terms and provisions of a Transfer in accordance with this Agreement and, if applicable, the immediately following sentence) Servicing Agreement and (y) a copy remake each of the assignment representations and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain warranties contained herein for the consent benefit of each non-transferring Note Holder and (b) if such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization Trustother Noteholders. Notwithstanding the foregoing, without the non-transferring Note HolderNoteholder’s prior consent (which will not be unreasonably withheld), and, if such non-non transferring Note HolderNoteholder’s Note is held in a Securitization TrustSecuritization, until without a Rating Agency Confirmation is obtainedfrom each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Note Holder Noteholder shall Transfer all or any portion of its Note (to a Mortgage Loan Borrower or a participation interest in such Note) to a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each the non-transferring Note Holder and (b) and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation confirmation in writing from each Rating Agency that such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities of such Securitization Trustissued pursuant to the related Securitization. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until without a confirmation in writing from each Rating Agency Confirmation is obtainedthat such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall will pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in a its Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes togetherNote A-1 together with Note A-2, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 1516 (unless the transferee is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to comply with this Agreement). If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each the non-transferring Note Holder and (b) and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation confirmation in writing from each Rating Agency that such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities of such Securitization Trustissued pursuant to the related Securitization. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until without a confirmation in writing from each Rating Agency Confirmation is obtainedthat such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a15(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Mortgage Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Note Holder Each Noteholder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of Transfer all or any portion of its respective Note except in accordance with this Section 14. Each Noteholder agrees it shall not Transfer more than 49% (a “Transfer”in the aggregate) of its beneficial interest in its Note, except to a Qualified Institutional Lender Lender, unless (i) prior to a Securitization of any Note, the other Noteholders have consented to such Transfer, in accordance with which case the terms of related transferee (and its Affiliates) shall thereafter be deemed to be a “Qualified Institutional Lender” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Institutional Lender” for all purposes under this Agreement, or (iii) such Transfer is in connection with a sale by a Securitization Trust; provided that if such Transfer is a Transfer of the Lead Securitization Note, such Transfer is to a Qualified Institutional Lender. Promptly after the Transfer With respect to any Transfers pursuant to (other than i) or (ii) above (except with respect to a Transfer to a Securitization Trust), the non-transferring Note Holder(s) shall be provided with such transferee must (x) a representation from a transferee or assume in writing the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in obligations of the case transferring Noteholder hereunder and agree to be bound by the terms and provisions of a Transfer in accordance with this Agreement and, if applicable, the immediately following sentence) Servicing Agreement and (y) a copy remake each of the assignment representations and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain warranties contained herein for the consent benefit of each non-transferring Note Holder and (b) if such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization Trustother Noteholders. Notwithstanding the foregoing, without the non-transferring Note HolderNoteholder’s prior consent (which will not be unreasonably withheld), and, if such non-non transferring Note HolderNoteholder’s Note is held in a Securitization TrustSecuritization, until without a Rating Agency Confirmation is obtainedfrom each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Note Holder Noteholder shall Transfer all or any portion of its Note (or a participation interest in such Note) to a Borrower Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all (either (i) directly or (ii) indirectly through entering into a derivatives contract or any portion other similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of its respective a Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)any Transfer, the non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a the transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (ax) obtain prior to a Securitization, the consent of each non-transferring Note Holder, in which case such new Note Holder and shall be deemed to be a Qualified Institutional Lender pursuant to this Agreement, or (b2) if after a Securitization of such non-transferring Note Holder’s Note is held in a Securitization TrustNote, obtain a Rating Agency Confirmation from each of the applicable Rating Agency then rating the securities of Agencies for such Securitization TrustTrust (after which, such new Note Holder shall be deemed to be a Qualified Institutional Lender pursuant to this Agreement). Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a without Rating Agency Confirmation is obtainedConfirmation, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Borrower Party Affiliate and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void ab initio and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall will pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in its Note whether or not the related transferee is a NoteQualified Institutional Lender. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 1516 (unless the transferee is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to comply with this Agreement). If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) and, if any such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation confirmation in writing from each Rating Agency that such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities of such Securitization Trustissued pursuant to the related Securitization. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such any non-transferring Note Holder’s Note is held in a Securitization Trust, until without a confirmation in writing from each related Rating Agency Confirmation is obtainedthat such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a15(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Mortgage Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all (either (i) directly or (ii) indirectly through entering into a derivatives contract or any portion other similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of its respective a Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (ax) obtain prior to a Securitization, the consent of each non-transferring Note Holder and or (b2) if after a Securitization of such non-transferring Note Holder’s Note is held in a Securitization TrustNote, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization TrustConfirmation. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a without Rating Agency Confirmation is obtainedConfirmation, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall will pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in a its Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a Rating Agency Confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency Confirmation hereunder and the condition for such Rating Agency Confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentenceotherwise provided in Section 14(c) below, each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (or a participation interest in such Note) (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this Agreement. Promptly after the Transfer (other than a Transfer to a Securitization Trust)any such Transfer, the any non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a each transferee or the applicable transferring Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentencesentence or a Transfer by a Note Holder to an entity that constitutes a Qualified Institutional Lender pursuant to clause (b)(iii) of the definition thereof) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) if any such non-transferring Note Holder’s Note is held in a Securitization Trust, provide each of the applicable engaged Rating Agencies for such Securitization Trust with a Rating Agency Communication (or, if the transferring Note Holder is the Lead Securitization Note Holder, obtain a Rating Agency Confirmation from each of the applicable Rating Agency then rating the securities of Agencies for such Securitization Trust). Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such any non-transferring Note Holder’s Note is held in a Securitization Trust, until a Rating Agency Confirmation is obtainedobtained from each engaged Rating Agency for such Securitization Trust, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Communication or Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder or of any other Person or having to provide any Rating Agency Communication or having to obtain any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of the Lead Securitization Note together with all of the Notes togetherNon-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the each non-transferring Note Holder(s) Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 1515 (unless the transferee is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to comply with this Agreement). If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation confirmation in writing from each Rating Agency that such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities of such Securitization Trustissued pursuant to the related Securitization. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until without a confirmation in writing from each Rating Agency Confirmation is obtainedthat such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the each non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of the Lead Securitization Note, together with all of the Notes togetherNon-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Mortgage Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all (either (i) directly or (ii) indirectly through entering into a derivatives contract or any portion other similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of its respective a Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization as to which the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each the non-transferring Note Holder and (b) and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation confirmation in writing from each Rating Agency that such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities of such Securitization Trustissued pursuant to the related Securitization. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until without a confirmation in writing from each Rating Agency Confirmation is obtainedthat such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder Xxxxxx agrees that it shall will pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all (either (i) directly or (ii) indirectly through entering into a derivatives contract or any portion other similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of its respective a Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)any such Transfer, the any non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a each transferee or the applicable transferring Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to an entity that constitutes a Qualified Institutional Lender pursuant to clause (c)(iii) of the definition thereof (and the related pooling and servicing agreement or similar agreement requires the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) if any such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain provide each of the applicable engaged Rating Agencies for such Securitization Trust with a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization TrustCommunication. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such any non-transferring Note Holder’s Note is held in a Securitization Trust, until a Rating Agency Confirmation Communication is obtainedprovided to each engaged Rating Agency for such Securitization Trust, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to a Mortgage Loan Borrower Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Confirmation Communication in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder or of any other Person or having to provide any Rating Agency ConfirmationCommunication, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in a its Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan defaulted loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all (either (i) directly or (ii) indirectly through entering into a derivatives contract or any portion other similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of its respective a Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (ax) obtain prior to a Securitization, the consent of each the non-transferring Note Holder and or (b2) if after a Securitization of such non-transferring Note Holder’s Note is held in a Securitization TrustNote, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization TrustConfirmation. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a without Rating Agency Confirmation is obtainedConfirmation, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall will pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in a its Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes togetherNote A-1 together with Note A-2, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all (either (i) directly or (ii) indirectly through entering into a derivatives contract or any portion other similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of its respective a Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization as to which the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each the non-transferring Note Holder and (b) and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation confirmation in writing from each Rating Agency that such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities of such Securitization Trustissued pursuant to the related Securitization. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until without a confirmation in writing from each Rating Agency Confirmation is obtainedthat such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall will pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes togetherNote A-1 together with Note A-2, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (or a participation interest in such Note) (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this Agreement. Promptly after the Transfer (other than a Transfer to a Securitization Trust)any such Transfer, the any non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a each transferee or the applicable transferring Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentencesentence or a Transfer by a Note Holder to an entity that constitutes a Qualified Institutional Lender pursuant to clause (c)(iii) of the definition thereof) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) if any such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain provide each of the applicable engaged Rating Agencies for such Securitization Trust with a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization TrustCommunication. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such any non-transferring Note Holder’s Note is held in a Securitization Trust, until a Rating Agency Confirmation Communication is obtainedprovided to each engaged Rating Agency for such Securitization Trust, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Confirmation Communication in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder or of any other Person or having to provide any Rating Agency ConfirmationCommunication, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of the Lead Securitization Note together with all of the Notes togetherNon-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the each non-transferring Note Holder(s) Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) if such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization Trust. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a Rating Agency Confirmation is obtained, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the each non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder Holders or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all (either (i) directly or (ii) indirectly through entering into a derivatives contract or any portion other similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of its respective a Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-non- transferring Note Holder(s) Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (ax) obtain prior to a Securitization, the consent of each the non-transferring Note Holder and or (b2) if after a Securitization of such non-transferring Note Holder’s Note is held in a Securitization TrustNote, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization TrustConfirmation. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a without Rating Agency Confirmation is obtainedConfirmation, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall will pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in a its Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes togetherNote A-1 together with Note A-2, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all (either (i) directly or (ii) indirectly through entering into a derivatives contract or any portion other similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of its respective a Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (ax) obtain prior to a Securitization, the consent of each non-transferring Note Holder and or (b2) if such non-transferring after a Securitization of any Note Holder’s Note is held in a Securitization TrustNote, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization TrustConfirmation. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a without Rating Agency Confirmation is obtainedConfirmation, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall will pay the expenses of the non-transferring Note Holder Holders (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in a its Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, together in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Note Holder Each Noteholder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of Transfer all or any portion of its respective Note except in accordance with this Section 14. Each Noteholder agrees it shall not Transfer more than 49% (a “Transfer”in the aggregate) of its beneficial interest in its Note, except to a Qualified Institutional Lender Lender, unless (i) prior to a Securitization of any Note, the other Noteholders have consented to such Transfer, in accordance with which case the terms of related transferee (and its Affiliates) shall thereafter be deemed to be a “Qualified Institutional Lender” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Institutional Lender” for all purposes under this Agreement, or (iii) such Transfer is in connection with a sale by a Securitization Trust; provided that if such Transfer is a Transfer of the Lead Securitization Note, such Transfer is to a Qualified Institutional Lender. Promptly after the Transfer With respect to any Transfers pursuant to (other than i) or (ii) above (except with respect to a Transfer to a Securitization Trust), the non-transferring Note Holder(s) shall be provided with such transferee must (x) a representation from a transferee or assume in writing the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in obligations of the case transferring Noteholder hereunder and agree to be bound by the terms and provisions of a Transfer in accordance with this Agreement and, if applicable, the immediately following sentence) Servicing Agreement and (y) a copy remake each of the assignment representations and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain warranties contained herein for the consent benefit of each non-transferring Note Holder and (b) if such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization Trustother Noteholders. Notwithstanding the foregoing, without the non-transferring Note HolderNoteholder’s prior consent (which will not be unreasonably withheld), and, if such non-non transferring Note HolderNoteholder’s Note is held in a Securitization TrustSecuritization, until without a Rating Agency Confirmation is obtainedfrom each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Note Holder Noteholder shall Transfer all or any portion of its Note (to a Mortgage Loan Borrower or a participation interest in such Note) to a Borrower Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (or a participation interest in such Note) (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this Agreement. Promptly after the Transfer (other than a Transfer to a Securitization Trust)any such Transfer, the any non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a each transferee or the applicable transferring Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentencesentence or a Transfer by a Note Holder to an entity that constitutes a Qualified Institutional Lender pursuant to clause (c)(iii) of the definition thereof) and (y) a copy of the assignment and assumption agreement referred to in Section 1515 (unless the transferee is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to comply with this Agreement). If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) if any such non-transferring Note Holder’s Note is held in a Securitization Trust, as and to the extent required by the applicable Securitization Servicing Agreement, deliver a Rating Agency Communication (if a Rating Agency Confirmation is not required thereunder) to, or obtain a Rating Agency Confirmation from from, each of the applicable engaged Rating Agency then rating the securities of Agencies for such Securitization Trust. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such any non-transferring Note Holder’s Note is held in a Securitization Trust, until without a Rating Agency Confirmation is obtainedfrom or Rating Agency Communication to, as applicable, each engaged Rating Agency for such Securitization Trust, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Confirmation or Rating Agency Communication in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder or of any other Person or having to provide any Rating Agency ConfirmationConfirmation or Rating Agency Communication, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of the Lead Securitization Note together with all of the Notes togetherNon-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a Rating Agency Confirmation, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency Confirmation hereunder and the condition for such Rating Agency Confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as with the consents contemplated by the second following sentence, each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the each non-transferring Note Holder(s) Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the written consent of each non-transferring Note Holder and (b) or, if such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation from each of the applicable engaged Rating Agency then rating the securities of Agencies for such Securitization Trust. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior written consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until without a Rating Agency Confirmation is obtainedfrom each of the applicable engaged Rating Agencies for such Securitization, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the each non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any obtaining Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without receipt of Rating Agency Confirmation and without the need to obtain the consent of the other Note Holder Holders or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Mortgage Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the each non-transferring Note Holder(s) Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 1515 (unless the transferee is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to comply with this Agreement). If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation confirmation in writing from each Rating Agency that such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities of such Securitization Trustissued pursuant to the related Securitization. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until without a confirmation in writing from each Rating Agency Confirmation is obtainedthat such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the each non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes togetherNote A-1, together with Note A-2, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Mortgage Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all (either (i) directly or (ii) indirectly through entering into a derivatives contract or any portion other similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of its respective a Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)any Transfer, the non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a the transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (ax) obtain prior to a Securitization, the consent of each non-transferring Note Holder, in which case such new Note Holder and shall be deemed to be a Qualified Institutional Lender pursuant to this Agreement, or (b2) if after a Securitization of such non-transferring Note Holder’s Note is held in a Securitization TrustNote, obtain a Rating Agency Confirmation from each of the applicable Rating Agency then rating the securities of Agencies for such Securitization TrustTrust (after which, such new Note Holder shall be deemed to be a Qualified Institutional Lender pursuant to this Agreement). Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a without Rating Agency Confirmation is obtainedConfirmation, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Borrower Party Affiliate and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void ab initio and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall will pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in its Note whether or not the related transferee is a NoteQualified Institutional Lender. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Specially Serviced Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all (either (i) directly or (ii) indirectly through entering into a derivatives contract or any portion other similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of its respective a Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (ax) obtain prior to a Securitization, the consent of each the non-transferring Note Holder and or (by) if after a Securitization of such non-transferring Note Holder’s Note is held in a Securitization TrustNote, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization TrustConfirmation. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a without Rating Agency Confirmation is obtainedConfirmation, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall will pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in a its Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes togetherNote A-1 together with Note A-2, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this Agreement. Promptly after the Transfer (other than a Transfer to a Securitization Trust), the non-transferring Note Holder(s) shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) if such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization Trust. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a Rating Agency Confirmation is obtained, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to a Borrower Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer forty-nine percent (49% %) or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan to a single member limited liability or limited partnership, one hundred percent (100% %) of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Note Holder Each Subordinate Noteholder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of Transfer all or any portion of its respective Note except in accordance with this Section 19. Each Subordinate Noteholder shall have the right, without the need to obtain the consent of any other Noteholder or any other Person, to Transfer 49% or less (a “Transfer”in the aggregate) except of its interest in its Note to a Qualified Institutional Lender any Person, provided that any such Transfer shall be made in accordance with the terms of this AgreementSection 19. Promptly Each Subordinate Noteholder shall have the right to Transfer its entire Note or any portion thereof exceeding 49%, (i) into the Lead Securitization Trust, (ii) to a Qualified Institutional Lender, provided, that promptly after the Transfer (other than a Transfer to a Securitization Trust), the non-transferring each Note Holder(s) shall be A Holder is provided with (x) a representation from a transferee or the applicable Note Holder such Subordinate Noteholder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentence) Lender, and (y) a copy of the assignment and assumption agreement referred to in Section 15. If 20 and provided further, that such transfer would not cause such Note to be held by more than five persons nor cause there to be no one person owning a majority of such Note Holder intends to Transfer its respective Note, or any portion thereof, and (iii) to an entity that is not a Qualified Institutional Lender, it must first provided that with respect to this clause (aii), such Subordinate Noteholder obtains (1) obtain prior to the Lead Securitization Date, the consent of the Lead Securitization Noteholder and each non-transferring other Note Holder A Holder, each such consent not to be unreasonably withheld, conditioned or delayed, and (b2) if such non-transferring Note Holder’s Note is held in a after the Lead Securitization TrustDate, obtain a Rating Agency Confirmation from (and for avoidance of doubt, no consent of the Lead Securitization Noteholder or other Note A Holder shall be required after the closing of the Lead Securitization); provided that in each Rating Agency of case (1) and (2), (x) promptly after the Transfer each Note A Holder are each provided with a copy of the assignment and assumption agreement referred to in Section 20 and (y) such transfer would not cause the subject Note to be held by more than five persons; and provided further, however, that if such transfer would cause there to be no one person owning a majority of the subject Note, then rating such transfer will not be permitted unless persons owning a majority of the securities subject Note designate one of such Securitization Trustpersons to act on behalf of such persons owning such majority. Notwithstanding the foregoing, without the non-transferring Note HolderLead Securitization Noteholder’s prior consent (consent, which will not may be unreasonably withheld), and, if such non-transferring Note Holderwithheld in the Lead Securitization Noteholder’s Note is held in a Securitization Trust, until a Rating Agency Confirmation is obtainedsole and absolute discretion, no Note Holder Subordinate Noteholder shall Transfer all or any portion of its Note (to the Mortgage Loan Borrower or a participation interest in such Note) to a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust . Each Subordinate Noteholder agrees it will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the non-transferring Note Holder Lead Securitization Noteholder (including all expenses of the Master Servicer, Servicer and the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and the Non-Lead Securitization Noteholders (including all expenses relating to any Rating Agency Confirmation of the related Non-Lead Master Servicer and the related Non-Lead Special Servicer) in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all (either (i) directly or (ii) indirectly through entering into a derivatives contract or any portion other similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of its respective a Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (ax) obtain prior to a Securitization, the consent of each non-transferring Note Holder and or (by) if such non-transferring after a Securitization of any Note Holder’s Note is held in a Securitization TrustNote, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization TrustConfirmation. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a without Rating Agency Confirmation is obtainedConfirmation, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall will pay the expenses of the non-transferring Note Holder Holders (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in a its Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, together in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each The Note B Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of Transfer all or any portion of Note B except that the Note B Holder shall have the right to Transfer its respective Note Note, or any portion thereof (a “Transfer”i) except to a Qualified Institutional Lender in accordance with the terms of this Agreement. Promptly Lender, provided, that promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) shall be provided with (x) each Senior Noteholder is provided with a representation from a the transferee or the applicable such Note B Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a 20 and (y) such transfer would not cause Note Holder intends B to Transfer its respective Note, be held by more than five Persons or any portion thereof, (ii) to an entity that is not a Qualified Institutional LenderLender if the Note B Holder obtains (1) prior to a Securitization, it must first (a) obtain the consent of each non-transferring Note Holder the Lead Securitization Noteholder and (b2) if such non-transferring Note Holder’s Note is held in after a Securitization TrustSecuritization, obtain a Rating Agency Confirmation from (and for avoidance of doubt, no consent of the Lead Securitization Noteholder shall be required after a Securitization); provided that in each Rating Agency then rating of case (1) and (2), (x) promptly after the securities Transfer the Lead Securitization Noteholder is provided with a copy of the assignment and assumption agreement referred to in Section 20 and (y) such Securitization Trusttransfer would not cause Note B to be held by more than five Persons. If Note B is held by more than one Person at any time, the holders of a majority of the Note B Principal Balance shall immediately appoint a representative to exercise all rights of the Note B Holder hereunder in accordance with Section 6(a). Notwithstanding the foregoing, without the non-transferring Note Holdereach Senior Noteholder’s prior consent (consent, which will not in each case may be unreasonably withheld)withheld in the sole discretion of the applicable Senior Noteholder, and, if such non-transferring the Note Holder’s Note is held in a Securitization Trust, until a Rating Agency Confirmation is obtained, no Note B Holder shall not Transfer all or any portion of its Note (B to the Mortgage Loan Borrower or a participation interest in such Note) to a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note B Holder agrees that it shall will pay the expenses of the non-transferring Note Holder Lead Securitization Noteholder (including all expenses of the Master Servicer, Servicer and the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all (either (i) directly or (ii) indirectly through entering into a derivatives contract or any portion other similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of its respective a Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 1515 (except in the case of a Transfer to a Securitization). If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (a1) obtain prior to a Securitization, the consent of each non-transferring Note Holder and or (b2) if after a Securitization of such non-transferring Note Holder’s Note is held in a Securitization TrustNote, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization TrustConfirmation. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a without Rating Agency Confirmation is obtainedConfirmation, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to a Borrower Party Affiliate and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall will pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in a its Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Specially Serviced Mortgage Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentenceotherwise provided in Section 14(c) below, each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (or a participation interest in such Note) (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this Agreement. Promptly after the Transfer (other than a Transfer to a Securitization Trust)any such Transfer, the any non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a each transferee or the applicable transferring Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentencesentence or a Transfer by a Note Holder to an entity that constitutes a Qualified Institutional Lender pursuant to clause (b)(iii) of the definition thereof) and (y) the acknowledgement or a copy of the assignment and assumption agreement in each case referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) if any such non-transferring Note Holder’s Note is held in a Securitization Trust, provide each of the applicable engaged Rating Agencies for such Securitization Trust with a Rating Agency Communication (or, if the transferring Note Holder is the Lead Securitization Note Holder, obtain a Rating Agency Confirmation from each of the applicable Rating Agency then rating the securities of Agencies for such Securitization Trust). Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such any non-transferring Note Holder’s Note is held in a Securitization Trust, until a Rating Agency Confirmation is obtainedobtained from each engaged Rating Agency for such Securitization Trust, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Communication or Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder or of any other Person or having to provide any Rating Agency Communication or having to obtain any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of the Lead Securitization Note(s) together with all of the Notes togetherNon-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) if such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization Trust. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a Rating Agency Confirmation is obtained, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to a Borrower Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) if such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization Trust. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a Rating Agency Confirmation is obtained, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all (either (i) directly or (ii) indirectly through entering into a derivatives contract or any portion other similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d) hereof) of its respective a Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (a1) obtain prior to a Securitization, the consent of each the non-transferring Note Holder and or (b2) if after a Securitization of such non-transferring Note Holder’s Note is held in a Securitization TrustNote, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization TrustConfirmation. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a without Rating Agency Confirmation is obtainedConfirmation, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall will pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in a its Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes togetherNote A-1 together with Note A-2, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (or a participation interest in such Note) (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this Agreement. Promptly after the Transfer (other than a Transfer to a Securitization Trust)any such Transfer, the any non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a each transferee or the applicable transferring Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentencesentence or a Transfer by a Note Holder to an entity that constitutes a Qualified Institutional Lender pursuant to clause (c)(iii) of the definition thereof) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) if any such non-transferring Note Holder’s Note is held in a Securitization Trust, provide each of the applicable engaged Rating Agencies for such Securitization Trust with a Rating Agency Communication (or, if the transferring Note Holder is the Lead Securitization Note Holder, obtain a Rating Agency Confirmation from each of the applicable Rating Agency then rating the securities of Agencies for such Securitization Trust). Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such any non-transferring Note Holder’s Note is held in a Securitization Trust, until a Rating Agency Confirmation Communication is obtainedprovided to each engaged Rating Agency for such Securitization Trust, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Confirmation Communication in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder or of any other Person or having to provide any Rating Agency Communication or having to obtain any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of the Lead Securitization Note together with all of the Notes togetherNon-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 1515 (unless the transferee is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to comply with this Agreement). If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each the non-transferring Note Holder and (b) and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation confirmation in writing from each Rating Agency that such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities of such Securitization Trustissued pursuant to the related Securitization. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until without a confirmation in writing from each Rating Agency Confirmation is obtainedthat such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes togetherNote A-1 together with Note A-2, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Mortgage Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 1516 (unless the transferee is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to comply with this Agreement). If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each the non-transferring Note Holder and (b) and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation confirmation in writing from each Rating Agency that such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities of such Securitization Trustissued pursuant to the related Securitization. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until without a confirmation in writing from each Rating Agency Confirmation is obtainedthat such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a15(a) shall apply in the case of (1) a sale of all of the Notes togetherNote A-1 together with Note A-2, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Mortgage Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all (either (i) directly or (ii) indirectly through entering into a derivatives contract or any portion other similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of its respective a Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (ax) obtain prior to a Securitization, the consent of each non-transferring Note Holder and or (b2) if after a Securitization of such non-transferring Note Holder’s Note is held in a Securitization TrustNote, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization TrustConfirmation. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a without Rating Agency Confirmation is obtainedConfirmation, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall will pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in a its Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (or a participation interest in such Note) (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this Agreement; provided, however, that with respect to any transfer of the Controlling Note into a securitization (for the avoidance of doubt, for the purposes of this section “securitization” does not include any CDO) in reliance on clause (b), clause (c)(iii)(1) or clause (c)(iii)(2) of the definition of Qualified Institutional Lender, the special servicer and related servicing arrangements shall satisfy the requirements of clause (c)(iii)(2) of such definition regardless which of such three clauses is relied upon for such transfer. Promptly after the Transfer (other than a Transfer to a Securitization Trust)any such Transfer, the any non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a each transferee or the applicable transferring Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentencesentence or a Transfer by a Note Holder to an entity that constitutes a Qualified Institutional Lender pursuant to clause (c)(iii) of the definition thereof) and (y) a copy of the assignment and assumption agreement referred to in Section 1515 (unless the transferee is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to comply with this Agreement). If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) if any such non-transferring Note Holder’s Note is held in a Securitization Trust, as and to the extent required by the applicable Securitization Servicing Agreement, deliver a Rating Agency Communication (if a Rating Agency Confirmation is not required thereunder) to, or obtain a Rating Agency Confirmation from from, each of the applicable engaged Rating Agency then rating the securities of Agencies for such Securitization Trust. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such any non-transferring Note Holder’s Note is held in a Securitization Trust, until without a Rating Agency Confirmation is obtainedfrom, or Rating Agency Communication to, as applicable, each engaged Rating Agency for such Securitization Trust, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Confirmation or Rating Agency Communication in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder or of any other Person or having to provide any Rating Agency ConfirmationConfirmation or Rating Agency Communication, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note, other than to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of the Lead Securitization Note together with all of the Notes togetherNon-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (or a participation interest in such Note) (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this Agreement; provided, however, that with respect to any transfer of the Controlling Note into a securitization in reliance on clause (b), clause (c)(iii)(1) or clause (c)(iii)(2) of the definition of Qualified Institutional Lender, the special servicer and related servicing arrangements shall satisfy the requirements of clause (c)(iii)(2) of such definition regardless which of such three clauses is relied upon for such transfer. Promptly after the Transfer (other than a Transfer to a Securitization Trust)any such Transfer, the any non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a each transferee or the applicable transferring Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentencesentence or a Transfer by a Note Holder to an entity that constitutes a Qualified Institutional Lender pursuant to clause (c)(iii) of the definition thereof) and (y) a copy of the assignment and assumption agreement referred to in Section 1515 (unless the transferee is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to comply with this Agreement). If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) if any such non-transferring Note Holder’s Note is held in a Securitization Trust, as and to the extent required by the applicable Securitization Servicing Agreement, deliver a Rating Agency Communication (if a Rating Agency Confirmation is not required thereunder) to, or obtain a Rating Agency Confirmation from from, each of the applicable engaged Rating Agency then rating the securities of Agencies for such Securitization Trust. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such any non-transferring Note Holder’s Note is held in a Securitization Trust, until without a Rating Agency Confirmation is obtainedfrom, or Rating Agency Communication to, as applicable, each engaged Rating Agency for such Securitization Trust, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Confirmation or Rating Agency Communication in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder or of any other Person or having to provide any Rating Agency ConfirmationConfirmation or Rating Agency Communication, to Transfer 49% or less (in the aggregate) of its beneficial interest in a NoteNote other than to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of the Lead Securitization Note together with all of the Notes togetherNon-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentenceotherwise provided in Section 14(c) below, each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (or a participation interest in such Note) (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this Agreement. Promptly after the Transfer (other than a Transfer to a Securitization Trust)any such Transfer, the any non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a each transferee or the applicable transferring Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentencesentence or a Transfer by a Note Holder to an entity that constitutes a Qualified Institutional Lender pursuant to clause (b)(iii) of the definition thereof) and (y) a copy of the assignment and assumption agreement referred to in Section 1515 (unless the transferee is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to comply with this Agreement). If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) if any such non-transferring Note Holder’s Note is held in a Securitization Trust, provide each of the applicable engaged Rating Agencies for such Securitization Trust with a Rating Agency Communication (or, if the transferring Note Holder is the Lead Securitization Note Holder, obtain a Rating Agency Confirmation from each of the applicable Rating Agency then rating the securities of Agencies for such Securitization Trust). Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such any non-transferring Note Holder’s Note is held in a Securitization Trust, until a Rating Agency Confirmation is obtainedobtained from each engaged Rating Agency for such Securitization Trust, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Borrower Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Communication or Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder or of any other Person or having to provide any Rating Agency Communication or having to obtain any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note, other than to the Mortgage Loan Borrower or a Borrower Party. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of the Lead Securitization Note together with all of the Notes togetherNon-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each The Note B Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of Transfer all or any portion of its respective Note except in accordance with this Section 19. The Note B Holder shall have the right, without the need to obtain the consent of any Note A Holder or any other Person, to Transfer 49% or less (a “Transfer”in the aggregate) except of its interest in its Note to a Qualified Institutional Lender any Person, provided that any such Transfer shall be made in accordance with the terms of this AgreementSection 19. Promptly The Note B Holder shall have the right to Transfer its entire Note or any portion thereof exceeding 49%, (i) to a Qualified Institutional Lender, provided, that promptly after the Transfer (other than a Transfer to a Securitization Trust), the non-transferring Note Holder(s) shall be A Holders are provided with (x) a representation from a transferee or the applicable Note B Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentence) Lender, and (y) a copy of the assignment and assumption agreement referred to in Section 15. If 20 and provided further, that such transfer would not cause such Note to be held by more than five persons nor cause there to be no one person owning a majority of such Note Holder intends to Transfer its respective Note, or any portion thereof, and (ii) to an entity that is not a Qualified Institutional Lender, it must first provided that with respect to this clause (aii), the Note B Holder obtains (1) obtain prior to the Lead Securitization Date, the consent of the Note A-1 Holder, each non-transferring Note Holder such consent not to be unreasonably withheld, conditioned or delayed, and (b2) after the Lead Securitization Date, Rating Agency Confirmation (and for avoidance of doubt, no consent of the Lead Securitization Noteholder shall be required after the closing of the Lead Securitization); provided that in each of case (1) and (2), (x) promptly after the Transfer the Note A Holders are each provided with a copy of the assignment and assumption agreement referred to in Section 20 and (y) such transfer would not cause the subject Note to be held by more than five persons; and provided further, however, that if such non-transferring transfer would cause there to be no one person owning a majority of the subject Note, then such transfer will not be permitted unless persons owning a majority of the subject Note Holder’s designate one of such persons to act on behalf of such persons owning such majority. If the subject Note is held in by more than one Noteholder at any time, the holders of a Securitization Trust, obtain majority of the Note B Principal Balance shall immediately appoint a Rating Agency Confirmation from each Rating Agency then rating representative to exercise all rights of the securities of such Securitization TrustNote B Holder hereunder. Notwithstanding the foregoing, without the non-transferring Note HolderLead Securitization Noteholder’s prior consent (consent, which will not may be unreasonably withheld)withheld in the Lead Securitization Noteholder’s sole and absolute discretion, and, if such non-transferring the Note Holder’s Note is held in a Securitization Trust, until a Rating Agency Confirmation is obtained, no Note B Holder shall not Transfer all or any portion of its Note (or a participation interest in such Note) to a Borrower Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note B Holder agrees that it shall will pay the expenses of the non-transferring Note Holder Lead Securitization Noteholder (including all expenses of the Master Servicer, Servicer and the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and the Non-Lead Securitization Note A Holders (including all expenses relating to any Rating Agency Confirmation of the related Non-Lead Master Servicer and the related Non-Lead Special Servicer) in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all (either (i) directly or (ii) indirectly through entering into a derivatives contract or any portion other similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of its respective a Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)any Transfer, the non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a the transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (ax) obtain prior to a Securitization, the consent of each non-transferring Note Holder, in which case such new Note Holder and shall be deemed to be a Qualified Institutional Lender pursuant to this Agreement, or (by) if such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation from each of the applicable Rating Agency then rating the securities of Agencies for such Securitization TrustTrust (after which, such new Note Holder shall be deemed to be a Qualified Institutional Lender pursuant to this Agreement). Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a without Rating Agency Confirmation is obtainedConfirmation, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to a Borrower Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void ab initio and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder Xxxxxx agrees that it shall will pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in its Note whether or not the related transferee is a NoteQualified Institutional Lender. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all (either (i) directly or (ii) indirectly through entering into a derivatives contract or any portion other similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d) hereof) of its respective a Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (a1) obtain prior to a Securitization, the consent of each the non-transferring Note Holder and or (b2) if after a Securitization of such non-transferring Note Holder’s Note is held in a Securitization TrustNote, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization TrustConfirmation. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a without Rating Agency Confirmation is obtainedConfirmation, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall will pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in a its Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all (either (i) directly or (ii) indirectly through entering into a derivatives contract or any portion other similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(c)) of its respective a Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (ax) obtain prior to a Securitization, the consent of each non-transferring Note Holder and or (by) if such non-transferring after a Securitization of any Note Holder’s Note is held in a Securitization TrustNote, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization TrustConfirmation. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a without Rating Agency Confirmation is obtainedConfirmation, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall will pay the expenses of the each non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in a its Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, together in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (or a participation interest in such Note) (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this Agreement. Promptly after the Transfer (other than a Transfer to a Securitization Trust)any such Transfer, the any non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a each transferee or the applicable transferring Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentencesentence or a Transfer by a Note Holder to an entity that constitutes a Qualified Institutional Lender pursuant to clause (c)(iii) of the definition thereof) and (y) a copy of the assignment and assumption agreement referred to in Section 1515 (unless the transferee is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to comply with this Agreement). If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) if any such non-transferring Note Holder’s Note is held in a Securitization Trust, as and to the extent required by the applicable Securitization Servicing Agreement, deliver a Rating Agency Communication (if Rating Agency Confirmation is not required thereunder) to, or obtain a Rating Agency Confirmation from from, each of the applicable engaged Rating Agency then rating the securities of Agencies for such Securitization Trust. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such any non-transferring Note Holder’s Note is held in a Securitization Trust, until without a Rating Agency Confirmation is obtainedfrom or Rating Agency Communication to, as applicable, each engaged Rating Agency for such Securitization Trust, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Confirmation or Rating Agency Communication in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder or of any other Person or having to provide any Rating Agency ConfirmationConfirmation or Rating Agency Communication, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note, other than to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of the Lead Securitization Note together with all of the Notes togetherNon-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the any non-transferring Note Holder(s) Holder shall be provided with (x) a representation from a each transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) if any such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization Trust. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such any non-transferring Note Holder’s Note is held in a Securitization Trust, until a Rating Agency Confirmation is obtained, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other any Note Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 1515 (unless the transferee is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to comply with this Agreement). If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each the non-transferring Note Holder and (b) and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation confirmation in writing from each Rating Agency that such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities of such Securitization Trustissued pursuant to the related Securitization. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until without a confirmation in writing from each Rating Agency Confirmation is obtainedthat such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes togetherNote A-1 together with Note A-2, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all (either (i) directly or (ii) indirectly through entering into a derivatives contract or any portion other similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of its respective a Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) or a Transfer that is made in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (ax) obtain prior to a Securitization, the consent of each non-transferring Note Holder and or (b2) if after a Securitization of such non-transferring Note Holder’s Note is held in a Securitization TrustNote, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization TrustConfirmation. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld, conditioned or delayed), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a without Rating Agency Confirmation is obtainedConfirmation, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall will pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in a its Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Specially Serviced Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentenceotherwise provided in Section 14(c) below, each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (or a participation interest in such Note) (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this Agreement. Promptly after the Transfer (other than a Transfer to a Securitization Trust)any such Transfer, the any non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a each transferee or the applicable transferring Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentencesentence or a Transfer by a Note Holder to an entity that constitutes a Qualified Institutional Lender pursuant to clause (b)(iii) of the definition thereof) and (y) a copy notice by such transferee that it assumes all of the obligations of the applicable Note Holder hereunder with respect to such Note thereafter accruing and agrees to be bound by the terms of this Agreement, including the applicable restriction on Transfers set forth in this Section 14, from and after the date of such assignment (unless the transferee is a Securitization Trust and assumption the related pooling and servicing agreement referred requires the parties thereto to in Section 15comply with this Agreement). If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) if any such non-transferring Note Holder’s Note is held in a Securitization Trust, provide each of the applicable engaged Rating Agencies for such Securitization Trust with a Rating Agency Communication (or, if the transferring Note Holder is the Lead Securitization Note Holder, obtain a Rating Agency Confirmation from each of the applicable Rating Agency then rating the securities of Agencies for such Securitization Trust). Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such any non-transferring Note Holder’s Note is held in a Securitization Trust, until a Rating Agency Confirmation is obtainedobtained from each engaged Rating Agency for such Securitization Trust, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to a Borrower Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Communication or Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder or of any other Person or having to provide any Rating Agency Communication or having to obtain any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note, other than to a Borrower Party. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of the Lead Securitization Note(s) together with all of the Notes togetherNon-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 1516 (unless the transferee is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to comply with this Agreement). If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) and, if any such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation confirmation in writing from each Rating Agency that such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities of such Securitization Trustissued pursuant to the related Securitization. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such any non-transferring Note Holder’s Note is held in a Securitization Trust, until without a confirmation in writing from each related Rating Agency Confirmation is obtainedthat such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a15(a) shall apply in the case of (1) a sale of the Lead Securitization Note together with all of the Notes togetherNon-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Mortgage Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Note Holder Each Noteholder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of Transfer all or any portion of its respective Note except in accordance with this Section 14. Each Noteholder agrees it shall not Transfer more than 49% (a “Transfer”in the aggregate) of its beneficial interest in its Note, except to a Qualified Institutional Lender Lender, unless (i) prior to a Securitization of any Note, the other Noteholders have consented to such Transfer, in accordance with which case the terms of related transferee (and its Affiliates) shall thereafter be deemed to be a “Qualified Institutional Lender” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Institutional Lender” for all purposes under this Agreement, or (iii) such Transfer is in connection with a sale by a Securitization Trust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Institutional Lender. Promptly after the Transfer With respect to any Transfers pursuant to (other than i) or (ii) above (except with respect to a Transfer to a Securitization Trust), the non-transferring Note Holder(s) shall be provided with such transferee must (x) a representation from a transferee or assume in writing the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in obligations of the case transferring Noteholder hereunder and agree to be bound by the terms and provisions of a Transfer in accordance with this Agreement and, if applicable, the immediately following sentence) Servicing Agreement and (y) a copy remake each of the assignment representations and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain warranties contained herein for the consent benefit of each non-transferring Note Holder and (b) if such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization Trustother Noteholders. Notwithstanding the foregoing, without the non-transferring Note HolderNoteholder’s prior consent (which will not be unreasonably withheld), and, if such non-non transferring Note HolderNoteholder’s Note is held in a Securitization TrustSecuritization, until without a Rating Agency Confirmation is obtainedfrom each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Note Holder Noteholder shall Transfer all or any portion of its Note (to a Mortgage Loan Borrower or a participation interest in such Note) to a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (or a participation interest in such Note) (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this Agreement. Promptly after the Transfer (other than a Transfer to a Securitization Trust)any such Transfer, the any non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a each transferee or the applicable transferring Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentencesentence or a Transfer by a Note Holder to an entity that constitutes a Qualified Institutional Lender pursuant to clause (c)(iii) of the definition thereof) and (y) a copy of the assignment and assumption agreement referred to in Section 1515 (unless the transferee is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to comply with this Agreement). If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) and, if any such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation from each of the applicable engaged Rating Agency then rating the securities of Agencies for such Securitization Trust. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if any such non-transferring Note Holder’s Note is held in a Securitization Trust, until without a Rating Agency Confirmation is obtainedfrom each of the applicable engaged Rating Agencies for such Securitization, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, unless the related Note is included in a Securitization, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes togetherNote A-1 together with Note A-2, Note A-3 and Note A-4, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a Rating Agency Confirmation, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency Confirmation hereunder and the condition for such Rating Agency Confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note C Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of Transfer all or any portion of its respective Note except in accordance with this Section 16. The Note C Holders shall have the right, without the need to obtain the consent of any other Noteholder or any other Person, to Transfer 49% or less (a “Transfer”in the aggregate) except of its interest in its Note to a Qualified Institutional Lender any Person, provided that any such Transfer shall be made in accordance with the terms of this AgreementSection 16. Promptly Each Note C Holder shall have the right to Transfer its entire Note or any portion thereof exceeding 49%, (i) to a Qualified Institutional 66 Lender, provided, that promptly after the Transfer (other than a Transfer to a Securitization Trust), the non-transferring Note Holder(s) shall be each Senior Noteholder is provided with (x) a representation from a transferee or the applicable such Note C Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentence) Lender, and (y) a copy of the assignment and assumption agreement referred to in Section 15. If 17 and provided, further, that such transfer would not cause such Note to be held by more than five persons nor cause there to be no one person owning a majority of such Note Holder intends to Transfer its respective Note, or any portion thereof, and (ii) to an entity that is not a Qualified Institutional Lender, it must first provided that with respect to this clause (aii), such Note C Holder obtains (1) obtain prior to the Lead Securitization Date, the consent of the Lead Securitization Noteholder and each non-transferring Note Holder other Senior Noteholder, each such consent not to be unreasonably withheld, conditioned or delayed, and (b2) after the Lead Securitization Date, Rating Agency Confirmation (and for avoidance of doubt, no consent of the Lead Securitization Noteholder or other Senior Noteholder shall be required after the closing of the Lead Securitization); provided that in each of case (1) and (2), (x) promptly after the Transfer each Senior Noteholder is provided with a copy of the assignment and assumption agreement referred to in Section 17 and (y) such transfer would not cause the subject Note to be held by more than five persons; and provided further, however, that if such non-transferring transfer would cause there to be no one person owning a majority of the subject Note, then such transfer will not be permitted unless persons owning a majority of the subject Note Holder’s designate one of such persons to act on behalf of such persons owning such majority. If the subject Note is held by more than one Noteholder at any time, the holders of a majority of interest in the subject Note shall immediately appoint a Securitization Trust, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities representative to exercise all rights of such Securitization TrustNote C Holder hereunder. Notwithstanding the foregoing, without the non-transferring Note HolderLead Securitization Noteholder’s prior consent (consent, which will not may be unreasonably withheld), and, if such non-transferring Note Holderwithheld in the Lead Securitization Noteholder’s Note is held in a Securitization Trust, until a Rating Agency Confirmation is obtainedsole and absolute discretion, no Note C Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to a Borrower Restricted Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall C Holders agree they will pay the expenses of the non-transferring Note Holder Lead Securitization Noteholder (including all expenses of the Master Servicer, Servicer and the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and the Non-Lead Securitization Noteholders (including all expenses relating to any Rating Agency Confirmation of the related Non-Lead Master Servicer and the related Non-Lead Special Servicer) in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all (either (i) directly or (ii) indirectly through entering into a derivatives contract or any portion other similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of its respective a Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing agreement or similar agreement requires the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 1515 (except in the case of a Transfer to a Securitization). If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (a1) obtain prior to a Securitization, the consent of each non-transferring Note Holder and or (b2) if after a Securitization of such non-transferring Note Holder’s Note is held in a Securitization TrustNote, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization TrustConfirmation. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a without Rating Agency Confirmation is obtainedConfirmation, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to a Borrower Party Affiliate and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall will pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in a its Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Specially Serviced Mortgage Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (or a participation interest in such Note) (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this Agreement. Promptly after the Transfer (other than a Transfer to a Securitization Trust)any such Transfer, the any non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a each transferee or the applicable transferring Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentencesentence or a Transfer by a Note Holder to an entity that constitutes a Qualified Institutional Lender pursuant to clause (c)(iii) of the definition thereof) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) and, if any such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation from each of the applicable engaged Rating Agency then rating the securities of Agencies for such Securitization Trust. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if any such non-transferring Note Holder’s Note is held in a Securitization Trust, until without a Rating Agency Confirmation is obtainedfrom each of the applicable engaged Rating Agencies for such Securitization, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, unless the related Note is included in a Securitization, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes togetherNote A-1 together with Note A-2 and Note A-3, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a Rating Agency Confirmation, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency Confirmation hereunder and the condition for such Rating Agency Confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Note Holder Each Subordinate Noteholder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of Transfer all or any portion of its respective Note except in accordance with this Section 16. The Subordinate Noteholders shall have the right, without the need to obtain the consent of any other Noteholder or any other Person, to Transfer 49% or less (a “Transfer”in the aggregate) except of its interest in its Note to a Qualified Institutional Lender any Person, provided that any such Transfer shall be made in accordance with the terms of this AgreementSection 16. Promptly Each Subordinate Noteholder shall have the right to Transfer its entire Note or any portion thereof exceeding 49%, (i) to a Qualified Institutional Lender, provided, that promptly after the Transfer (other than a Transfer to a Securitization Trust), the non-transferring each Note Holder(s) shall be A Holder is provided with (x) a representation from a transferee or the applicable Note Holder such Subordinate Noteholder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentence) Lender, and (y) a copy of the assignment and assumption agreement referred to in Section 15. If 17 and provided further, that such transfer would not cause such Note to be held by more than five persons nor cause there to be no one person owning a majority of such Note Holder intends to Transfer its respective Note, or any portion thereof, and (ii) to an entity that is not a Qualified Institutional Lender, it must first provided that with respect to this clause (aii), such Subordinate Noteholder obtains (1) obtain prior to the Lead Securitization Date, the consent of the Lead Securitization Noteholder and each non-transferring other Note Holder A Holder, each such consent not to be unreasonably withheld, conditioned or delayed, and (b2) after the Lead Securitization Date, Rating Agency Confirmation (and for avoidance of doubt, no consent of the Lead Securitization Noteholder or other Note A Holder shall be required after the closing of the Lead Securitization); provided that in each of case (1) and (2), (x) promptly after the Transfer each Note A Holder is provided with a copy of the assignment and assumption agreement referred to in Section 17 and (y) such transfer would not cause the subject Note to be held by more than five persons; and provided further, however, that if such non-transferring transfer would cause there to be no one person owning a majority of the subject Note, then such transfer will not be permitted unless persons owning a majority of the subject Note Holder’s designate one of such persons to act on behalf of such persons owning such majority. If the subject Note is held in by more than one Noteholder at any time, the Majority B Noteholder shall immediately appoint a Securitization Trust, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities representative to exercise all rights of such Securitization TrustSubordinate Noteholder hereunder. Notwithstanding the foregoing, without the non-transferring Note HolderLead Securitization Noteholder’s prior consent (consent, which will not may be unreasonably withheld), and, if such non-transferring Note Holderwithheld in the Lead Securitization Noteholder’s Note is held in a Securitization Trust, until a Rating Agency Confirmation is obtainedsole and absolute discretion, no Note Holder Subordinate Noteholder shall Transfer all or any portion of its Note (or a participation interest in such Note) to a Borrower Restricted Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall Subordinate Noteholders agree they will pay the expenses of the non-transferring Note Holder Lead Securitization Noteholder (including all expenses of the Master Servicer, Servicer and the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and the Non-Lead Securitization Noteholders (including all expenses relating to any Rating Agency Confirmation of the related Non-Lead Master Servicer and the related Non-Lead Special Servicer) in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (or a participation interest in such Note) (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this Agreement. Promptly after the Transfer (other than a Transfer to a Securitization Trust)any such Transfer, the any non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a each transferee or the applicable transferring Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentencesentence or a Transfer by a Note Holder to an entity that constitutes a Qualified Institutional Lender pursuant to clause (c)(iii) of the definition thereof) and (y) a copy of the assignment and assumption agreement referred to in Section 1515 (unless the transferee is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to comply with this Agreement). If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) if any such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain provide each of the applicable engaged Rating Agencies for such Securitization Trust with a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization TrustCommunication. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such any non-transferring Note Holder’s Note is held in a Securitization Trust, until a Rating Agency Confirmation is obtainedreceived from each engaged Rating Agency for such Securitization Trust, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Communication or Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder or of any other Person or having to provide any Rating Agency ConfirmationCommunication, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note, other than to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of the Lead Securitization Note(s) together with all of the Notes togetherNon-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 1516 (unless the transferee is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to comply with this Agreement). If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each the non-transferring Note Holder and (b) and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation confirmation in writing from each Rating Agency that such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities of such Securitization Trustissued pursuant to the related Securitization. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until without a confirmation in writing from each Rating Agency Confirmation is obtainedthat such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a15(a) shall apply in the case of (1) a sale of all of the Notes togetherNote A-2 together with Note A-1, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Mortgage Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (or a participation interest in such Note) (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this Agreement. Promptly after the Transfer (other than a Transfer to a Securitization Trust)any such Transfer, the any non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a each transferee or the applicable transferring Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentencesentence or a Transfer by a Note Holder to an entity that constitutes a Qualified Institutional Lender pursuant to clause (c)(iii) of the definition thereof) and (y) a copy of the assignment and assumption agreement referred to in Section 1515 (unless the transferee is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to comply with this Agreement). If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) and, if any such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation from each of the applicable engaged Rating Agency then rating the securities of Agencies for such Securitization Trust. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if any such non-transferring Note Holder’s Note is held in a Securitization Trust, until without a Rating Agency Confirmation is obtainedfrom each of the applicable engaged Rating Agencies for such Securitization, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, unless the related Note is included in a Securitization, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, Note A-1 together with Note A-2 in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a Rating Agency Confirmation, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency Confirmation hereunder and the condition for such Rating Agency Confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all (either (i) directly or (ii) indirectly through entering into a derivatives contract or any portion other similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of its respective a Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)any Transfer, the non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a the transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (ax) obtain prior to a Securitization, the consent of each non-transferring Note Holder, in which case such new Note Holder and shall be deemed to be a Qualified Institutional Lender pursuant to this Agreement, or (b2) if after a Securitization of such non-transferring Note Holder’s Note is held in a Securitization TrustNote, obtain a Rating Agency Confirmation from each of the applicable Rating Agency then rating the securities of Agencies for such Securitization TrustTrust (after which, such new Note Holder shall be deemed to be a Qualified Institutional Lender pursuant to this Agreement). Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a without Rating Agency Confirmation is obtainedConfirmation, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Borrower Party Affiliate and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void ab initio and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall will pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in its Note whether or not the related transferee is a NoteQualified Institutional Lender. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Specially Serviced Mortgage Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Note Holder Each Noteholder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of Transfer all or any portion of its respective Note except in accordance with this Section 14. Each Noteholder agrees it shall not Transfer more than 49% (a “Transfer”in the aggregate) of its beneficial interest in its Note, except to a Qualified Institutional Lender Lender, unless (i) prior to a Securitization of any Note, the other Noteholders have consented to such Transfer, in accordance with which case the terms of related transferee (and its Affiliates) shall thereafter be deemed to be a “Qualified Institutional Lender” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Institutional Lender” for all purposes under this Agreement, or (iii) such Transfer is in connection with a sale by a Securitization Trust; provided that if such Transfer is a Transfer of the Lead Securitization Note, such Transfer is to a Qualified Institutional Lender. Promptly after the Transfer With respect to any Transfers pursuant to (other than i) or (ii) above (except with respect to a Transfer to a Securitization Trust), the non-transferring Note Holder(s) shall be provided with such transferee must (x) a representation from a transferee or assume in writing the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in obligations of the case transferring Noteholder hereunder and agree to be bound by the terms and provisions of a Transfer in accordance with this Agreement and, if applicable, the immediately following sentence) Servicing Agreement and (y) a copy remake each of the assignment representations and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain warranties contained herein for the consent benefit of each non-transferring Note Holder and (b) if such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization Trustother Noteholders. Notwithstanding the foregoing, without the non-transferring Note HolderNoteholder’s prior consent (which will not be unreasonably withheld), and, if such non-non transferring Note HolderNoteholder’s Note is held in a Securitization TrustSecuritization, until without a Rating Agency Confirmation is obtainedfrom each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Note Holder Noteholder shall Transfer all or any portion of its Note (to a Mortgage Loan Borrower or a participation interest in such Note) to a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization TrustPSA.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all (either (i) directly or (ii) indirectly through entering into a derivatives contract or any portion other similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of its respective a Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-non- transferring Note Holder(s) Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (ax) obtain prior to a Securitization, the consent of each the non-transferring Note Holder and or (by) if after a Securitization of such non-transferring Note Holder’s Note is held in a Securitization TrustNote, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization TrustConfirmation. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a without Rating Agency Confirmation is obtainedConfirmation, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall will pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in a its Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes togetherNote A-1 together with Note A-2, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all (either (i) directly or (ii) indirectly through entering into a derivatives contract or any portion other similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of its respective a Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization as to which the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each the non-transferring Note Holder and (b) and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation confirmation in writing from each Rating Agency that such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities of such Securitization Trustissued pursuant to the related Securitization. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until without a confirmation in writing from each Rating Agency Confirmation is obtainedthat such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall will pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all (either (i) directly or (ii) indirectly through entering into a derivatives contract or any portion other similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of its respective a Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)any Transfer, the non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a the transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (ax) obtain prior to a Securitization, the consent of each non-transferring Note Holder, in which case such new Note Holder and shall be deemed to be a Qualified Institutional Lender pursuant to this Agreement, or (by) if after a Securitization of such non-transferring Note Holder’s Note is held in a Securitization TrustNote, obtain a Rating Agency Confirmation from each of the applicable Rating Agency then rating the securities of Agencies for such Securitization TrustTrust (after which, such new Note Holder shall be deemed to be a Qualified Institutional Lender pursuant to this Agreement). Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a without Rating Agency Confirmation is obtainedConfirmation, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Borrower Party Affiliate and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void ab initio and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall will pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in its Note whether or not the related transferee is a NoteQualified Institutional Lender. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each the non-transferring Note Holder and (b) and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation confirmation in writing from each Rating Agency that such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities of such Securitization Trustissued pursuant to the related Securitization. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until without a confirmation in writing from each Rating Agency Confirmation is obtainedthat such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to a Borrower Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.Borrower

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Note Holder Each Subordinate Noteholder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of Transfer all or any portion of its respective Note except in accordance with this Section 16. Each Subordinate Noteholder shall have the right, without the need to obtain the consent of any other Noteholder or any other Person, to Transfer 49% or less (a “Transfer”in the aggregate) except of its interest in its Note to a Qualified Institutional Lender any Person, provided that any such Transfer shall be made in accordance with the terms of this AgreementSection 16. Promptly Each Subordinate Noteholder shall have the right to Transfer its entire Note or any portion thereof exceeding 49%, (i) to a Qualified Institutional Lender, provided, that (except in the case of a Transfer to the Lead Securitization) promptly after the Transfer (other than a Transfer to a Securitization Trust), the non-transferring Note Holder(s) shall be each Senior Noteholder is provided with (x) a representation from a transferee or the applicable Note Holder such Subordinate Noteholder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentence) Lender, and (y) a copy of the assignment and assumption agreement referred to in Section 15. If 17 and provided, further, that such transfer would not cause such Note to be held by more than five persons nor cause there to be no one person owning a majority of such Note Holder intends to Transfer its respective Note, or any portion thereof, and (ii) to an entity that is not a Qualified Institutional Lender, it must first provided that with respect to this clause (aii), such Subordinate Noteholder obtains (1) obtain prior to the Lead Securitization Date, the consent of the Lead Securitization Noteholder and each non-transferring Note Holder other Senior Noteholder, each such consent not to be unreasonably withheld, conditioned or delayed, and (b2) after the Lead Securitization Date, Rating Agency Confirmation (and for avoidance of doubt, no consent of the Lead Securitization Noteholder or other Senior Noteholder shall be required after the closing of the Lead Securitization); provided that in each of case (1) and (2), (x) promptly after the Transfer each Senior Noteholder is provided with a copy of the assignment and assumption agreement referred to in Section 17 and (y) such transfer would not cause the subject Note to be held by more than five persons; and provided further, however, that if such non-transferring transfer would cause there to be no one person owning a majority of the subject Note, then such transfer will not be permitted unless persons owning a majority of the subject Note Holder’s designate one of such persons to act on behalf of such persons owning such majority. If the subject Note is held by more than one Noteholder at any time, the holders of a majority of interest in the subject Note shall immediately appoint a Securitization Trust, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities representative to exercise all rights of such Securitization TrustSubordinate Noteholder hereunder. Notwithstanding the foregoing, without the non-transferring Note HolderLead Securitization Noteholder’s prior consent (consent, which will not may be unreasonably withheld), and, if such non-transferring Note Holderwithheld in the Lead Securitization Noteholder’s Note is held in a Securitization Trust, until a Rating Agency Confirmation is obtainedsole and absolute discretion, no Note Holder Subordinate Noteholder shall Transfer all or any portion of its Note (or a participation interest in such Note) to a Borrower Restricted Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder Each Subordinate Noteholder agrees that it shall pay the expenses of the non-transferring Note Holder Lead Securitization Noteholder (including all expenses of the Master Servicer, Servicer and the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and the other Non-Lead Securitization Noteholders (including all expenses relating to any Rating Agency Confirmation of the related Non-Lead Master Servicers and the related Non-Lead Special Servicers) in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all (either (i) directly or (ii) indirectly through entering into a derivatives contract or any portion other similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of its respective a Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization as to which the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each the non-transferring Note Holder and (b) and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation confirmation in writing from each Rating Agency that such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities of such Securitization Trustissued pursuant to the related Securitization. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until without a confirmation in writing from each Rating Agency Confirmation is obtainedthat such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall will pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes togetherNote A-1 together with Note A-2, Note A-3 and Note A-4, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (a1) obtain prior to a Securitization, the consent of each the related non-transferring Note Holder and Holders or, (b2) if after a Securitization of such non-transferring Note Holder’s Note is held in a Securitization TrustHolders’ Note, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization TrustConfirmation. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until without a confirmation in writing from each Rating Agency Confirmation is obtainedthat such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall will pay the expenses of the each non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of Note A-1 together with the Notes togetherNon-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all (either (i) directly or (ii) indirectly through entering into a derivatives contract or any portion other similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of its respective a Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (ax) obtain prior to a Securitization, the consent of each the non-transferring Note Holder and or (b2) if after a Securitization of such non-transferring Note Holder’s Note is held in a Securitization TrustNote, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization TrustConfirmation. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a without Rating Agency Confirmation is obtainedConfirmation, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall will pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder Holders, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in a its Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes togetherNote A-1 together with Note X-0, Xxxx X-0, Note A-4 and Note A-5, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (or a participation interest in such Note) (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this Agreement. Promptly after the Transfer (other than a Transfer to a Securitization Trust)any such Transfer, the any non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a each transferee or the applicable transferring Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentencesentence or a Transfer by a Note Holder to an entity that constitutes a Qualified Institutional Lender pursuant to clause (c)(iii) of the definition thereof) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) and, if any such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation from each of the applicable engaged Rating Agency then rating the securities of Agencies for such Securitization Trust. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if any such non-transferring Note Holder’s Note is held in a Securitization Trust, until without a Rating Agency Confirmation is obtainedfrom each of the applicable engaged Rating Agencies for such Securitization, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, unless the related Note is included in a Securitization, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes togetherNote A-1 together with Note A-2, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a Rating Agency Confirmation, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency Confirmation hereunder and the condition for such Rating Agency Confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as with the consents contemplated by the second following sentence, each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note or Notes, as applicable, (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the each non-transferring Note Holder(s) Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective NoteNote or Notes, as applicable, in whole or any portion thereofin part, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the written consent of each non-transferring Note Holder and (b) or, if such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation from each of the applicable engaged Rating Agency then rating the securities of Agencies for such Securitization Trust. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior written consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until without a Rating Agency Confirmation is obtainedfrom each of the applicable engaged Rating Agencies for such Securitization, no Note Holder shall Transfer all or any portion of its Note or Notes, as applicable, (or a participation interest in such NoteNote or Notes) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the each non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any obtaining Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without receipt of Rating Agency Confirmation and without the need to obtain the consent of the other Note Holder Holders or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its beneficial interest in a NoteNote or Notes, as applicable. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Mortgage Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each The Note B Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of Transfer all or any portion of Note B except in accordance with this Section 19. The Note B Holder shall have the right, without the need to obtain the consent of the Senior Noteholders or any other Person, to Transfer 49% or less (in the aggregate) of its respective interest in Note (a “Transfer”) except B to a Qualified Institutional Lender any Person; provided that any such Transfer shall be made in accordance with the terms of this AgreementSection 19(b) and (c). Promptly The Note B Holder shall have the right at any time to Transfer its Note, or any portion thereof, to (i) a Qualified Institutional Lender without obtaining any Senior Noteholder’s prior written consent, provided that promptly after the Transfer (other than a Transfer to a Securitization Trust)such Transfer, the non-transferring Note Holder(s) shall be each Senior Noteholder is provided with (x) a representation from a transferee or the applicable Note B Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentence) Lender, and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, 19(b); or any portion thereof, to (ii) an entity that is not a Qualified Institutional Lender, it must first provided that (a) obtain the consent of each non-transferring Note Holder and (bx) if such non-transferring Transfer is prior to the First Securitization and is of more than 49% (in the aggregate) of the interest in Note HolderB, each Senior Noteholder’s prior written consent shall be required (which consent shall not be unreasonably withheld, conditioned or delayed), and (y) after the First Securitization, no consent of applicable Senior Noteholder shall be required, but, if such Transfer is of more than 49% (in the aggregate) of the interest in Note is held in a Securitization TrustB, then the Note B Holder shall first obtain a (and deliver to the applicable Senior Noteholder) Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization TrustConfirmation. Notwithstanding the foregoing, no such transfer shall be permitted to the extent it would cause Note B to be held by more than five persons, and, without the non-transferring Note Holdereach Senior Noteholder’s prior consent (which will not may be unreasonably withheldwithheld in such Senior Noteholder’s sole discretion), and, if such non-transferring the Note Holder’s Note is held in a Securitization Trust, until a Rating Agency Confirmation is obtained, no Note B Holder shall not Transfer all or any portion of its Note (B to the Mortgage Loan Borrower or a participation interest in such Note) to a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (or a participation interest in such Note) (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this Agreement. Promptly after the Transfer (other than a Transfer to a Securitization Trust)any such Transfer, the any non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a each transferee or the applicable transferring Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentencesentence or a Transfer by a Note Holder to an entity that constitutes a Qualified Institutional Lender pursuant to clause (c)(iii) of the definition thereof) and (y) a copy of the assignment and assumption agreement referred to in Section 1515 (unless the transferee is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to comply with this Agreement). If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) and, if any such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation from each of the applicable engaged Rating Agency then rating the securities of Agencies for such Securitization Trust. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if any such non-transferring Note Holder’s Note is held in a Securitization Trust, until without a Rating Agency Confirmation is obtainedfrom each of the applicable engaged Rating Agencies for such Securitization, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, unless the related Note is included in a Securitization, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes togetherNote A-1 together with Note A-2, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a Rating Agency Confirmation, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency Confirmation hereunder and the condition for such Rating Agency Confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (or a participation interest in such Note) (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this Agreement. Promptly after the Transfer (other than a Transfer to a Securitization Trust)any such Transfer, the any non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a each transferee or the applicable transferring Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentencesentence or a Transfer by a Note Holder to an entity that constitutes a Qualified Institutional Lender pursuant to clause (c)(iii) of the definition thereof) and (y) a copy of the assignment and assumption agreement referred to in Section 1515 (unless the transferee is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to comply with this Agreement). If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) and, if any such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation from each of the applicable engaged Rating Agency then rating the securities of Agencies for such Securitization Trust. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if any such non-transferring Note Holder’s Note is held in a Securitization Trust, until without a Rating Agency Confirmation is obtainedfrom each of the applicable engaged Rating Agencies for such Securitization, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, unless the related Note is included in a Securitization, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes togetherNote A-1 together with Note A-2, Note A-3 and Note A-4 in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a Rating Agency Confirmation, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency Confirmation hereunder and the condition for such Rating Agency Confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each the non-transferring Note Holder and (b) and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation confirmation in writing from each Rating Agency that such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities of such Securitization Trustissued pursuant to the related Securitization. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until without a confirmation in writing from each Rating Agency Confirmation is obtainedthat such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall will pay the expenses of the any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder Holders, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in a its Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes togetherNote A-1(A-CP) together with Note A-1(A-NCP), Note A-1(B-CP), Note A-2, Note A-3(A-CP), Note A-3(B-CP), Note A-3(C-CP), Note A-3(D-NCP), Note A-3(E-NCP) and Note A-3(F-NCP) in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency Confirmation hereunder and the condition for such Rating Agency Confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (or a participation interest in such Note) (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this Agreement. Promptly after the Transfer (other than a Transfer to a Securitization Trust)any such Transfer, the any non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a each transferee or the applicable transferring Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentencesentence or a Transfer by a Note Holder to an entity that constitutes a Qualified Institutional Lender pursuant to clause (c)(iii) of the definition thereof) and (y) a copy of the assignment and assumption agreement referred to in Section 1515 (unless the transferee is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to comply with this Agreement). If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) if any such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain provide each of the applicable engaged Rating Agencies for such Securitization Trust with a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization TrustCommunication. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such any non-transferring Note Holder’s Note is held in a Securitization Trust, until a Rating Agency Confirmation is obtainedreceived from each engaged Rating Agency for such Securitization Trust, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Communication or Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder or of any other Person or having to provide any Rating Agency ConfirmationCommunication, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note, other than to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of the Lead Securitization Note together with all of the Notes togetherNon-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (or a participation interest in such Note) (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this Agreement. Promptly after the Transfer (other than a Transfer to a Securitization Trust)any such Transfer, the any non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a each transferee or the applicable transferring Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentencesentence or a Transfer by a Note Holder to an entity that constitutes a Qualified Institutional Lender pursuant to clause (c)(iii) of the definition thereof) and (y) a copy of the assignment and assumption agreement referred to in Section 1515 (unless the transferee is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to comply with this Agreement). If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) and, if any such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation from each of the applicable engaged Rating Agency then rating the securities of Agencies for such Securitization Trust. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if any such non-transferring Note Holder’s Note is held in a Securitization Trust, until without a Rating Agency Confirmation is obtainedfrom each of the applicable engaged Rating Agencies for such Securitization, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, unless the related Note is included in a Securitization, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes togetherNote A-1 together with Note A-2 and Note A-3, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a Rating Agency Confirmation, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency Confirmation hereunder and the condition for such Rating Agency Confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each the non-transferring Note Holder and (b) and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation confirmation in writing from each Rating Agency that such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities of such Securitization Trustissued pursuant to the related Securitization. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until without a confirmation in writing from each Rating Agency Confirmation is obtainedthat such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall will pay the expenses of the any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder Holders, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in a its Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of Note A-3 together with all of the other Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency Confirmation hereunder and the condition for such Rating Agency Confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all (either (i) directly or (ii) indirectly through entering into a derivatives contract or any portion other similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of its respective a Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-non- transferring Note Holder(s) Holders shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (ax) obtain prior to a Securitization, the consent of each non-transferring Note Holder and or (b2) if such non-transferring after a Securitization of any Note Holder’s Note is held in a Securitization TrustNote, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization TrustConfirmation. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a without Rating Agency Confirmation is obtainedConfirmation, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall will pay the expenses of the non-transferring Note Holder Holders (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in a its Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, together in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all (either (i) directly or (ii) indirectly through entering into a derivatives contract or any portion other similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of its respective a Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)any Transfer, the non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a the transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (ax) obtain prior to a Securitization, the consent of each non-transferring Note Holder, in which case such new Note Holder and shall be deemed to be a Qualified Institutional Lender pursuant to this Agreement, or (by) if after a Securitization of such non-transferring Note Holder’s Note is held in a Securitization TrustNote, obtain a Rating Agency Confirmation from each of the applicable Rating Agency then rating the securities of Agencies for such Securitization TrustTrust (after which, such new Note Holder shall be deemed to be a Qualified Institutional Lender pursuant to this Agreement). Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a without Rating Agency Confirmation is obtainedConfirmation, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Borrower Party Affiliate and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void ab initio and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder Xxxxxx agrees that it shall will pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in its Note whether or not the related transferee is a NoteQualified Institutional Lender. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (or a participation interest in such Note) (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this Agreement. Promptly after the Transfer (other than a Transfer to a Securitization Trust)any such Transfer, the any non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a each transferee or the applicable transferring Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentencesentence or a Transfer by a Note Holder to an entity that constitutes a Qualified Institutional Lender pursuant to clause (c)(iii) of the definition thereof) and (y) a copy of the assignment and assumption agreement referred to in Section 1515 (unless the transferee is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to comply with this Agreement). If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) and, if any such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation from each of the applicable engaged Rating Agency then rating the securities of Agencies for such Securitization Trust. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if any such non-transferring Note Holder’s Note is held in a Securitization Trust, until without a Rating Agency Confirmation is obtainedfrom each of the applicable engaged Rating Agencies for such Securitization, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, unless the related Note is included in a Securitization, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes togetherNote A-1 together with Note X-0, Xxxx X-0, Note A-4 and Note A-5, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a Rating Agency Confirmation, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency Confirmation hereunder and the condition for such Rating Agency Confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as with the consents contemplated by the second following sentence, each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the each non-transferring Note Holder(s) Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the written consent of each non-transferring Note Holder and (b) or, if such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation from each of the applicable engaged Rating Agency then rating the securities of Agencies for such Securitization Trust. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior written consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until without a Rating Agency Confirmation is obtainedfrom each of the applicable engaged Rating Agencies for such Securitization, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the non-each non- transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any obtaining Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without receipt of Rating Agency Confirmation and without the need to obtain the consent of the other Note Holder Holders or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Mortgage Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the each non-transferring Note Holder(s) Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentencesentence or a Transfer by a Note Holder to an entity that constitutes a Qualified Institutional Lender pursuant to clause (b)(iii) of the definition thereof) and (y) a copy of the assignment and assumption agreement referred to in Section 1515 (unless the transferee is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to comply with this Agreement). If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) if such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization Trust. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a Rating Agency Confirmation is obtained, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the each non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder Holders or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all (either (i) directly or (ii) indirectly through entering into a derivatives contract or any portion other similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of its respective a Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (a1) obtain prior to a Securitization, the consent of each non-transferring Note Holder and or (b2) if such non-transferring after a Securitization of any Note Holder’s Note is held in a Securitization TrustNote, obtain a Rating Agency Confirmation from (and in each Rating Agency then rating the securities case, such transferee shall be deemed a Qualified Institutional Lender for purposes of such Securitization Trustthis Agreement). Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a without Rating Agency Confirmation is obtainedConfirmation, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall will pay the expenses of the non-transferring Note Holder Holders (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in a its Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, together in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each The Note B Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of Transfer all or any portion of Note B except that the Note B Holder shall have the right to Transfer its respective Note Note, or any portion thereof (a “Transfer”i) except to a Qualified Institutional Lender in accordance with the terms of this Agreement. Promptly Lender, provided, that promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) shall be provided with (x) each Senior Noteholder is provided with a representation from a the transferee or the applicable such Note B Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a 20 and (y) such transfer would not cause Note Holder intends B to Transfer its respective Note, be held by more than five Persons or any portion thereof, (ii) to an entity that is not a Qualified Institutional LenderLender if the Note B Holder obtains (1) prior to a Securitization, it must first (a) obtain the consent of each non-transferring Note Holder the Lead Securitization Noteholder, such consent not to be unreasonably withheld, conditioned or delayed and (b2) if such non-transferring Note Holder’s Note is held in after a Securitization TrustSecuritization, obtain a Rating Agency Confirmation from (and for avoidance of doubt, no consent of the Lead Securitization Noteholder shall be required after a Securitization); provided that in each Rating Agency then rating of case (1) and (2), (x) promptly after the securities Transfer the Lead Securitization Noteholder is provided with a copy of the assignment and assumption agreement referred to in Section 20 and (y) such Securitization Trusttransfer would not cause Note B to be held by more than five Persons. If Note B is held by more than one Person at any time, the holders of a majority of the Note B Principal Balance shall immediately appoint a representative to exercise all rights of the Note B Holder hereunder in accordance with Section 6(a). Notwithstanding the foregoing, without the non-transferring Note Holdereach Senior Noteholder’s prior consent (consent, which will not in each case may be unreasonably withheld)withheld in the sole discretion of the applicable Senior Noteholder, and, if such non-transferring the Note Holder’s Note is held in a Securitization Trust, until a Rating Agency Confirmation is obtained, no Note B Holder shall not Transfer all or any portion of its Note (B to the Mortgage Loan Borrower or a participation interest in such Note) to a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note B Holder agrees that it shall will pay the expenses of the non-transferring Note Holder Senior Noteholders (including all expenses of the Master Servicer, Servicer and the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Note Holder Each Noteholder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of Transfer all or any portion of its respective Note except in accordance with this Section 20 and Section 41(a). Each Noteholder shall have the right, without the need to obtain the consent of any other Noteholder or any other Person, to 102 Transfer 49% or less (in the aggregate) of its interest in its Note to any Person that is not a “Transfer”) except to a Qualified Institutional Lender Prohibited Person, provided that any such Transfer shall be made in accordance with the terms of this AgreementSection 20. Promptly Each Noteholder shall have the right to Transfer its entire Note or any portion thereof exceeding 49%, (i) to a Qualified Institutional Lender that is not a Prohibited Person, provided, that promptly after the Transfer (each other than a Transfer to a Securitization Trust), the non-transferring Note Holder(s) shall be Noteholder is provided with (x) a representation from a transferee or the applicable Note Holder transferring Noteholder certifying that such transferee is a Qualified Institutional Lender (except in the case of that is not a Transfer in accordance with the immediately following sentence) Prohibited Person, and (y) a copy of the assignment and assumption agreement referred to in Section 15. If 21 and provided further, that such transfer would not cause such Note to be held by more than five persons nor cause there to be no one person owning a majority of such Note Holder intends to Transfer its respective Note, or any portion thereof, and (ii) to an entity that is not a Qualified Institutional LenderLender and is also not a Prohibited Person, it must first provided that, with respect to this clause (aii), the transferring Noteholder obtains (1) obtain prior to the Lead Securitization Date, the consent of the Note A-4-1 Holder, each non-transferring Note Holder such consent not to be unreasonably withheld, conditioned or delayed, and (b2) after the Lead Securitization Date, Rating Agency Confirmation (and for avoidance of doubt, no consent of the Lead Securitization Noteholder shall be required after the Lead Securitization Date); provided that, in each of case (1) and (2), (x) promptly after the Transfer the other Noteholders are each provided with a copy of the assignment and assumption agreement referred to in Section 21 and (y) such transfer would not cause the subject Note to be held by more than five persons; and provided further, that if such non-transferring transfer would cause there to be no one person owning a majority of the subject Note, then such transfer will not be permitted unless persons owning a majority of the subject Note Holder’s designate one of such persons to act on behalf of such persons owning such majority. If the subject Note is held in by more than one Noteholder at any time, the holders of a Securitization Trust, obtain a Rating Agency Confirmation from each Rating Agency then rating majority of the securities Note Principal Balance of such Securitization TrustNote shall immediately appoint a representative to exercise all rights of the Noteholder of such Note hereunder. Notwithstanding the foregoing, without the non-transferring Note Holdereach other Noteholder’s prior consent (consent, which will not may be unreasonably withheld)withheld in such other Noteholder’s sole and absolute discretion, and, if such non-transferring the Note Holder’s Note is held in a Securitization Trust, until a Rating Agency Confirmation is obtained, no Note B Holder shall not Transfer all or any portion of its Note (or a participation interest in such Note) to a Borrower Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for . A transferring Noteholder agrees it will pay the avoidance reasonable out-of-pocket expenses of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms other Noteholders (including all reasonable out-of-pocket expenses of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Lead Special Servicer, the Trustee each Non-Lead Master Servicer and any Controlling Note Holder or Controlling Note Holder Representativeeach Non-Lead Special Servicer) and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding Transfer unless such transfer is made by the foregoing, each Initial Note B Holder shall have the right, without the need to obtain the consent of the other Note Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trustthis Section 20.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all (either (i) directly or (ii) indirectly through entering into a derivatives contract or any portion other similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of its respective a Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (ax) obtain prior to a Securitization, the consent of each non-transferring Note Holder and or (b2) if after a Securitization of such non-transferring Note Holder’s Note is held in a Securitization TrustNote, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization TrustConfirmation. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a without Rating Agency Confirmation is obtainedConfirmation, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall will pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in a its Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the a Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a Rating Agency Confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency Confirmation hereunder and the condition for such Rating Agency Confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all (either (i) directly or (ii) indirectly through entering into a derivatives contract or any portion other similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of its respective a Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)any Transfer, the non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a the transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (ax) obtain prior to a Securitization, the consent of each non-transferring Note Holder, in which case such new Note Holder and shall be deemed to be a Qualified Institutional Lender pursuant to this Agreement, or (b2) if after a Securitization of such non-transferring Note Holder’s Note is held in a Securitization TrustNote, obtain a Rating Agency Confirmation from each of the applicable Rating Agency then rating the securities of Agencies for such Securitization TrustTrust (after which, such new Note Holder shall be deemed to be a Qualified Institutional Lender pursuant to this Agreement). Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a without Rating Agency Confirmation is obtainedConfirmation, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrowers or a Borrower Party Affiliate and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void ab initio and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall will pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in its Note whether or not the related transferee is a NoteQualified Institutional Lender. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Note Holder The Junior Noteholder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all Transfer the Junior Note or any portion of its respective thereof or interest therein without the Senior Noteholders’ prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, provided, that (i) the Junior Noteholder shall have the right to Transfer the Junior Note (a “Transfer”) except or any portion thereof or interest therein to a Qualified Institutional Lender (a “Transferee”) without obtaining the Senior Noteholders’ prior written consent, provided, that, promptly after such Transfer, each Senior Noteholder is provided with (A) other than in accordance connection with a Transfer of a participation interest as described in Section 19(c), a representation from the applicable Transferee certifying that such Transferee is a Qualified Institutional Lender, (B) other than in connection with a Transfer of a participation interest as described in Section 19(c), a copy of an assignment and assumption agreement whereby the Transferee assumes all (or a ratable portion, as the case may be) of the obligations of the Transferring Junior Noteholder hereunder with respect to the applicable Junior Note thereafter accruing and agrees to be bound by the terms of this Agreement. Promptly after the Transfer Agreement and (other than a Transfer to a Securitization Trust), the non-transferring Note Holder(s) shall be provided with (xC) a representation from a transferee or the applicable Note Holder certifying that such transferee is Transfer would not cause the Junior Note to be directly held by more than five Persons or cause there to be no one Person directly owning a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentence) and (y) a copy majority of the assignment and assumption agreement referred to in Section 15. If Junior Note, (ii) after a Note Holder intends Securitization, if the Junior Noteholder wants to Transfer its respective Note, the Junior Note or any portion thereof, thereof or interest therein to an entity any Person that is not a Qualified Institutional Lender, it must first (a) obtain the no consent of each non-transferring Note Holder the Senior Noteholders shall be required, but the Junior Noteholder shall first obtain (and (bdeliver to the Senior Noteholders) if such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation from each Rating Agency then rating and (iii) the securities of such Securitization TrustJunior Noteholder may not Transfer the Junior Note to any Prohibited Entity and the Junior Noteholder may not Transfer more than a 49% interest (in the aggregate) in the Junior Note to any Prohibited Entities. Notwithstanding the foregoing, without the non-transferring Senior Noteholders’ prior consent, which may be withheld in the Senior Noteholders’ sole discretion, the Junior Noteholder shall not Transfer the Junior Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a Rating Agency Confirmation is obtained, no Note Holder shall Transfer all or any portion of its Note (thereof or a participation interest in such Note) therein to a any Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicableTransferee. The transferring Note Holder Junior Noteholder agrees that it shall will pay the reasonable documented costs and expenses of the non-transferring Note Holder Senior Noteholders (including all costs and expenses of the Master Servicer, Servicer and the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization TrustJunior Noteholder.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all (either (i) directly or (ii) indirectly through entering into a derivatives contract or any portion other similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of its respective a Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (a1) obtain prior to a Securitization, the consent of each the related non-transferring Note Holder and or (b2) if after a Securitization of such non-transferring Note Holder’s Note is held in a Securitization TrustNote, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization TrustConfirmation. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a without Rating Agency Confirmation is obtainedConfirmation, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall will pay the expenses of the each non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder Holders, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in a its Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes togetherNote A-1 together with Note A-2, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Mortgage Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (a1) obtain prior to a Securitization, the consent of each the non-transferring Note Holder and Holders or, (b2) if such after a Securitization of the non-transferring Note Holder’s Note is held in a Securitization TrustHolders’ Note, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization TrustConfirmation. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such the non-transferring Note Holder’s Note is held in a Securitization Trust, until without a confirmation in writing from each Rating Agency Confirmation is obtainedthat such Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder Xxxxxx agrees that it shall will pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of Note A-1 together with the Notes togetherNon-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged PropertyProperties, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (or a participation interest in such Note) (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this Agreement. Promptly after the Transfer (other than a Transfer to a Securitization Trust)any such Transfer, the any non-transferring Note Holder(s) Holders shall be provided with (x) a representation from a each transferee or the applicable transferring Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentencesentence or a Transfer by a Note Holder to an entity that constitutes a Qualified Institutional Lender pursuant to clause (c)(iii) of the definition thereof) and (y) a copy of the assignment and assumption agreement referred to in Section 1515 (unless the transferee is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to comply with this Agreement). If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) and, if any such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation from each of the applicable engaged Rating Agency then rating the securities of Agencies for such Securitization Trust. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if any such non-transferring Note Holder’s Note is held in a Securitization Trust, until without a Rating Agency Confirmation is obtainedfrom each of the applicable engaged Rating Agencies for such Securitization, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, unless the related Note is included in a Securitization, each Note Holder shall have the right, without the need to obtain the consent of the any other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes togetherNote A-1 together with Note X-0, Xxxx X-0, Note A-4 and Note A-5 in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a Rating Agency Confirmation, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency Confirmation hereunder and the condition for such Rating Agency Confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all (either (i) directly or (ii) indirectly through entering into a derivatives contract or any portion other similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of its respective a Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this AgreementLender. Promptly after the Transfer (other than a Transfer to a Securitization Trust)Transfer, the non-transferring Note Holder(s) Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (ax) obtain prior to a Securitization, the consent of each the non-transferring Note Holder and or (by) if after a Securitization of such non-transferring Note Holder’s Note is held in a Securitization TrustNote, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization TrustConfirmation. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a without Rating Agency Confirmation is obtainedConfirmation, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder Xxxxxx agrees that it shall will pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, Servicer and the Trustee and any Controlling Note Holder or Controlling Note Holder RepresentativeTrustee) and all expenses relating to any the confirmation from the Rating Agency Confirmation Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder Holder, the Rating Agencies or of any other Person or having to provide any Rating Agency ConfirmationPerson, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in a its Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes togetherNotes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. For the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.

Sale of the Notes. (a) Except as contemplated by the second following sentence, each Each Note B Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of Transfer all or any portion of its respective B Note without the Note A Holders’ prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, provided, that (a “Transfer”i) except each Note B Holder shall have the right to Transfer its respective Note, or any portion thereof, to a Qualified Institutional Lender in accordance with without obtaining the terms of this Agreement. Promptly Note A Holders’ prior written consent, provided, that promptly after the Transfer (other than a Transfer to a Securitization Trust), the non-transferring Note Holder(s) shall be A Holders are provided with (x) a representation from a transferee or the applicable such Note B Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentence) and Lender, (y) a copy of the assignment and assumption agreement referred to in Section 15. If 20 and (z) such transfer would not cause such B Note to be held by more than five persons nor cause there to be no one person owning a majority of such B Note and (ii) if a Note B Holder intends wants to Transfer its respective applicable B Note, or any portion thereof, to an entity that is not a Qualified Institutional LenderLender after a Securitization, it must first (a) obtain the no consent of each non-transferring the Note A Holders shall be required, but such Note B Holder shall first obtain (and (bdeliver to the Note A Holders) if such non-transferring Note Holder’s Rating Agency Confirmation. If a B Note is held in by more than one Note B Holder at any time, the holders of a Securitization Trust, obtain majority of the applicable Note B Principal Balance shall immediately appoint a Rating Agency Confirmation from each Rating Agency then rating the securities representative to exercise all rights of such Securitization TrustB Note hereunder. Notwithstanding the foregoing, without the non-transferring Note Holder’s A Holders’ prior consent (consent, which will each Note A Holder may withhold in its sole discretion, the Note B Holders shall not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a Rating Agency Confirmation is obtained, no Note Holder shall Transfer all or any portion of its Note (B to the Mortgage Loan Borrower or a participation interest in such Note) to a Mortgage Loan Borrower Related Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a . Each Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note B Holder agrees that it shall will pay the reasonable out of pocket documented expenses of the non-transferring Note Holder A Holders (including all expenses of the Master Servicer, Servicer and the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Confirmation in connection with any such TransferTransfer requested by such Note B Holder. Notwithstanding the foregoing, The Agent shall provide two Business Days’ prior written notice to each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder or Rating Agency of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization TrustTransfer.