Common use of Servicing of the Mortgage Loan Clause in Contracts

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced pursuant to the terms of this Agreement and the applicable Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (d) If, at any time the Lead Note is no longer in a Securitization, the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case Notwithstanding anything herein to the specific terms contrary (and each Note Holder hereby agrees that this paragraph shall control over any conflicting provisions contained in this Agreement (including with respect to any other provisions containing the phrase “notwithstanding anything herein to the contrary” or words of this Agreementsimilar effect or intent), prior to the Lead Securitization Date, (x) Barclays, as Initial Agent for the Note Holders, shall cause the Mortgage Loan shall to be serviced by Midland Loan Services, a division of PNC Bank, National Association, as servicer on behalf of the Note Holders pursuant to the terms of this Agreement and the applicable that certain Interim Servicing Agreement. , dated as of August 16, 2022 (bthe “Interim Servicing Agreement”), between Barclays Bank PLC, as owner, Barclays, as owner, any new owners, as owner, and Midland Loan Services, a division of PNC Bank, National Association, as servicer, or any replacement servicing agreement entered into with any successor interim servicer appointed by Barclays, and (y) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D heretohereto as constituting “Unanimous Decisions”, by unanimous consent of the Note Holders, (ii) with respect to matters set forth on Exhibit D hereto as “Supermajority Decisions”, by consent of Note Holders of at least 66.67% Percentage Interest of the Mortgage Loan, and (iiiii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Interim Servicing Agreement (provided that any conflict between the Interim Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Controlling Note Holder. Each PSA shall contain terms Note Holder acknowledges and conditions that are customary for securitization transactions involving assets similar agrees that, from and after the Lead Securitization Date, subject in each case to this Agreement, the Mortgage Loan and that are otherwise (A) required shall be serviced by the Code relating Master Servicer and the Special Servicer pursuant to the tax elections terms of this Agreement and the Lead Securitization Servicing Agreement; provided that the Master Servicer shall not be obligated to advance monthly payments of principal or interest in respect of any Trust Fund, (BNote other than the Lead Securitization Note(s) required by law if such principal or changes in any law, rule or regulation or (C) requested interest is not paid by the Mortgage Loan Borrower but shall be obligated to make Servicing Advances subject to the terms of the Lead Securitization Servicing Agreement; provided, further, that, when appointed, the Special Servicer must have the Required Special Servicer Rating Agencies from each Rating Agency then rating a Securitization. Each Note Holder acknowledges that any other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will, subject to Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. (c) . Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Controlling Note Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under in the Servicing Agreement Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Holders as such Note Holder set forth herein and in such the Lead Securitization Servicing Agreement). (d) If, at . The Lead Securitization Servicing Agreement shall not require the Servicer to enforce the rights of any time the Lead Note is no longer in a Securitization, the Lead Note Holder shall cause against any other Note Holder or limit the Servicer in enforcing the rights of one Note Holder against any other Note Holder as may be required in order to service the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to as contemplated by this Agreement and the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement it is also understood and agreed that nothing in this sentence shall be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement has been entered into (i) to service the Mortgage Loan on behalf of the Note Holders in accordance with the Servicing Standard, the terms and such Rating Agency Confirmation has been obtained)provisions of this Agreement, the Mortgage Loan Documents, the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Securitization Servicing Agreement that was previously in effect for the and applicable law, (ii) to provide information to each servicer under each Non-Lead Note, as if such Securitization Servicing Agreement was still in full force necessary to enable each such servicer to perform its servicing duties under such Non-Lead Securitization Servicing Agreement, and effect (iii) to not take any action or refrain from taking any action or follow any direction inconsistent with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effectforegoing.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced pursuant to by the terms of this Agreement Master Servicer and the applicable Special Servicer under the Servicing Agreement in effect at any given time. Each holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note Designated Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note Designated Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Designated Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced pursuant to the terms of this Agreement and the applicable Servicing Agreement. (b) Prior to the closing of a the Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder in consultation with each Non-Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (d) If, at any time the Lead Note is no longer in a Securitization, the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any a Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the applicable Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for to which the Lead NoteNote was subject, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced prior to the Note A-1 Securitization Date pursuant to the Interim Servicing Agreement and from and after the Note A-1 Securitization Date by the Note A-1 Master Servicer and the Note A-1 Special Servicer pursuant to the terms of this Agreement and the applicable Note A-1 PSA. Each Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing The Note A-1 PSA and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each Note A-2 PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (Ai) required by the Code relating to the tax elections of any the Note A-1 Trust Fund and the Note A-2 Trust Fund, (Bii) required by law or changes in any law, rule or regulation or (Ciii) requested by the Rating Agencies rating any the Note A-1 Securitization or the Note A-2 Securitization. In addition, the Note A-1 PSA and Note A-2 PSA shall have such additional provisions as are set forth in Section 21. The Note A-1 Holder shall have the right to designate the Master Servicer and Special Servicer for the Note A-1 Securitization as long as each such party is a Qualified Servicer. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and and, if applicable, the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and and, if applicable, the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (d) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any the Non-Lead Note is in a Securitization, subject to receipt of a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Securitization Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced from and after the Note A-1 Securitization Date, by the Note A-1 Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the applicable Note A-1 PSA. Each holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced pursuant to by the terms of this Agreement Master Servicer and the applicable Special Servicer under the Servicing Agreement in effect at any given time. Each holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note Designated Holder shall cause the Mortgage Loan to be serviced by a Qualified Servicer pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (andprovided that, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation with respect to such servicing agreement shall be obtained from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note Designated Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Designated Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced from and after the Note A-1 Securitization Date, by the Note A-1 Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the applicable Note A-1 PSA. Each Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any the Non-Lead Note is in a Securitization, subject to receipt of a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced from and after the Note A-1 Securitization Date, by the Note A-1 Master Servicer and the Note A-1 Special Servicer pursuant to the terms of this Agreement and the applicable Note A-1 PSA. Each Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization[Reserved.] (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (d) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced (i) prior to the Lead Securitization Date, under interim servicing arrangements as directed by the Note A-2 Holder and (ii) from and after the Lead Securitization Date, by the Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the applicable Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Lead Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the related Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that the Notes that were held by the Lead Securitization shall continue to be considered as the Lead Note; provided further, however, that unless otherwise agreed to by the holder of the Lead Note, the master servicer under such subsequent servicing agreement shall not be required to make any P&I Advance in respect of such Note; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for to which the Lead NoteNote was subject (excluding, however, any obligation to make any P&I Advances in respect of the Lead Note except as specifically agreed to by the Servicer, and provided that the Servicer’s right to reimbursement for Property Advances as set forth in Section 17 shall remain in effect), as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced from and after the Note A-1 Securitization Date, by the Note A-1 Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the applicable Note A-1 PSA. Each Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced pursuant to by the terms of this Agreement Master Servicer and the applicable Special Servicer under the Servicing AgreementAgreement in effect at any given time. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note Designated Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note Designated Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Designated Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced pursuant to by the terms of this Agreement Master Servicer and the applicable Special Servicer under the Servicing AgreementAgreement in effect at any given time. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note Designated Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any the Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note Designated Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Designated Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced from and after the Note A-1 Securitization Date, by the Note A-1 Master Servicer and the Note A-1 Special Servicer pursuant to the terms of this Agreement and the applicable Note A-1 PSA. Each Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case Notwithstanding anything herein to the specific terms contrary (and each Note Holder hereby agrees that this paragraph shall control over any conflicting provisions contained in this Agreement (including with respect to any other provisions containing the phrase “notwithstanding anything herein to the contrary” or words of this Agreementsimilar effect or intent), prior to the Lead Securitization Date, (x) the Mortgage Loan shall be serviced pursuant to the terms of this Agreement and the applicable that certain Interim Servicing Agreement. , dated as of August 16, 2022, between Barclays Bank PLC, as owner, Barclays, as owner, any new owners, as owner, and Midland Loan Services, a division of PNC Bank, National Association, as servicer, or any replacement servicing agreement entered into with any successor interim servicer appointed by Barclays, and (by) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D heretohereto as constituting “Unanimous Decisions”, by unanimous consent of the Note Holders, (ii) with respect to matters set forth on Exhibit D hereto as “Supermajority Decisions”, by consent of Note Holders of at least 66.67% Percentage Interest of the Mortgage Loan, and (iiiii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Controlling Note Holder. Each PSA shall contain terms Note Holder acknowledges and conditions that are customary for securitization transactions involving assets similar agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and that are otherwise (A) required after the Lead Securitization Date by the Code relating Master Servicer and the Special Servicer pursuant to the tax elections terms of this Agreement and the Lead Securitization Servicing Agreement; provided that the Master Servicer shall not be obligated to advance monthly payments of principal or interest in respect of any Trust Fund, (BNote other than the Lead Securitization Note(s) required by law if such principal or changes in any law, rule or regulation or (C) requested interest is not paid by the Mortgage Loan Borrower but shall be obligated to make Servicing Advances subject to the terms of the Lead Securitization Servicing Agreement; provided, further, that, when appointed, the Special Servicer must have the Required Special Servicer Rating Agencies from each Rating Agency then rating a Securitization. Each Note Holder acknowledges that any other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will, subject to Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. (c) . Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Controlling Note Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under in the Servicing Agreement Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Holders as such Note Holder set forth herein and in such the Lead Securitization Servicing Agreement). (d) If, at . The Lead Securitization Servicing Agreement shall not require the Servicer to enforce the rights of any time the Lead Note is no longer in a Securitization, the Lead Note Holder shall cause against any other Note Holder or limit the Servicer in enforcing the rights of one Note Holder against any other Note Holder as may be required in order to service the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to as contemplated by this Agreement and the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement it is also understood and agreed that nothing in this sentence shall be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement has been entered into (i) to service the Mortgage Loan on behalf of the Note Holders in accordance with the Servicing Standard, the terms and such Rating Agency Confirmation has been obtained)provisions of this Agreement, the Mortgage Loan Documents, the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Securitization Servicing Agreement that was previously in effect for the and applicable law, (ii) to provide information to each servicer under each Non-Lead Note, as if such Securitization Servicing Agreement was still in full force necessary to enable each such servicer to perform its servicing duties under such Non-Lead Securitization Servicing Agreement, and effect (iii) to not take any action or refrain from taking any action or follow any direction inconsistent with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effectforegoing.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case Notwithstanding anything herein to the specific terms contrary (and each Note Holder hereby agrees that this paragraph shall control over any conflicting provisions contained in this Agreement (including with respect to any other provisions containing the phrase “notwithstanding anything herein to the contrary” or words of this Agreementsimilar effect or intent)), prior to the closing date of the Lead Securitization, (x) the Mortgage Loan shall be serviced pursuant to the terms of this Agreement an interim servicing agreement entered into with an interim servicer appointed by JPM, and the applicable Servicing Agreement. (by) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D heretohereto as constituting “Unanimous Decisions”, by unanimous consent of the Holders Note Holders, and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Controlling Note Holder. Each PSA shall contain terms Note Holder acknowledges and conditions that are customary for securitization transactions involving assets similar agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and that are otherwise (A) required by after the Code relating Securitization Date pursuant to the tax elections Lead Securitization Servicing Agreement and this Agreement. Each Note Holder acknowledges that the other Note Holders may elect, in their sole discretion, to include their Notes in a Securitization and agrees that it will, subject to Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement to service the Mortgage Loan on behalf of any Trust Fundthe Note Holders in accordance with the Servicing Standard, (B) required by law or changes in any the terms of the Mortgage Loan Documents, the Lead Securitization Servicing Agreement and applicable law, rule shall provide information to each Non-Lead Master Servicer and Non-Lead Special Servicer under the related Non-Lead Securitization Servicing Agreement to enable each such Non-Lead Master Servicer and Non-Lead Special Servicer to perform its servicing duties under such related Non-Lead Securitization Servicing Agreement and shall not take any action or regulation refrain from taking any action or (C) requested by follow any direction inconsistent with the Rating Agencies rating any Securitization. (c) foregoing. Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment of the initial Special Servicer by the Directing Controlling Note Holder as may be replaced pursuant to the terms of the Lead Securitization Servicing Agreement and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints, effective upon the Lead Securitization, irrevocably appoints the Master Servicer, the Special Servicer and the Trustee under in the Servicing Agreement Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Holders as Note Holder set forth herein and in such the Lead Securitization Servicing Agreement). (d) If, at any time . In no event shall the Lead Note is no longer in a Securitization, Securitization Servicing Agreement require the Lead Servicer to enforce the rights of any Note Holder shall cause against the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to other Note Holders or limit the Servicing Agreement (and, if any Non-Lead Servicer in enforcing the rights of one Note is in a Securitization, a Rating Agency Confirmation from Holder against the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreementother Note Holders; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), this statement shall not be construed to otherwise limit the Lead rights of one Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead other Note Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effectHolder.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case Notwithstanding anything herein to the specific terms contrary (and each Note Holder hereby agrees that this paragraph shall control over any conflicting provisions contained in this Agreement (including with respect to any other provisions containing the phrase “notwithstanding anything herein to the contrary” or words of this Agreementsimilar effect or intent), prior to the Lead Securitization Date, (x) Barclays, as Initial Agent for the Note Holders, shall cause the Mortgage Loan shall to be serviced by Midland Loan Services, a division of PNC Bank, National Association, as servicer on behalf of the Note Holders pursuant to the terms of this Agreement and the applicable that certain Interim Servicing Agreement. , dated as of August 16, 2023 (bthe “Interim Servicing Agreement”), between Barclays Bank PLC, as owner, Barclays, as owner, any new owners, as owner, and Midland Loan Services, a division of PNC Bank, National Association, as servicer, or any replacement servicing agreement entered into with any successor interim servicer appointed by Barclays, and (y) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D heretohereto as constituting “Unanimous Decisions”, by unanimous consent of the Note Holders, (ii) with respect to matters set forth on Exhibit D hereto as “Supermajority Decisions”, by consent of Note Holders of at least 66.67% Percentage Interest of the Mortgage Loan, and (iiiii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Interim Servicing Agreement (provided that any conflict between the Interim Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Controlling Note Holder. Each PSA shall contain terms Note Holder acknowledges and conditions that are customary for securitization transactions involving assets similar agrees that, from and after the Lead Securitization Date, subject in each case to this Agreement, the Mortgage Loan and that are otherwise (A) required shall be serviced by the Code relating Master Servicer and the Special Servicer pursuant to the tax elections terms of this Agreement and the Lead Securitization Servicing Agreement; provided that the Master Servicer shall not be obligated to advance monthly payments of principal or interest in respect of any Trust Fund, (BNote other than the Lead Securitization Note(s) required by law if such principal or changes in any law, rule or regulation or (C) requested interest is not paid by the Mortgage Loan Borrower but shall be obligated to make Servicing Advances subject to the terms of the Lead Securitization Servicing Agreement; provided, further, that, when appointed, the Special Servicer must have the Required Special Servicer Rating Agencies from each Rating Agency then rating a Securitization. Each Note Holder acknowledges that any other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will, subject to Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. (c) . Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Controlling Note Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under in the Servicing Agreement Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Holders as such Note Holder set forth herein and in such the Lead Securitization Servicing Agreement). (d) If, at . The Lead Securitization Servicing Agreement shall not require the Servicer to enforce the rights of any time the Lead Note is no longer in a Securitization, the Lead Note Holder shall cause against any other Note Holder or limit the Servicer in enforcing the rights of one Note Holder against any other Note Holder as may be required in order to service the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to as contemplated by this Agreement and the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement it is also understood and agreed that nothing in this sentence shall be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement has been entered into (i) to service the Mortgage Loan on behalf of the Note Holders in accordance with the Servicing Standard, the terms and such Rating Agency Confirmation has been obtained)provisions of this Agreement, the Mortgage Loan Documents, the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Securitization Servicing Agreement that was previously in effect for the and applicable law, (ii) to provide information to each servicer under each Non-Lead Note, as if such Securitization Servicing Agreement was still in full force necessary to enable each such servicer to perform its servicing duties under such Non-Lead Securitization Servicing Agreement, and effect (iii) to not take any action or refrain from taking any action or follow any direction inconsistent with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effectforegoing.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced (i) prior to the Note A-1 Securitization, pursuant to the Interim Servicing Agreement, and (ii) from and after the Note A-1 Securitization Date, by the Note A-1 Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the applicable Note A-1 PSA. Each holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced by the Note A-1 Master Servicer and the Note A-1 Special Servicer pursuant to the terms of this Agreement and the applicable Note A-1 PSA. Each Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing The Note A-1 PSA and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each Note A-2 PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (Ai) required by the Code relating to the tax elections of any the Note A-1 Trust Fund and the Note A-2 Trust Fund, (Bii) required by law or changes in any law, rule or regulation or (Ciii) requested by the Rating Agencies rating any the Note A-1 Securitization or the Note A-2 Securitization. In addition, the Note A-1 PSA and Note A-2 PSA shall have such additional provisions as are set forth in Section 18. The Note A-1 Holder shall have the right to designate the Master Servicer and Special Servicer for the Note A-1 Securitization as long as each such party is a Qualified Servicer. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (d) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any the Non-Lead Note is in a Securitization, subject to receipt of a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced (i) prior to the Lead Securitization Date, under interim servicing arrangements as directed by the Note A-1-1 Holder and (ii) from and after the Lead Securitization Date, by the Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the applicable Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Lead Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the related Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that the Notes that were held by the Lead Securitization shall continue to be considered as the Lead Note; provided further, however, that unless otherwise agreed to by the holder of the Lead Note, the master servicer under such subsequent servicing agreement shall not be required to make any P&I Advance in respect of such Note; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for to which the Lead NoteNote was subject (excluding, however, any obligation to make any P&I Advances in respect of the Lead Note except as specifically agreed to by the Servicer, and provided that the Servicer’s right to reimbursement for Property Advances as set forth in Section 17 shall remain in effect), as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case Notwithstanding anything herein to the specific terms contrary (and each Note Holder hereby agrees that this paragraph shall control over any conflicting provisions contained in this Agreement (including with respect to any other provisions containing the phrase “notwithstanding anything herein to the contrary” or words of this Agreementsimilar effect or intent), prior to the Lead Securitization Date, (x) BMO, as Initial Agent for the Note Holders, shall cause the Mortgage Loan shall to be serviced by Midland Loan Services, a division of PNC Bank, National Association, as servicer on behalf of the Note Holders pursuant to the terms of this Agreement and the applicable that certain Amended and Restated Interim Servicing Agreement. , dated as of January 6, 2023 (bthe “Interim Servicing Agreement”), between BMO, as owner, any new owners, as owner, and Midland Loan Services, a division of PNC Bank, National Association, as servicer, or any replacement servicing agreement entered into with any successor interim servicer appointed by BMO, and (y) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D heretohereto as constituting “Unanimous Decisions”, by unanimous consent of the Note Holders, (ii) with respect to matters set forth on Exhibit D hereto as “Supermajority Decisions”, by consent of Note Holders of at least 66.67% Percentage Interest of the Mortgage Loan, and (iiiii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Interim Servicing Agreement (provided that any conflict between the Interim Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Controlling Note Holder. Each PSA shall contain terms Note Holder acknowledges and conditions that are customary for securitization transactions involving assets similar agrees that, from and after the Lead Securitization Date, subject in each case to this Agreement, the Mortgage Loan and that are otherwise (A) required shall be serviced by the Code relating Master Servicer and the Special Servicer pursuant to the tax elections terms of this Agreement and the Lead Securitization Servicing Agreement; provided that the Master Servicer shall not be obligated to advance monthly payments of principal or interest in respect of any Trust Fund, (BNote other than the Lead Securitization Note(s) required by law if such principal or changes in any law, rule or regulation or (C) requested interest is not paid by the Mortgage Loan Borrower but shall be obligated to make Servicing Advances subject to the terms of the Lead Securitization Servicing Agreement; provided, further, that, when appointed, the Special Servicer must have the Required Special Servicer Rating Agencies from each Rating Agency then rating a Securitization. Each Note Holder acknowledges that any other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will, subject to Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. (c) . Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Controlling Note Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under in the Servicing Agreement Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Holders as such Note Holder set forth herein and in such the Lead Securitization Servicing Agreement). (d) If, at . The Lead Securitization Servicing Agreement shall not require the Servicer to enforce the rights of any time the Lead Note is no longer in a Securitization, the Lead Note Holder shall cause against any other Note Holder or limit the Servicer in enforcing the rights of one Note Holder against any other Note Holder as may be required in order to service the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to as contemplated by this Agreement and the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement it is also understood and agreed that nothing in this sentence shall be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement has been entered into (i) to service the Mortgage Loan on behalf of the Note Holders in accordance with the Servicing Standard, the terms and such Rating Agency Confirmation has been obtained)provisions of this Agreement, the Mortgage Loan Documents, the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Securitization Servicing Agreement that was previously in effect for the and applicable law, (ii) to provide information to each servicer under each Non-Lead Note, as if such Securitization Servicing Agreement was still in full force necessary to enable each such servicer to perform its servicing duties under such Non-Lead Securitization Servicing Agreement, and effect (iii) to not take any action or refrain from taking any action or follow any direction inconsistent with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effectforegoing.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case Notwithstanding anything herein to the specific terms contrary (and each Note Holder hereby agrees that this paragraph shall control over any conflicting provisions contained in this Agreement (including with respect to any other provisions containing the phrase “notwithstanding anything herein to the contrary” or words of this Agreementsimilar effect or intent), prior to the Lead Securitization Date, (x) the Mortgage Loan shall be serviced pursuant to the terms of this Agreement and the applicable that certain Servicing Agreement. , dated as of May 11, 2016, and as amended as of the date hereof, between MSMCH, as owner, and Xxxxx Fargo Bank, National Association, as servicer, or any replacement servicing agreement entered into with any successor interim servicer appointed by MSMCH (bXxxxx Fargo Bank, National Association or any such successor interim servicer, in such capacity, the “Interim Servicer”) Prior (any which replacement servicing agreement shall be subject to a servicing standard customary for the closing of a Lead Securitizationcommercial mortgage securitization market), and (y) all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D heretohereto as constituting “Unanimous Decisions”, by unanimous consent of the Holders Note Holders, and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Controlling Note Holder. Each PSA shall contain terms Note Holder acknowledges and conditions that are customary for securitization transactions involving assets similar agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and that are otherwise (A) required after the closing date of the first Securitization by the Code relating Master Servicer and the Special Servicer pursuant to the tax elections terms of this Agreement and the Lead Securitization Servicing Agreement; provided that the Master Servicer shall not be obligated to advance monthly payments of principal or interest in respect of any Trust Fund, (BNote other than the Lead Securitization Note(s) required by law if such principal or changes in any law, rule or regulation or (C) requested interest is not paid by the Mortgage Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance premiums and other expenses related to the maintenance of the Mortgaged Property and maintenance and enforcement of the lien of the Mortgage thereon, subject to the terms of the Lead Securitization Servicing Agreement; provided, further, that, when appointed, the Special Servicer has the required Special Servicer Rating Agencies from each Rating Agency then rating a Securitization. Each Note Holder acknowledges that any other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will, subject to Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. (c) . Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Controlling Note Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under in the Servicing Agreement Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Holders as such Note Holder set forth herein and in such the Lead Securitization Servicing Agreement). (d) If, at any time . The Lead Securitization Servicing Agreement shall not limit the Lead Note is no longer Servicer in a Securitization, enforcing the Lead rights of one Note Holder shall cause against any other Note Holder as may be required in order to service the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to as contemplated by this Agreement and the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement it is also understood and agreed that nothing in this sentence shall be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note Holder shall cause i) to service the Mortgage Loan to be serviced pursuant to the provisions of in accordance with the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in placeStandard, the actual servicing terms of the Mortgage Loan may be performed by any Qualified Servicer appointed by Documents, the Lead Note Holder and does not have to be performed by the service providers set forth under the Securitization Servicing Agreement that was previously in effectand applicable law, (ii) to provide information to each servicer under each Non-Lead Securitization Servicing Agreement necessary to enable each such servicer to perform its servicing duties under such Non-Lead Securitization Servicing Agreement, and (iii) to not take any action or refrain from taking any action or follow any direction inconsistent with the foregoing.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced pursuant to by the terms of this Agreement Master Servicer and the applicable Special Servicer under the Servicing Agreement in effect at any given time. Each holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note Designated Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note Designated Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Designated Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect. (d) Notwithstanding anything to the contrary contained herein (including Sections 4 and 13(a)), each Servicing Agreement shall provide that the Servicer shall be required to service and administer the Mortgage Loan in accordance with the Servicing Standard as set forth in such Servicing Agreement, and any Holder who is not a Borrower or a Borrower Party Affiliate shall be deemed a third-party beneficiary of such provisions of the Servicing Agreement. It is understood that any Non-Lead Note Holder may separately appoint a servicer for its Non-Lead Note, by itself or together with other assets, but any such servicer will have no responsibility hereunder and shall be compensated solely by the applicable Non-Lead Note Holder from funds payable to it hereunder or otherwise. (e) The Holders acknowledge that the Servicer is to comply with this Agreement and the Mortgage Loan Documents in connection with the servicing of the Mortgage Loan. (f) If any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within the meaning of Section 860D(a) of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage Loan shall be administered such that the Notes shall qualify at all times as (or as interests in) a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired by or on behalf of the Holders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure of the Mortgage or lien on such property following a default on the Mortgage Loan shall be administered so that the interest of the pro rata share of each Holder therein shall at all times qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code, and (iii) no Servicer may modify, waive or amend any provision of the Mortgage Loan, consent to or withhold consent from any action of the Borrower, or exercise or refrain from exercising any powers or rights that the Holders may have under the Mortgage Loan Documents, if any such action would constitute a “significant modification” of the Mortgage Loan, within the meaning of Section 1.860G-2(b) of the regulations of the United States Department of the Treasury, more than three (3) months after the startup day of the REMIC that includes any Note (or any portion thereof). Each Holder agrees that the provisions of this paragraph shall be effected by compliance with any REMIC provisions in the Servicing Agreement relating to the administration of the Mortgage Loan. (g) In the event that one of the Notes is included in a REMIC, the other Holders shall not be required to reimburse such Holder or any other Person for payment of any taxes imposed on such REMIC or Advances therefor or for any interest on such Advance or for deficits in other items of disbursement or income resulting from the use of funds for payment of any such taxes, nor shall any disbursement or payment otherwise distributable to the other Holders be reduced to offset or make-up any such payment or deficit.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced pursuant to by the terms of this Agreement Master Servicer and the applicable Special Servicer under the Servicing AgreementAgreement in effect at any given time. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note Designated Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note Designated Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Designated Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect. (d) Notwithstanding anything to the contrary contained herein (including Sections 4 and 13(a)), each Servicing Agreement shall provide that the Servicer shall be required to service and administer the Mortgage Loan in accordance with the Servicing Standard as set forth in such Servicing Agreement, and any Holder who is not a Borrower or a Borrower Party Affiliate shall be deemed a third-party beneficiary of such provisions of the Servicing Agreement. It is understood that any Non-Lead Note Holder may separately appoint a servicer for its Non-Lead Note, by itself or together with other assets, but any such servicer will have no responsibility hereunder and shall be compensated solely by the applicable Non-Lead Note Holder from funds payable to it hereunder or otherwise. (e) The Holders acknowledge that the Servicer is to comply with this Agreement and the Mortgage Loan Documents in connection with the servicing of the Mortgage Loan. (f) If any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within the meaning of Section 860D(a) of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage Loan shall be administered such that the Notes shall qualify at all times as (or as interests in) a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired by or on behalf of the Holders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure of the Mortgage or lien on such property following a default on the Mortgage Loan shall be administered so that the interest of the pro rata share of each Holder therein shall at all times qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code, and (iii) no Servicer may modify, waive or amend any provision of the Mortgage Loan, consent to or withhold consent from any action of the Borrower, or exercise or refrain from exercising any powers or rights that the Holders may have under the Mortgage Loan Documents, if any such action would constitute a “significant modification” of the Mortgage Loan, within the meaning of Section 1.860G-2(b) of the regulations of the United States Department of the Treasury, more than three (3) months after the startup day of the REMIC that includes any Note (or any portion thereof). Each Holder agrees that the provisions of this paragraph shall be effected by compliance with any REMIC provisions in the Servicing Agreement relating to the administration of the Mortgage Loan. (g) In the event that one of the Notes is included in a REMIC, the other Holders shall not be required to reimburse such Holder or any other Person for payment of any taxes imposed on such REMIC or Advances therefor or for any interest on such Advance or for deficits in other items of disbursement or income resulting from the use of funds for payment of any such taxes, nor shall any disbursement or payment otherwise distributable to the other Holders be reduced to offset or make-up any such payment or deficit.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced as follows: (i) from and after the Note A-2 Securitization Date, but prior to the Note A-1 Securitization Date, by the Note A-2 Master Servicer and the Note A-2 Special Servicer pursuant to the terms of this Agreement and the applicable Note A-2 PSA; and (ii) from and after the Note A-1 Securitization Date, by the Note A-1 Master Servicer and the Note A-1 Special Servicer pursuant to the terms of this Agreement and the Note A-1 PSA. Each Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing The Note A-1 PSA and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each Note A-2 PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (Ai) required by the Code relating to the tax elections of any the Note A-1 Trust Fund and the Note A-2 Trust Fund, (Bii) required by law or changes in any law, rule or regulation or (Ciii) requested by the Rating Agencies rating any the Note A-1 Securitization or the Note A-2 Securitization. In addition, the Note A-1 PSA and Note A-2 PSA shall have such additional provisions as are set forth in Section 21. The Note A-1 Holder shall have the right to designate the Master Servicer and Special Servicer for the Note A-1 Securitization as long as each such party is a Qualified Servicer. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and and, if applicable, the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and and, if applicable, the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (d) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any the Non-Lead Note is in a Securitization, subject to receipt of a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case Notwithstanding anything herein to the specific terms contrary (and each Note Holder hereby agrees that this paragraph shall control over any conflicting provisions contained in this Agreement (including with respect to any other provisions containing the phrase “notwithstanding anything herein to the contrary” or words of this Agreementsimilar effect or intent), prior to the Lead Securitization Date, (x) the Mortgage Loan shall be serviced pursuant to the terms of this Agreement that certain Amended and the applicable Restated Servicing Agreement. , dated as of October 11, 2018 and as amended as of the date hereof, between XXXXX, as an owner, Citibank, N.A., as an owner, and Midland Loan Services, a Division of PNC Bank, National Association, as servicer, or any replacement servicing agreement entered into with any successor interim servicer appointed by XXXXX, and (by) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D heretohereto as constituting “Unanimous Decisions”, by unanimous consent of the Note Holders, (ii) with respect to matters set forth on Exhibit D hereto as “Supermajority Decisions”, by consent of Note Holders of at least 66.67% Percentage Interest of the Mortgage Loan, and (iiiii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Controlling Note Holder. Each PSA shall contain terms Note Holder acknowledges and conditions that are customary for securitization transactions involving assets similar agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and after the Lead Securitization Date, pursuant to the Lead Securitization Servicing Agreement; provided that are otherwise (A) required the Master Servicer shall not be obligated to advance monthly payments of principal or interest in respect of any Note other than the Lead Securitization Note if such principal or interest is not paid by the Code relating Mortgage Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance premiums and other expenses related to the tax elections maintenance of the Mortgaged Property and maintenance and enforcement of the lien of the Mortgage thereon, subject to the terms of the Lead Securitization Servicing Agreement (including a determination of recoverability thereunder). Each Note Holder acknowledges that any Trust Fundother Note Holder may elect, (B) required by law or changes in any lawits sole discretion, rule or regulation or (C) requested by the Rating Agencies rating any to include its Note in a Securitization and agrees that it will, subject to Section 27, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. (c) . Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer Servicer, the Certificate Administrator, the Operating Advisor and the Trustee under the Lead Securitization Servicing Agreement by the Depositor Depositor, and the appointment of the Special Servicer as the initial Special Servicer under the Lead Securitization Servicing Agreement by the Directing Depositor (subject to replacement by the Controlling Note Holder as provided herein) and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under in the Servicing Agreement Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Holders as such Note Holder set forth herein and in such the Lead Securitization Servicing Agreement). (d) If, at any time . In no event shall the Lead Securitization Servicing Agreement require the Servicer to enforce the rights of any Note is no longer Holder or limit the Servicer in a Securitizationenforcing the rights of one Note Holder against any other Note Holder; however, this statement shall not be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder. Each Servicer shall be required pursuant to the Lead Note Holder shall cause Securitization Servicing Agreement to service the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to in accordance with the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained)Standard, the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing terms of the Mortgage Loan may be performed by any Qualified Servicer appointed by Documents, the Lead Note Holder and does not have to be performed by the service providers set forth under the Securitization Servicing Agreement that was previously in effectand applicable law, and shall not take any action or refrain from taking any action or follow any direction inconsistent with the foregoing.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees thatThe Mortgage Loan shall be serviced initially by Midland Loan Services, subject a Division of PNC Bank, National Association (the “Initial Servicer”) in each case to accordance with the specific terms of this Agreement, the Mortgage Loan shall be serviced pursuant to the terms Documents, applicable law and Accepted Servicing Practices. For purposes of this Agreement Agreement, “Accepted Servicing Practices” shall mean the servicing and administration of the applicable Servicing Agreement. Mortgage Loan (a) in the same manner in which the Initial Servicer, and with the same care, skill, prudence and diligence with which the Initial Servicer generally services and administers similar mortgage loans with similar mortgagors (i) for other third parties, giving due consideration to customary and usual standards of practice of prudent institutional commercial lenders servicing their own loans or (ii) held in its own portfolio, whichever standard is higher, (b) Prior with a view to maximization of the recovery on the Mortgage Loan on a net present value basis and the best interests of the Initial Note Holders as a collective whole, and (c) without regard to: (i) any known relationship that the Initial Servicer (or any affiliate thereof) may have with the Mortgage Loan Borrower, the related sponsors or with any other party to the closing Mortgage Loan Documents; (ii) the ownership of any certificate or any interest in the Mortgage Loan by the Initial Servicer (or any affiliate thereof); (iii) the right of the Initial Servicer (or any affiliate thereof) to receive reimbursement of costs, or the sufficiency of any compensation payable to it under the servicing agreement or with respect to any particular transaction; or (iv) any ownership, servicing and/or management by the Initial Servicer (or any affiliate thereof) of any other mortgage loans or real property. The servicing fee payable to the Initial Servicer shall be as agreed to by all of the Initial Note Holders and paid out of collection on the Mortgage Loan by each Initial Note Holder on a Lead Securitizationpro rata basis in accordance with its Pro Rata Share. Furthermore, notwithstanding anything in this Agreement to the contrary, prior to the Securitization Date, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders Note Holders, and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Controlling Note Holder. Each PSA shall contain Note Holder acknowledges and agrees that, subject to the terms and conditions that are customary for securitization transactions involving assets similar to of this Agreement, the Mortgage Loan shall be serviced from and that are otherwise (A) required by after the Code relating Securitization Date pursuant to the tax elections of any Trust FundLead Securitization Servicing Agreement. Each Note Holder acknowledges that the other Note Holders may elect, (B) required by law or changes in any lawtheir sole discretion, rule or regulation or (C) requested by the Rating Agencies rating any to include their Notes in a Securitization and agrees that it will, subject to Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. (c) . Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Asset Representations Reviewer and the Trustee Operating Advisor under the Lead Securitization Servicing Agreement by the Depositor and as each such party may be replaced pursuant to the appointment terms of the Special Servicer by the Directing Holder Lead Securitization Servicing Agreement and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints, effective upon the Lead Securitization, irrevocably appoints the Master Servicer, the Special Servicer and the Trustee under in the Servicing Agreement Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Holders as such Note Holder set forth herein and in such the Lead Securitization Servicing Agreement). (d) If, at any time . In no event shall the Lead Securitization Servicing Agreement require the Servicer to enforce the rights of any Note is no longer Holder against any other Note Holder or limit the Servicer in a Securitizationenforcing the rights of one Note Holder against any other Note Holder; however, this statement shall not be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder. Each Servicer (i) shall be required pursuant to the Lead Note Holder shall cause Securitization Servicing Agreement to service the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to in accordance with the Servicing Agreement Standard (andwhich shall require, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, howeveramong other things, that until a replacement Servicing Agreement has been entered each Servicer, in servicing the Mortgage Loan, must take into (and such Rating Agency Confirmation has been obtainedaccount the interests of each Note Holder), the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing terms of the Mortgage Loan may be performed by any Qualified Servicer appointed by Documents, this Agreement, the Lead Note Holder Securitization Servicing Agreement and does not have applicable law, (ii) shall provide information to be performed by the service providers set forth each Non-Lead Servicer to enable each such Non-Lead Servicer to perform its servicing duties under the related Non-Lead Securitization Servicing Agreement that was previously in effectand (iii) shall not take any action or refrain from taking any action or follow any direction inconsistent with the foregoing.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced (i) prior to the Lead Securitization Date, under interim servicing arrangements as directed by the Note A-1-1 Holder and (ii) from and after the Lead Securitization Date, by the Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the applicable Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Lead Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the related Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that the Notes that were held by the Lead Securitization shall continue to be considered as the Lead Note; provided further, however, that unless otherwise agreed to by the holder of the Lead Note, the master servicer under such subsequent servicing agreement shall not be required to make any P&I Advance in respect of such Note; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for to which the Lead NoteNote was subject (excluding, however, any obligation to make any P&I Advances in respect of the Lead Note except as specifically agreed to by the Servicer, and provided that the Servicer’s right to reimbursement for Property Advances as set forth in Section 17 shall remain in effect), as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect. (d) Notwithstanding anything to the contrary contained herein (including Sections 4 and 13(a)), each Servicing Agreement shall provide that the Servicer shall be required to service and administer the Mortgage Loan in accordance with the Servicing Standard as set forth in such Servicing Agreement, and any Holder who is not a Borrower Party shall be deemed a third-party beneficiary of such provisions of the Servicing Agreement. It is understood that any Non-Lead Note Holder may separately appoint a servicer for its Non-Lead Note, by itself or together with other assets, but any such servicer will have no responsibility hereunder and shall be compensated solely by the applicable Non-Lead Note Holder from funds payable to it hereunder or otherwise. (e) The Holders acknowledge that the Servicer is to comply with this Agreement, the Servicing Agreement and the Mortgage Loan Documents in connection with the servicing of the Mortgage Loan. (f) If any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within the meaning of Section 860D(a) of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage Loan shall be administered such that the Notes shall qualify at all times as (or as interests in) a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired by or on behalf of the Holders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure of the Mortgage or lien on such property following a default on the Mortgage Loan shall be administered so that the interest of the pro rata share of each Holder therein shall at all times qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code, and (iii) no Servicer may modify, waive or amend any provision of the Mortgage Loan, consent to or withhold consent from any action of the Borrower, or exercise or refrain from exercising any powers or rights that the Holders may have under the Mortgage Loan Documents, if any such action would constitute a “significant modification” of the Mortgage Loan, within the meaning of Section 1.860G-2(b) of the regulations of the United States Department of the Treasury, more than three (3) months after the startup day of the REMIC that includes any Note (or any portion thereof). Each Holder agrees that the provisions of this paragraph shall be effected by compliance with any REMIC provisions in the Servicing Agreement relating to the administration of the Mortgage Loan. (g) In the event that one of the Notes is included in a REMIC, the other Holders shall not be required to reimburse such Holder or any other Person for payment of any taxes imposed on such REMIC or Advances therefor or for any interest on such Advance or for deficits in other items of disbursement or income resulting from the use of funds for payment of any such taxes, nor shall any disbursement or payment otherwise distributable to the other Holders be reduced to offset or make-up any such payment or deficit.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced pursuant to by the terms of this Agreement Master Servicer and the applicable Special Servicer under the Servicing Agreement in effect at any given time. Each holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (andprovided that, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation with respect to such servicing agreement shall be obtained from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced as follows: (i) from and after the DC2 Securitization Date, but prior to the Note A-1 Securitization Date, by the DC2 Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the applicable DC2 PSA; and (ii) from and after the Note A-1 Securitization Date, by the Note A-1 Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the Note A-1 PSA. Each Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced as follows: (i) from and after the C4 Securitization Date, but prior to the Note A-2-1 Securitization Date, by the Note A-1 Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the applicable C4 PSA; and (ii) from and after the Note A-2-1 Securitization Date, by the Note A-2-1 Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the Note A-2-1 PSA. Each Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-2-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-2-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case Notwithstanding anything herein to the specific terms contrary (and each Note Holder hereby agrees that this paragraph shall control over any conflicting provisions contained in this Agreement (including with respect to any other provisions containing the phrase “notwithstanding anything herein to the contrary” or words of this Agreementsimilar effect or intent), prior to the Lead Securitization Date, (x) the Mortgage Loan shall be serviced pursuant to in accordance with the terms of this Agreement and under an interim servicing arrangement as directed by the applicable Servicing Agreement. Controlling Note Holder, and (by) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D heretohereto as constituting “Unanimous Decisions”, by unanimous consent of the Note Holders, (ii) with respect to matters set forth on Exhibit D hereto as constituting “Super-Majority Decisions”, by consent of Note Holders of at least 66.67% Percentage Interest of the Mortgage Loan, and (iiiii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement any interim servicing agreement (provided that any conflict between the Servicing Agreement any interim servicing agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Controlling Note Holder. . (b) Each PSA shall contain terms Note Holder acknowledges and conditions that are customary for securitization transactions involving assets similar agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and that are otherwise (A) required after the Lead Securitization Date by the Code relating Master Servicer and the Special Servicer pursuant to the tax elections terms of this Agreement and the Lead Securitization Servicing Agreement; provided that the Master Servicer shall not be obligated to advance monthly payments of principal or interest in respect of any Trust Fund, (B) required by law Note other than the Lead Securitization Note if such principal or changes in any law, rule or regulation or (C) requested interest is not paid by the Rating Agencies rating Mortgage Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance premiums and other expenses related to the maintenance of the Mortgaged Property and maintenance and enforcement of the lien of the Mortgage thereon, subject to the terms of the Lead Securitization Servicing Agreement. Each Note Holder acknowledges that any other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will, subject to Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. (c) . Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Controlling Note Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under in the Servicing Agreement Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Holders as Note Holder set forth herein and in such the Lead Securitization Servicing Agreement). (d) If, at any time . The Lead Securitization Servicing Agreement shall not require the Lead Note is no longer in a Securitization, Servicer to enforce the Lead rights of one Note Holder against any other Note Holder, and shall cause not limit the Servicer in enforcing the rights of one Note Holder against any other Note Holder as may be required in order to service the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to as contemplated by this Agreement and the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement it is also understood and agreed that nothing in this sentence shall be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note Holder shall cause i) to service the Mortgage Loan to be serviced pursuant to the provisions on behalf of the Note Holders in accordance with the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in placeStandard, the actual servicing terms of the Mortgage Loan may be performed by any Qualified Servicer appointed by Documents, the Lead Note Holder and does not have to be performed by the service providers set forth under the Securitization Servicing Agreement that was previously in effectand applicable law, (ii) to provide information to each servicer under each Non-Lead Securitization Servicing Agreement necessary to enable each such servicer to perform its servicing duties under such Non-Lead Securitization Servicing Agreement, and (iii) to not take any action or refrain from taking any action or follow any direction inconsistent with the foregoing.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case Notwithstanding anything herein to the specific terms contrary (and each Note Holder hereby agrees that this paragraph shall control over any conflicting provisions contained in this Agreement (including with respect to any other provisions containing the phrase “notwithstanding anything herein to the contrary” or words of this Agreementsimilar effect or intent), prior to the first Lead Securitization Date, (x) the Mortgage Loan shall be serviced pursuant to the terms of this Agreement and the applicable that certain Servicing Agreement. , dated as of May 13, 2011, and as amended as of the date hereof, between MSMCH, as owner, and Xxxxx Fargo Bank, National Association, as servicer, or any replacement servicing agreement entered into with any successor interim servicer appointed by MSMCH (bXxxxx Fargo Bank, National Association or any such successor interim servicer, in such capacity, the “Interim Servicer”) Prior (any which replacement servicing agreement shall be subject to a servicing standard customary for the closing of a Lead Securitizationcommercial mortgage securitization market), and (y) all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D heretohereto as constituting “Unanimous Decisions”, by unanimous consent of the Holders Note Holders, and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Controlling Note Holder. Each PSA shall contain terms Note Holder acknowledges and conditions that are customary for securitization transactions involving assets similar agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and that are otherwise (A) required after the closing date of the first Securitization by the Code relating Master Servicer and the Special Servicer pursuant to the tax elections terms of this Agreement and the Lead Securitization Servicing Agreement; provided that the Master Servicer shall not be obligated to advance monthly payments of principal or interest in respect of any Trust Fund, (BNote other than the Lead Securitization Note(s) required by law if such principal or changes in any law, rule or regulation or (C) requested interest is not paid by the Mortgage Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance premiums and other expenses related to the maintenance of the Mortgaged Property and maintenance and enforcement of the lien of the Mortgage thereon, subject to the terms of the Lead Securitization Servicing Agreement; provided, further, that, when appointed, the Special Servicer has the Required Special Servicer Rating Agencies from each Rating Agency then rating a Securitization. Each Note Holder acknowledges that any other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will, subject to Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. (c) . Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Controlling Note Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (d) If, at any time the Lead Note is no longer in a Securitization, the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.the

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced pursuant to the terms of this Agreement and the applicable Servicing Agreement. (b) Prior to the closing of a the Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D heretoMajor Decisions, by unanimous consent of the Holders Directing Holder, and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing HolderHolder of Note A-1. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, to the appointment of the Master Servicer and the Trustee under the Lead Securitization Servicing Agreement by the Lead Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, the Master Servicer, the Special Servicer and the Trustee under the Lead Securitization Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Lead Securitization Servicing Agreement). (d) If, at any time the Lead Note is no longer in a Securitization, the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the related Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for to which the Lead NoteNote was subject, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced as follows: (i) from the date hereof until the earliest Securitization Date, the Mortgage Loan shall be serviced by the Interim Servicer, who shall service the Mortgage Loan pursuant to the terms of this Agreement and the applicable Interim Servicing Agreement; and (ii) from and after the date on which any Note is included in a Securitization, by the master servicer and the special servicer (each of which shall be a Qualified Servicer, but for the avoidance of doubt, Berkeley Point Capital LLC may be a sub-servicer provided its bid for such sub-servicing is acceptable to each Holder) designated in the Lead Securitization Servicing Agreement who shall service the Mortgage Loan pursuant to the terms of this Agreement and the Lead Securitization Servicing Agreement. Each Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior During the period described in Section 2(a)(i): (i) the Directing Holder shall direct the Interim Servicer to the closing of a Lead Securitization, collect all servicing and other decisions regarding amounts due or collected with respect to the Mortgage Loan or the Mortgaged Property, and remit to each Holder such Holder’s share of such amounts (net of any Excluded Amounts) on a Pro Rata and Pari Passu Basis; (ii) the Directing Holder shall be made: entitled to direct the Interim Servicer in connection with all matters relating to the servicing of the Mortgage Loan (i) which, for the avoidance of doubt, includes all ministerial and day-to-day administration decisions and all Major Actions, except that prior to giving any direction with respect to matters set forth on Exhibit D heretoa Major Action, by unanimous consent the Holders of greater than fifty percent (50%) of the Holders and (ii) Mortgage Loan Principal Balance shall have consented in writing to such direction with respect to all such Major Action, such consent not to be unreasonably withheld or delayed); and (iii) the Directing Holder may at any time and from time to time replace the special servicer then acting with respect to the Mortgage Loan and appoint a replacement special servicer in lieu thereof. Any such replacement special servicer shall be a Qualified Servicer. The Directing Holder may designate a successor special servicer by delivering to the other mattersHolders, except as otherwise expressly set forth in this Agreement or in the Interim Servicer and the then-current special servicer a written notice stating such designation. (c) The Lead Securitization Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (Ai) required by the Code relating to the tax elections of any Trust Fund, (Bii) required by law or changes in any law, rule or regulation or regulation, (Ciii) requested by the Rating Agencies rating any Securitization or (iv) required by the Person purchasing the most subordinate class of Control Eligible Certificates of the Lead Securitization. In addition, the Lead Securitization PSA shall have such additional provisions as are set forth in Section 18. If Note A-1B, Note A-2A or Note A-2B is securitized before Note A-1A, the Holder of the Note with the earliest Securitization Date (until the Note A-1A Securitization Date, and then the Note A-1A Holder) shall have the right to designate the Master Servicer and the initial Special Servicer for the Mortgage Loan as long as each such party is a Qualified Servicer. (cd) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor Special Servicer as provided herein and the appointment of the any replacement Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee (if applicable) under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (de) If, at any time the Lead Note is no longer in a Securitization, the Lead Note Directing Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, subject to the delivery of a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note Directing Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Directing Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced pursuant to by the terms of this Agreement Master Servicer and the applicable Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in Special Servicer under the Servicing Agreement (provided that in effect at any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holdergiven time. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (db) If, at any time the Lead Note is no longer in a Securitization, the Lead Note Designated Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note Designated Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Designated Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced pursuant to by the terms of this Agreement Master Servicer and the applicable Special Servicer under the Servicing Agreement in effect at any given time. Each holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing The Note A-1 PSA and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each Note A-2 PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (Ai) required by the Code relating to the tax elections of any the Note A-1 Trust Fund and the Note A-2 Trust Fund, (Bii) required by law or changes in any law, rule or regulation or (Ciii) requested by the Rating Agencies rating any the Note A-1 Securitization or the Note A-2 Securitization. In addition, the Note A-1 PSA and Note A-2 PSA shall have such additional provisions as are set forth in Section 18. The Note A-1 Holder shall have the right to designate the Master Servicer and Special Servicer for the Note A-1 Securitization as long as each such party is a Qualified Servicer. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (d) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (andprovided that, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation with respect to such servicing agreement shall be obtained from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced as follows: (i) from and after the WFCM 2016-NXS6 Securitization Date, but prior to the Note A-1 Securitization Date, by the WFCM 2016-NXS6 Master Servicer and the WFCM 2016-NXS6 Special Servicer pursuant to the terms of this Agreement and the applicable WFCM 2016-NXS6 PSA; and (ii) from and after the Note A-1 Securitization Date, by the master servicer and the special servicer for the Mortgage Loan under the Note A-1 PSA pursuant to the terms of this Agreement and the Note A-1 PSA. Each Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the The Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each each Related Non-Lead PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (Ai) required by the Code relating to the tax elections of any the respective Trust Fund, (Bii) required by law or changes in any law, rule or regulation or (Ciii) requested by the Rating Agencies rating any the related Securitization. In addition, the Servicing Agreement and each Related Non-Lead PSA shall have such additional provisions as are set forth in Section 19. The Note A-1 Holder shall have the right to designate the Master Servicer and Special Servicer for the Note A-1 Securitization as long as each such party is a Qualified Servicer. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (d) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, subject to receipt of a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.that

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case Notwithstanding anything herein to the specific terms contrary (and each Note Holder hereby agrees that this paragraph shall control over any conflicting provisions contained in this Agreement (including with respect to any other provisions containing the phrase “notwithstanding anything herein to the contrary” or words of this Agreementsimilar effect or intent), prior to the Lead Securitization Date, (x) the Mortgage Loan shall be serviced pursuant to the terms of this Agreement and the applicable that certain Servicing Agreement. , dated as of June 1, 2024, and as amended as of the date hereof, between MSMCH, as owner, and Xxxxx Fargo Bank, National Association, as servicer, or any replacement servicing agreement entered into with any successor interim servicer appointed by MSMCH (bXxxxx Fargo Bank, National Association or any such successor interim servicer, in such capacity, the “Interim Servicer”) Prior (any which replacement servicing agreement shall be subject to a servicing standard customary for the closing of a Lead Securitizationcommercial mortgage securitization market), and (y) all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D heretohereto as constituting “Unanimous Decisions”, by unanimous consent of the Holders Note Holders, and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Controlling Note Holder. Each PSA shall contain terms Note Holder acknowledges and conditions that are customary for securitization transactions involving assets similar agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and that are otherwise (A) required after the closing date of the first Securitization by the Code relating Master Servicer and the Special Servicer pursuant to the tax elections terms of this Agreement and the Lead Securitization Servicing Agreement; provided that the Master Servicer shall not be obligated to advance monthly payments of principal or interest in respect of any Trust Fund, (BNote other than the Lead Securitization Note(s) required by law if such principal or changes in any law, rule or regulation or (C) requested interest is not paid by the Mortgage Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance premiums and other expenses related to the maintenance of the Mortgaged Property and maintenance and enforcement of the lien of the Mortgage thereon, subject to the terms of the Lead Securitization Servicing Agreement; provided, further, that, when appointed, the Special Servicer has the required Special Servicer Rating Agencies from each Rating Agency then rating a Securitization. Each Note Holder acknowledges that any other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will, subject to Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. (c) . Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Controlling Note Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under in the Servicing Agreement Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Holders as such Note Holder set forth herein and in such the Lead Securitization Servicing Agreement). (d) If, at any time . The Lead Securitization Servicing Agreement shall not limit the Lead Note is no longer Servicer in a Securitization, enforcing the Lead rights of one Note Holder shall cause against any other Note Holder as may be required in order to service the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to as contemplated by this Agreement and the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement it is also understood and agreed that nothing in this sentence shall be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note Holder shall cause i) to service the Mortgage Loan to be serviced pursuant to the provisions of in accordance with the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in placeStandard, the actual servicing terms of the Mortgage Loan may be performed by any Qualified Servicer appointed by Documents, the Lead Note Holder and does not have to be performed by the service providers set forth under the Securitization Servicing Agreement that was previously in effectand applicable law, (ii) to provide information to each servicer under each Non-Lead Securitization Servicing Agreement necessary to enable each such servicer to perform its servicing duties under such Non-Lead Securitization Servicing Agreement, and (iii) to not take any action or refrain from taking any action or follow any direction inconsistent with the foregoing.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced pursuant to the terms of this Agreement and the applicable Servicing Agreement. (b) Prior to the closing of a the Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Lead Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (d) If, at any time the Lead Note is no longer in a Securitization, the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the related Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for to which the Lead NoteNote was subject, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Notwithstanding anything herein to the contrary (and each Note Holder acknowledges and hereby agrees that, subject in each case prior to the specific terms Lead Securitization Date, this paragraph shall control over any conflicting provisions contained in this Agreement (including with respect to any other provisions containing the phrase “notwithstanding anything herein to the contrary” or words of this Agreementsimilar effect or intent), (x) BMO, as Initial Agent for the Note Holders, shall cause the Mortgage Loan shall to be serviced by Midland Loan Services, a Division of PNC Bank, National Association, as interim servicer on behalf of the Note Holders pursuant to the terms of this Agreement and an interim servicing agreement between such entity as interim servicer and BMO as owner, or any replacement or successor interim servicing agreement entered into with any successor interim servicer appointed by BMO (provided that the applicable Servicing Agreement. interim servicing fee rate shall not accrue at a rate per annum in excess of 0.04%) , and (by) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth any matter or decision that is described on Exhibit D hereto, hereto as a “Unanimous Decision,” by unanimous consent of the Note Holders, (ii) with respect to any matter or decision that is described on Exhibit D hereto as a “Supermajority Decision,” by consent of Note Holders of at least a 66-2/3% Percentage Interest of the Mortgage Loan, and (iiiii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement servicing agreement described above (provided that any conflict between the Servicing Agreement such servicing agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Controlling Note Holder. Each PSA shall contain terms Note Holder acknowledges and conditions that are customary for securitization transactions involving assets similar agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and after the Lead Securitization Date pursuant to the Lead Securitization Servicing Agreement and this Agreement; provided that are otherwise (A) required the Master Servicer shall not be obligated to advance monthly payments of principal or interest in respect of any Note other than the Lead Securitization Note if such principal or interest is not paid by the Code relating Mortgage Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance premiums and other expenses related to the tax elections maintenance of the Mortgaged Property and maintenance and enforcement of the lien of the Mortgage thereon, subject to the terms of the Lead Securitization Servicing Agreement (including a determination of recoverability thereunder). Each Note Holder acknowledges that any Trust Fundother Note Holder may elect, (B) required by law or changes in any lawits sole discretion, rule or regulation or (C) requested by the Rating Agencies rating any to include its Note in a Securitization and agrees that it will, subject to Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. (c) . Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer Servicer, the Certificate Administrator, the Operating Advisor and the Trustee under the Lead Securitization Servicing Agreement by the Depositor Depositor, and the appointment of the Special Servicer as the initial Special Servicer under the Lead Securitization Servicing Agreement by the Directing Depositor (subject to replacement by the Controlling Note Holder as provided herein) and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under in the Servicing Agreement Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Holders as such Note Holder set forth herein and in such the Lead Securitization Servicing Agreement). (d) If, at any time . In no event shall the Lead Securitization Servicing Agreement require the Servicer to enforce the rights of any Note is no longer Holder or limit the Servicer in a Securitizationenforcing the rights of one Note Holder against any other Note Holder; however, this statement shall not be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder. Each Servicer shall be required pursuant to the Lead Note Holder shall cause Securitization Servicing Agreement to service the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to in accordance with the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained)Standard, the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing terms of the Mortgage Loan may be performed by any Qualified Servicer appointed by Documents, the Lead Note Holder Securitization Servicing Agreement, this Agreement and does applicable law, and shall not have to be performed by take any action or refrain from taking any action or follow any direction inconsistent with the service providers set forth under the Servicing Agreement that was previously in effectforegoing.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced as follows: (i) from and after the UBS 2017-C2 Securitization Date, but prior to the Note A-4 Securitization Date, by the UBS 2017-C2 Master Servicer and the UBS 2017-C2 Special Servicer pursuant to the terms of this Agreement and the applicable UBS 2017-C2 PSA; and (ii) from and after the Note A-4 Securitization Date, by the master servicer and the special servicer for the Mortgage Loan under the Note A-4 PSA pursuant to the terms of this Agreement and the Note A-4 PSA. Each Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the The Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each each Related Non-Lead PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (Ai) required by the Code relating to the tax elections of any the respective Trust Fund, (Bii) required by law or changes in any law, rule or regulation or (Ciii) requested by the Rating Agencies rating any the related Securitization. In addition, the Servicing Agreement and each Related Non-Lead PSA shall have such additional provisions as are set forth in Section 19. The Note A-4 Holder shall have the right to designate the Master Servicer and Special Servicer for the Note A-4 Securitization as long as each such party is a Qualified Servicer. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (d) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-4 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, subject to receipt of a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note A-4 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-4 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced pursuant to by the terms of this Agreement Master Servicer and the applicable Special Servicer under the Servicing Agreement in effect at any given time. Each holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to the closing of a Lead SecuritizationThe Note A-1-1 PSA, all servicing Note A-1-2 PSA and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each Note A-2 PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (Ai) required by the Code relating to the tax elections of any the Note A-1-1 Trust Fund, the Note A-1-2 Trust Fund and the Note A-2 Trust Fund, (Bii) required by law or changes in any law, rule or regulation or (Ciii) requested by the Rating Agencies rating any the Note A-1-1 Securitization, the Note A-1-2 Securitization or the Note A-2 Securitization. In addition, the Note A-1-1 PSA, Note A-1-2 PSA and Note A-2 PSA shall have such additional provisions as are set forth in Section 18. The Note A-1-1 Holder shall have the right to designate the Master Servicer and Special Servicer for the Note A-1-1 Securitization as long as each such party is a Qualified Servicer. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (d) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-1-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (andprovided that, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation with respect to such servicing agreement shall be obtained from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note A-1-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-1-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced by the Note A-1 Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the applicable Servicing AgreementNote A-1 PSA. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case Notwithstanding anything herein to the specific terms contrary (and each Note Holder hereby agrees that this paragraph shall control over any conflicting provisions contained in this Agreement (including with respect to any other provisions containing the phrase “notwithstanding anything herein to the contrary” or words of this Agreementsimilar effect or intent), prior to the Lead Securitization Date, (x) the Mortgage Loan shall be serviced pursuant to the terms of this Agreement that certain Amended and the applicable Restated Servicing Agreement. , dated as of October 11, 2018 and as amended as of the date hereof, between CREFI, as an owner, Citibank, N.A., as an owner, and Midland Loan Services, a Division of PNC Bank, National Association (b“Midland”), as servicer, or any replacement servicing agreement entered into with any successor interim servicer appointed by XXXXX (Midland or any such successor interim servicer, in such capacity, the “Interim Servicer”) Prior (any which replacement servicing agreement shall be subject to a servicing standard customary for the closing of a Lead Securitizationcommercial mortgage securitization market), and (y) all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D heretohereto as constituting “Unanimous Decisions”, by unanimous consent of the Holders Note Holders, and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Controlling Note Holder; provided that if, and only for so long as, both (i) CREFI remains Controlling Note Holder following the Lead Securitization Date and (ii) BANA owns any Non-Controlling Notes at such time, CREFI in its capacity as Controlling Note Holder shall not make or approve any servicing or other decision relating to a matter that would have been considered as a “Unanimous Decision” prior to the Lead Securitization Date without first obtaining the consent of BANA. Each PSA shall contain terms Note Holder acknowledges and conditions that are customary for securitization transactions involving assets similar agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and that are otherwise (A) required after the Lead Securitization Date by the Code relating Master Servicer and the Special Servicer pursuant to the tax elections terms of this Agreement and the Lead Securitization Servicing Agreement; provided that the Master Servicer shall not be obligated to advance monthly payments of principal or interest in respect of any Trust Fund, (B) required by law Note other than the Lead Securitization Note if such principal or changes in any law, rule or regulation or (C) requested interest is not paid by the Mortgage Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance premiums and other expenses related to the maintenance of the Mortgaged Property and maintenance and enforcement of the lien of the Mortgage thereon, subject to the terms of the Lead Securitization Servicing Agreement; provided, further, that, when appointed, the Special Servicer has the Required Special Servicer Rating Agencies from each Rating Agency then rating a Securitization. Each Note Holder acknowledges that any other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will, subject to Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. (c) . Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Controlling Note Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under in the Servicing Agreement Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Holders as such Note Holder set forth herein and in such the Lead Securitization Servicing Agreement). (d) If, at any time . The Lead Securitization Servicing Agreement shall not require the Lead Note is no longer in a Securitization, Servicer to enforce the Lead rights of one Note Holder against any other Note Holder, and shall cause not limit the Servicer in enforcing the rights of one Note Holder against any other Note Holder as may be required in order to service the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to as contemplated by this Agreement and the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement it is also understood and agreed that nothing in this sentence shall be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note Holder shall cause i) to service the Mortgage Loan to be serviced pursuant to the provisions of in accordance with the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in placeStandard, the actual servicing terms of the Mortgage Loan may be performed by any Qualified Servicer appointed by Documents, the Lead Note Holder and does not have to be performed by the service providers set forth under the Securitization Servicing Agreement that was previously in effectand applicable law, (ii) to provide information to each servicer under each Non-Lead Securitization Servicing Agreement necessary to enable each such servicer to perform its servicing duties under such Non-Lead Securitization Servicing Agreement, and (iii) to not take any action or refrain from taking any action or follow any direction inconsistent with the foregoing.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case Notwithstanding anything herein to the specific terms contrary (and each Note Holder hereby agrees that this paragraph shall control over any conflicting provisions contained in this Agreement (including with respect to any other provisions containing the phrase “notwithstanding anything herein to the contrary” or words of this Agreementsimilar effect or intent), prior to the Lead Securitization Date, (x) the Mortgage Loan shall be serviced pursuant to the terms of this Agreement that certain Amended and the applicable Restated Servicing Agreement. , dated as of October 11, 2018 (bthe “Interim Servicing Agreement”), between Citi, as owner 1, Citibank, N.A., as owner 2, and Midland Loan Services, a Division of PNC Bank, National Association, as servicer, or any replacement servicing agreement entered into with any successor interim servicer appointed by Citi, and (y) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D heretohereto as constituting “Unanimous Decisions”, by unanimous consent of the Note Holders, (ii) with respect to matters set forth on Exhibit D hereto as constituting “Supermajority Decisions”, by consent of Note Holders of at least 66.67% Percentage Interest of the Mortgage Loan, and (iiiii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Interim Servicing Agreement (provided that any conflict between the Interim Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Controlling Note Holder. Each PSA shall contain terms Note Holder acknowledges and conditions that are customary for securitization transactions involving assets similar agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and that are otherwise (A) required after the Lead Securitization Date by the Code relating Master Servicer and the Special Servicer pursuant to the tax elections terms of this Agreement and the Lead Securitization Servicing Agreement; provided that the Master Servicer shall not be obligated to advance monthly payments of principal or interest in respect of any Trust Fund, (BNote other than the Lead Securitization Note(s) required by law if such principal or changes in any law, rule or regulation or (C) requested interest is not paid by the Mortgage Loan Borrower but shall be obligated to make Servicing Advances subject to the terms of the Lead Securitization Servicing Agreement; provided, further, that, when appointed, the Special Servicer must have the Required Special Servicer Rating Agencies from each Rating Agency then rating a Securitization. Each Note Holder acknowledges that any other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will, subject to Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. (c) . Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Controlling Note Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under in the Servicing Agreement Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Holders as such Note Holder set forth herein and in such the Lead Securitization Servicing Agreement). (d) If, at . The Lead Securitization Servicing Agreement shall not require the Servicer to enforce the rights of any time the Lead Note is no longer in a Securitization, the Lead Note Holder shall cause against any other Note Holder or limit the Servicer in enforcing the rights of one Note Holder against any other Note Holder as may be required in order to service the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to as contemplated by this Agreement and the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement it is also understood and agreed that nothing in this sentence shall be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement has been entered into (i) to service the Mortgage Loan on behalf of the Note Holders in accordance with the Servicing Standard, the terms and such Rating Agency Confirmation has been obtained)provisions of this Agreement, the Mortgage Loan Documents, the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Securitization Servicing Agreement that was previously in effect for the and applicable law, (ii) to provide information to each servicer under each Non-Lead Note, as if such Securitization Servicing Agreement was still in full force necessary to enable each such servicer to perform its servicing duties under such Non-Lead Securitization Servicing Agreement, and effect (iii) to not take any action or refrain from taking any action or follow any direction inconsistent with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effectforegoing.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced from and after the C1 Securitization Date, by the C1 Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the applicable C1 PSA. Each holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-1-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note A-1-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-1-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case Notwithstanding anything herein to the specific terms contrary (and each Note Holder hereby agrees that this paragraph shall control over any conflicting provisions contained in this Agreement (including with respect to any other provisions containing the phrase “notwithstanding anything herein to the contrary” or words of this Agreementsimilar effect or intent)), prior to the Lead Securitization Date, (x) Barclays, as Initial Agent for the Note Holders, shall cause the Mortgage Loan shall to be serviced by Midland Loan Services, a division of PNC Bank, National Association, as servicer on behalf of the Note Holders pursuant to the terms of this Agreement and the applicable that certain Interim Servicing Agreement. , dated as of August 16, 2022 (bthe “Interim Servicing Agreement”), between Barclays Bank PLC, as owner, Barclays, as owner, any new owners, as owner, and Midland Loan Services, a division of PNC Bank, National Association, as servicer, or any replacement servicing agreement entered into with any successor interim servicer appointed by Barclays, and (y) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D heretohereto as constituting “Unanimous Decisions”, by unanimous consent of the Note Holders, (ii) with respect to matters set forth on Exhibit D hereto as “Supermajority Decisions”, by consent of Note Holders of at least 66.67% Percentage Interest of the Mortgage Loan, and (iiiii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Interim Servicing Agreement (provided that any conflict between the Interim Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Controlling Note Holder. Each PSA shall contain terms Note Holder acknowledges and conditions that are customary for securitization transactions involving assets similar agrees that, from and after the Lead Securitization Date, subject in each case to this Agreement, the Mortgage Loan and that are otherwise (A) required shall be serviced by the Code relating Master Servicer and the Special Servicer pursuant to the tax elections terms of this Agreement and the Lead Securitization Servicing Agreement; provided that the Master Servicer shall not be obligated to advance monthly payments of principal or interest in respect of any Trust Fund, (BNote other than the Lead Securitization Note(s) required by law if such principal or changes in any law, rule or regulation or (C) requested interest is not paid by the Mortgage Loan Borrower but shall be obligated to make Servicing Advances subject to the terms of the Lead Securitization Servicing Agreement; provided, further, that, when appointed, the Special Servicer must have the Required Special Servicer Rating Agencies from each Rating Agency then rating a Securitization. Each Note Holder acknowledges that any other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will, subject to Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. (c) . Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Controlling Note Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under in the Servicing Agreement Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Holders as such Note Holder set forth herein and in such the Lead Securitization Servicing Agreement). (d) If, at . The Lead Securitization Servicing Agreement shall not require the Servicer to enforce the rights of any time the Lead Note is no longer in a Securitization, the Lead Note Holder shall cause against any other Note Holder or limit the Servicer in enforcing the rights of one Note Holder against any other Note Holder as may be required in order to service the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to as contemplated by this Agreement and the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement it is also understood and agreed that nothing in this sentence shall be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement has been entered into (i) to service the Mortgage Loan on behalf of the Note Holders in accordance with the Servicing Standard, the terms and such Rating Agency Confirmation has been obtained)provisions of this Agreement, the Mortgage Loan Documents, the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Securitization Servicing Agreement that was previously in effect for the and applicable law, (ii) to provide information to each servicer under each Non-Lead Note, as if such Securitization Servicing Agreement was still in full force necessary to enable each such servicer to perform its servicing duties under such Non-Lead Securitization Servicing Agreement, and effect (iii) to not take any action or refrain from taking any action or follow any direction inconsistent with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effectforegoing.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case Notwithstanding anything herein to the specific terms contrary (and each Note Holder hereby agrees that this paragraph shall control over any conflicting provisions contained in this Agreement (including with respect to any other provisions containing the phrase “notwithstanding anything herein to the contrary” or words of this Agreementsimilar effect or intent)), prior to the closing date of the Lead Securitization, (x) the Mortgage Loan shall be serviced pursuant to the terms of this Agreement an interim servicing agreement entered into with an interim servicer appointed by JPM, and the applicable Servicing Agreement. (by) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D heretohereto as constituting “Unanimous Decisions”, by unanimous consent of the Holders Note Holders, and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Controlling Note Holder. Each PSA shall contain terms Note Holder acknowledges and conditions that are customary for securitization transactions involving assets similar agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and that are otherwise (A) required by after the Code relating Securitization Date pursuant to the tax elections Lead Securitization Servicing Agreement and this Agreement. Each Note Holder acknowledges that the other Note Holders may elect, in their sole discretion, to include their Notes in a Securitization and agrees that it will, subject to Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement to service the Mortgage Loan on behalf of any Trust Fundthe Note Holders in accordance with the Servicing Standard, (B) required by law or changes in any the terms of the Mortgage Loan Documents, the Lead Securitization Servicing Agreement and applicable law, rule shall provide information to each Non-Lead Master Servicer and Non-Lead Special Servicer under the related Non-Lead Securitization Servicing Agreement to enable each such Non-Lead Master Servicer and Non-Lead Special Servicer to perform its servicing duties under such related Non-Lead Securitization Servicing Agreement and shall not take any action or regulation refrain from taking any action or (C) requested by follow any direction inconsistent with the Rating Agencies rating any Securitization. (c) foregoing. Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment of the initial Special Servicer by the Directing Controlling Note Holder as may be replaced pursuant to the terms of the Lead Securitization Servicing Agreement and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints, effective upon the Lead Securitization, irrevocably appoints the Master Servicer, the Special Servicer and the Trustee under in the Servicing Agreement Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Holders as Note Holder set forth herein and in such the Lead Securitization Servicing Agreement). (d) If. In no event shall the Lead Securitization Servicing Agreement require the Servicer to enforce the rights of any Note Holder against the other Note Holders or limit the Servicer in enforcing the rights of one Note Holder against the other Note Holders; however, at this statement shall not be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder. At any time that the Lead Note Mortgage Loan is no longer in a Securitizationsubject to the provisions of the Lead Securitization Servicing Agreement, the Lead Note Holder shall Holders agree to cause the Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note Holders, pursuant to a servicing agreement that is has servicing terms substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.Lead

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case Notwithstanding anything herein to the specific terms contrary (and each Note Holder hereby agrees that this paragraph shall control over any conflicting provisions contained in this Agreement (including with respect to any other provisions containing the phrase “notwithstanding anything herein to the contrary” or words of this Agreementsimilar effect or intent), prior to the Lead Securitization Date, (x) the Mortgage Loan shall be serviced pursuant to the terms of this Agreement and the applicable that certain Loan Servicing Agreement. , dated as of May 24, 2011 and as amended as of the date hereof, between CREFI, as a lender, Citigroup Global Markets Realty Corp., as a lender, and Berkadia Commercial Mortgage LLC (b“Berkadia”), as servicer, or any replacement servicing agreement entered into with any successor interim servicer appointed by XXXXX (Berkadia or any such successor interim servicer, in such capacity, the “Interim Servicer”) Prior (any which replacement servicing agreement shall be subject to a servicing standard customary for the closing of a Lead Securitizationcommercial mortgage securitization market), and (y) all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D heretohereto as constituting “Unanimous Decisions”, by unanimous consent of the Note Holders, (ii) with respect to matters set forth on Exhibit D hereto as “Supermajority Decisions”, by consent of Note Holders of at least 66.67% Percentage Interest of the Mortgage Loan, and (iiiii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Controlling Note Holder. Each PSA shall contain terms Note Holder acknowledges and conditions that are customary for securitization transactions involving assets similar agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and after the Lead Securitization Date, pursuant to the Lead Securitization Servicing Agreement; provided that are otherwise (Athe Master Servicer shall not be obligated to advance monthly payments of principal or interest in respect of any Note other than the Lead Securitization Note(s) required if such principal or interest is not paid by the Code relating Mortgage Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance premiums and other expenses related to the tax elections maintenance of the Mortgaged Property and maintenance and enforcement of the lien of the Mortgage thereon, subject to the terms of the Lead Securitization Servicing Agreement (including a determination of recoverability thereunder). Each Note Holder acknowledges that any Trust Fundother Note Holder may elect, (B) required by law or changes in any lawits sole discretion, rule or regulation or (C) requested by the Rating Agencies rating any to include its Note in a Securitization and agrees that it will, subject to Section 27, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. (c) . Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer Servicer, the Certificate Administrator, the Operating Advisor and the Trustee under the Lead Securitization Servicing Agreement by the Depositor Depositor, and the appointment of the Special Servicer as the initial Special Servicer under the Lead Securitization Servicing Agreement by the Directing Depositor (subject to replacement by the Controlling Note Holder as provided herein) and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under in the Servicing Agreement Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Holders as such Note Holder set forth herein and in such the Lead Securitization Servicing Agreement). (d) If, at any time . In no event shall the Lead Securitization Servicing Agreement require the Servicer to enforce the rights of any Note is no longer Holder or limit the Servicer in a Securitizationenforcing the rights of one Note Holder against any other Note Holder; however, this statement shall not be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder. Each Servicer shall be required pursuant to the Lead Note Holder shall cause Securitization Servicing Agreement to service the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to in accordance with the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained)Standard, the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing terms of the Mortgage Loan may be performed by any Qualified Servicer appointed by Documents, the Lead Note Holder and does not have to be performed by the service providers set forth under the Securitization Servicing Agreement that was previously in effectand applicable law, and shall not take any action or refrain from taking any action or follow any direction inconsistent with the foregoing.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case Notwithstanding anything herein to the specific terms contrary (and each Note Holder hereby agrees that this paragraph shall control over any conflicting provisions contained in this Agreement (including with respect to any other provisions containing the phrase “notwithstanding anything herein to the contrary” or words of this Agreementsimilar effect or intent), prior to the Lead Securitization Date, (x) the Mortgage Loan shall be serviced pursuant to the terms of this Agreement that certain Amended and the applicable Restated Servicing Agreement. , dated as of October 11, 2018 and as amended as of the date hereof, between XXXXX, as an owner, Citibank, N.A., as an owner, and Midland Loan Services, a Division of PNC Bank, National Association, as servicer, or any replacement servicing agreement entered into with any successor interim servicer appointed by XXXXX, and (by) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D heretohereto as constituting “Unanimous Decisions”, by unanimous consent of the Note Holders, (ii) with respect to matters set forth on Exhibit D hereto as “Supermajority Decisions”, by consent of Note Holders of at least 66.67% Percentage Interest of the Mortgage Loan, and (iiiii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Controlling Note Holder. Each PSA shall contain terms Note Holder acknowledges and conditions that are customary for securitization transactions involving assets similar agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and after the Lead Securitization Date, pursuant to the Lead Securitization Servicing Agreement; provided that are otherwise (Athe Master Servicer shall not be obligated to advance monthly payments of principal or interest in respect of any Note other than the Lead Securitization Note(s) required if such principal or interest is not paid by the Code relating Mortgage Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance premiums and other expenses related to the tax elections maintenance of the Mortgaged Property and maintenance and enforcement of the lien of the Mortgage thereon, subject to the terms of the Lead Securitization Servicing Agreement (including a determination of recoverability thereunder). Each Note Holder acknowledges that any Trust Fundother Note Holder may elect, (B) required by law or changes in any lawits sole discretion, rule or regulation or (C) requested by the Rating Agencies rating any to include its Note in a Securitization and agrees that it will, subject to Section 27, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. (c) . Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer Servicer, the Certificate Administrator, the Operating Advisor and the Trustee under the Lead Securitization Servicing Agreement by the Depositor Depositor, and the appointment of the Special Servicer as the initial Special Servicer under the Lead Securitization Servicing Agreement by the Directing Depositor (subject to replacement by the Controlling Note Holder as provided herein) and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under in the Servicing Agreement Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Holders as such Note Holder set forth herein and in such the Lead Securitization Servicing Agreement). (d) If, at any time . In no event shall the Lead Securitization Servicing Agreement require the Servicer to enforce the rights of any Note is no longer Holder or limit the Servicer in a Securitizationenforcing the rights of one Note Holder against any other Note Holder; however, this statement shall not be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder. Each Servicer shall be required pursuant to the Lead Note Holder shall cause Securitization Servicing Agreement to service the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to in accordance with the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained)Standard, the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing terms of the Mortgage Loan may be performed by any Qualified Servicer appointed by Documents, the Lead Note Holder and does not have to be performed by the service providers set forth under the Securitization Servicing Agreement that was previously in effectand applicable law, and shall not take any action or refrain from taking any action or follow any direction inconsistent with the foregoing.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case Notwithstanding anything herein to the specific terms contrary (and each Note Holder hereby agrees that this paragraph shall control over any conflicting provisions contained in this Agreement (including with respect to any other provisions containing the phrase “notwithstanding anything herein to the contrary” or words of this Agreementsimilar effect or intent), prior to the Lead Securitization Date, (x) the Mortgage Loan shall be serviced pursuant to the terms of this Agreement that certain Amended and the applicable Restated Servicing Agreement. , dated as of October 11, 2018 and as amended as of the date hereof, between Citi, as owner 1, Citibank, N.A., as owner 2, and Midland Loan Services, a Division of PNC Bank, National Association, as servicer, or any replacement servicing agreement entered into with any successor interim servicer appointed by Citi (bthe “Interim Servicer”), and (y) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Note Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Controlling Note Holder. Each PSA shall contain terms Note Holder acknowledges and conditions that are customary for securitization transactions involving assets similar agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and that are otherwise (A) required after the Lead Securitization Date by the Code relating Master Servicer and the Special Servicer pursuant to the tax elections terms of this Agreement and the Lead Securitization Servicing Agreement; provided that the Master Servicer shall not be obligated to advance monthly payments of principal or interest in respect of any Trust Fund, (BNote other than the Lead Securitization Note(s) required by law if such principal or changes in any law, rule or regulation or (C) requested interest is not paid by the Mortgage Loan Borrower but shall be obligated to make Servicing Advances subject to the terms of the Lead Securitization Servicing Agreement; provided, further, that, when appointed, the Special Servicer must have the Required Special Servicer Rating Agencies from each Rating Agency then rating a Securitization. Each Note Holder acknowledges that any other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will, subject to Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. (c) . Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Controlling Note Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under in the Servicing Agreement Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Holders as such Note Holder set forth herein and in such the Lead Securitization Servicing Agreement). . The Lead Securitization Servicing Agreement shall not require the Servicer to enforce the rights of any Note Holder against any other Note Holder or limit the Servicer in enforcing the rights of one Note Holder against any other Note Holder as may be required in order to service the Mortgage Loan as contemplated by this Agreement and the Lead Securitization Servicing Agreement; provided, that it is also understood and agreed that nothing in this sentence shall be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement (di) Ifto service the Mortgage Loan on behalf of the Note Holders in accordance with the Servicing Standard, at the terms and provisions of this Agreement, the Mortgage Loan Documents, the Lead Securitization Servicing Agreement and applicable law, (ii) to provide information to each servicer under each Non-Lead Securitization Servicing Agreement necessary to enable each such servicer to perform its servicing duties under such Non-Lead Securitization Servicing Agreement, and (iii) to not take any action or refrain from taking any action or follow any direction inconsistent with the foregoing. At any time that the Lead Note Mortgage Loan is no longer in a Securitizationsubject to the provisions of the Lead Securitization Servicing Agreement, the Lead Note Holder shall Holders agree to cause the Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note Holders, pursuant to a servicing agreement that is has servicing terms substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.Lead

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case Notwithstanding anything herein to the specific terms contrary (and each Note Holder hereby agrees that this paragraph shall control over any conflicting provisions contained in this Agreement (including with respect to any other provisions containing the phrase “notwithstanding anything herein to the contrary” or words of this Agreementsimilar effect or intent)), prior to the closing date of the Lead Securitization, (x) the Mortgage Loan shall be serviced pursuant to an interim servicing agreement entered into with an interim servicer appointed by Citi (the terms of this Agreement “Interim Servicer”), and the applicable Servicing Agreement. (by) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D heretohereto as constituting “Unanimous Decisions”, by unanimous consent of the Holders Note Holders, and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Controlling Note Holder. Each PSA shall contain terms Note Holder acknowledges and conditions that are customary for securitization transactions involving assets similar agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and that are otherwise (A) required by after the Code relating Securitization Date pursuant to the tax elections Lead Securitization Servicing Agreement and this Agreement. Each Note Holder acknowledges that the other Note Holders may elect, in their sole discretion, to include their Notes in a Securitization and agrees that it will, subject to Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement to service the Mortgage Loan on behalf of any Trust Fundthe Note Holders in accordance with the Servicing Standard, (B) required by law or changes in any the terms of the Mortgage Loan Documents, the Lead Securitization Servicing Agreement and applicable law, rule shall provide information to each Non-Lead Master Servicer and Non-Lead Special Servicer under the related Non-Lead Securitization Servicing Agreement to enable each such Non-Lead Master Servicer and Non-Lead Special Servicer to perform its servicing duties under such related Non-Lead Securitization Servicing Agreement and shall not take any action or regulation refrain from taking any action or (C) requested by follow any direction inconsistent with the Rating Agencies rating any Securitization. (c) foregoing. Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment of the initial Special Servicer by the Directing Controlling Note Holder as may be replaced pursuant to the terms of the Lead Securitization Servicing Agreement and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints, effective upon the Lead Securitization, irrevocably appoints the Master Servicer, the Special Servicer and the Trustee under in the Servicing Agreement Lead Securitization as such HolderNote Xxxxxx’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Holders as Note Holder set forth herein and in such the Lead Securitization Servicing Agreement). (d) If, at any time . In no event shall the Lead Note is no longer in a Securitization, Securitization Servicing Agreement require the Lead Servicer to enforce the rights of any Note Holder shall cause against the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to other Note Holders or limit the Servicing Agreement (and, if any Non-Lead Servicer in enforcing the rights of one Note is in a Securitization, a Rating Agency Confirmation from Holder against the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreementother Note Holders; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), this statement shall not be construed to otherwise limit the Lead rights of one Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead other Note Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effectHolder.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced by the Note A-1 Master Servicer and the Note A-1 Special Servicer pursuant to the terms of this Agreement and the applicable Note A-1 PSA. Each Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing The Note A-1 PSA and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each Note A-2 PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (Ai) required by the Code relating to the tax elections of any the Note A-1 Trust Fund and the Note A-2 Trust Fund, (Bii) required by law or changes in any law, rule or regulation or (Ciii) requested by the Rating Agencies rating any the Note A-1 Securitization or the Note A-2 Securitization. In addition, the Note A-1 PSA and the Note A-2 PSA shall have such additional provisions as are set forth in Section 21. The Note A-1 Holder shall have the right to designate the Master Servicer and Special Servicer for the Note A-1 Securitization as long as each such party is a Qualified Servicer. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and and, if applicable, the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and and, if applicable, the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (d) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any the Non-Lead Note is in a Securitization, subject to receipt of a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case Notwithstanding anything herein to the specific terms contrary (and each Note Holder hereby agrees that this paragraph shall control over any conflicting provisions contained in this Agreement (including with respect to any other provisions containing the phrase “notwithstanding anything herein to the contrary” or words of this Agreementsimilar effect or intent), prior to the Lead Securitization Date, (x) the Mortgage Loan shall be serviced pursuant to the terms of this Agreement and the applicable that certain Servicing Agreement. , dated as of May 11, 2016, and as amended as of the date hereof, between MSMCH, as owner, and Wxxxx Fargo Bank, National Association, as servicer, or any replacement servicing agreement entered into with any successor interim servicer appointed by MSMCH (bWxxxx Fargo Bank, National Association or any such successor interim servicer, in such capacity, the “Interim Servicer”) Prior (any which replacement servicing agreement shall be subject to a servicing standard customary for the closing of a Lead Securitizationcommercial mortgage securitization market), and (y) all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D heretohereto as constituting “Unanimous Decisions”, by unanimous consent of the Holders Note Holders, and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Controlling Note Holder. Each PSA shall contain terms Note Holder acknowledges and conditions that are customary for securitization transactions involving assets similar agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and that are otherwise (A) required after the closing date of the first Securitization by the Code relating Master Servicer and the Special Servicer pursuant to the tax elections terms of this Agreement and the Lead Securitization Servicing Agreement; provided that the Master Servicer shall not be obligated to advance monthly payments of principal or interest in respect of any Trust Fund, (BNote other than the Lead Securitization Note(s) required by law if such principal or changes in any law, rule or regulation or (C) requested interest is not paid by the Mortgage Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance premiums and other expenses related to the maintenance of the Mortgaged Property and maintenance and enforcement of the lien of the Mortgage thereon, subject to the terms of the Lead Securitization Servicing Agreement; provided, further, that, when appointed, the Special Servicer has the required Special Servicer Rating Agencies from each Rating Agency then rating a Securitization. Each Note Holder acknowledges that any other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will, subject to Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. (c) . Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Controlling Note Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under in the Servicing Agreement Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Holders as such Note Holder set forth herein and in such the Lead Securitization Servicing Agreement). (d) If, at any time . The Lead Securitization Servicing Agreement shall not limit the Lead Note is no longer Servicer in a Securitization, enforcing the Lead rights of one Note Holder shall cause against any other Note Holder as may be required in order to service the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to as contemplated by this Agreement and the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement it is also understood and agreed that nothing in this sentence shall be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note Holder shall cause i) to service the Mortgage Loan to be serviced pursuant to the provisions of in accordance with the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in placeStandard, the actual servicing terms of the Mortgage Loan may be performed by any Qualified Servicer appointed by Documents, the Lead Note Holder and does not have to be performed by the service providers set forth under the Securitization Servicing Agreement that was previously in effectand applicable law, (ii) to provide information to each servicer under each Non-Lead Securitization Servicing Agreement necessary to enable each such servicer to perform its servicing duties under such Non-Lead Securitization Servicing Agreement, and (iii) to not take any action or refrain from taking any action or follow any direction inconsistent with the foregoing.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced by the Note A-1 Master Servicer and the Note A-1 Special Servicer pursuant to the terms of this Agreement and the applicable Note A-1 PSA. Each Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, subject to a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) Securitization); and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect. (d) Notwithstanding anything to the contrary contained herein (including Sections 4 and 13(a)), each Servicing Agreement shall provide that the Servicer shall be required to service and administer the Mortgage Loan in accordance with the Servicing Standard as set forth in such Servicing Agreement, and any Holder who is not a Borrower or an Affiliate of a Borrower shall be deemed a third-party beneficiary of such provisions of the Servicing Agreement. It is understood that any Non-Lead Note Holder may separately appoint a servicer for its Non-Lead Note, by itself or together with other assets, but any such servicer will have no responsibility hereunder and shall be compensated solely by the applicable Non-Lead Note Holder from funds payable to it hereunder or otherwise. (e) The Holders acknowledge that the Servicer is to comply with this Agreement and the Mortgage Loan Documents in connection with the servicing of the Mortgage Loan. (f) If any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within the meaning of Section 860D(a) of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage Loan shall be administered such that the Notes shall qualify at all times as (or as interests in) a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired by or on behalf of the Holders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure of the Mortgage or lien on such property following a default on the Mortgage Loan shall be administered so that the interest of the pro rata share of each Holder therein shall at all times qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code, and (iii) no Servicer may modify, waive or amend any provision of the Mortgage Loan, consent to or withhold consent from any action of the Borrower, or exercise or refrain from exercising any powers or rights that the Holders may have under the Mortgage Loan Documents, if any such action would constitute a “significant modification” of the Mortgage Loan, within the meaning of Section 1.860G 2(b) of the regulations of the United States Department of the Treasury, more than three (3) months after the startup day of the REMIC that includes any Note (or any portion thereof). Each Holder agrees that the provisions of this paragraph shall be effected by compliance with any REMIC provisions in the Servicing Agreement relating to the administration of the Mortgage Loan. (g) In the event that one of the Notes is included in a REMIC, the other Holders shall not be required to reimburse such Holder or any other Person for payment of any taxes imposed on such REMIC or Advances therefor or for any interest on such Advance or for deficits in other items of disbursement or income resulting from the use of funds for payment of any such taxes, nor shall any disbursement or payment otherwise distributable to the other Holders be reduced to offset or make-up any such payment or deficit.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced pursuant to the terms of this Agreement and the applicable Servicing Agreement. (b) Prior to the closing of a the Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (d) If, at any time the Lead Note is Note(s) are no longer in a Securitization, the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any a Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for to which the Lead NoteNote(s) were subject, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced as follows: (i) from and after the Note A-2 Securitization Date, but prior to the Note A-1-A Securitization Date, by the Note A-2 Master Servicer and the Note A-2 Special Servicer pursuant to the terms of this Agreement and the applicable Note A-2 PSA; and (ii) from and after the Note A-1-A Securitization Date, by the Note A-1-A Master Servicer and the Note A-1-A Special Servicer pursuant to the terms of this Agreement and the Note A-1-A PSA. Each Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note Designated Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note Designated Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Designated Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced pursuant to the terms of this Agreement and the applicable Servicing Agreement. (b) Prior to the closing of a the Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (d) If, at any time the Lead Note is no longer in a Securitization, the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any the Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for to which the Lead NoteNote was subject, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced as follows: (i) from and after the Note A-3 Securitization Date, but prior to the Note A-1 Securitization Date, by the Note A-3 Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the applicable Servicing AgreementNote A-3 PSA; and (ii) from and after the Note A-1 Securitization Date, by the Note A-1 Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the Note A-1 PSA. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced by the JP2 Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the applicable JP2 PSA. Each Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-2 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced as follows: (i) from and after the C5 Securitization Date, but prior to the Note A-2 Securitization Date, by the C5 Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the applicable C5 PSA; and (ii) from and after the Note A-2 Securitization Date, by the Note A-2 Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the Note A-2 PSA. Each Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-2 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note A-2 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-2 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced pursuant to the terms of this Agreement and the applicable Servicing Agreement. (b) Prior to the closing of a the Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder in consultation with each Non-Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (d) If, at any time the Lead Note is no longer in a Securitization, the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any a Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the applicable Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for to which the Lead NoteNote was subject, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect. (e) Notwithstanding anything to the contrary contained herein (including Sections 4 and 13(a)), each Servicing Agreement shall provide that the Servicer shall be required to service and administer the Mortgage Loan in accordance with the Servicing Standard as set forth in such Servicing Agreement, and any Holder who is not a Borrower Party shall be deemed a third-party beneficiary of such provisions of the Servicing Agreement. It is understood that each Non-Lead Note Holder may separately appoint a servicer for its Non-Lead Note, by itself or together with other assets, but any such servicer will have no responsibility or direct rights hereunder and shall be compensated solely by such Non-Lead Note Holder from funds payable to it hereunder or otherwise. (f) The Holders acknowledge that the Servicer is to comply with this Agreement, the Servicing Agreement and the Mortgage Loan Documents in connection with the servicing of the Mortgage Loan. (g) If any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within the meaning of Section 860D(a) of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage Loan shall be administered such that the Notes shall qualify at all times as (or as interests in) a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired by or on behalf of the Holders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure of the Mortgage or lien on such property following a default on the Mortgage Loan shall be administered so that the interest of the pro rata share of each Holder therein shall at all times qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code, and (iii) no Servicer may modify, waive or amend any provision of the Mortgage Loan, consent to or withhold consent from any action of the Borrower, or exercise or refrain from exercising any powers or rights that the Holders may have under the Mortgage Loan Documents, if any such action would constitute a “significant modification” of the Mortgage Loan, within the meaning of Section 1.860G-2(b) of the regulations of the United States Department of the Treasury, more than three (3) months after the startup day of the REMIC that includes any Note (or any portion thereof). Each Holder agrees that the provisions of this paragraph shall be effected by compliance with any REMIC provisions in the Servicing Agreement relating to the administration of the Mortgage Loan. (h) In the event that one of the Notes is included in a REMIC, the other Holders shall not be required to reimburse such Holder or any other Person for payment of any taxes imposed on such REMIC or Advances therefor or for any interest on such Advance or for deficits in other items of disbursement or income resulting from the use of funds for payment of any such taxes, nor shall any disbursement or payment otherwise distributable to the other Holders be reduced to offset or make-up any such payment or deficit.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case Notwithstanding anything herein to the specific terms contrary (and each Note Holder hereby agrees that this paragraph shall control over any conflicting provisions contained in this Agreement (including with respect to any other provisions containing the phrase “notwithstanding anything herein to the contrary” or words of this Agreementsimilar effect or intent), prior to the Lead Securitization Date, (x) the Mortgage Loan shall be serviced pursuant to in accordance with the terms of this Agreement and under an interim servicing arrangement as directed by the applicable Servicing Agreement. Controlling Note Holder, and (by) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D heretohereto as constituting “Unanimous Decisions”, by unanimous consent of the Note Holders, (ii) with respect to matters set forth on Exhibit D hereto as constituting “Super-Majority Decisions”, by consent of Note Holders of at least 80% Percentage Interest of the Mortgage Loan, and (iiiii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement any interim servicing agreement (provided that any conflict between the Servicing Agreement any interim servicing agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Controlling Note Holder. . (b) Each PSA shall contain terms Note Holder acknowledges and conditions that are customary for securitization transactions involving assets similar agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and that are otherwise (A) required after the Lead Securitization Date by the Code relating Master Servicer and the Special Servicer pursuant to the tax elections terms of this Agreement and the Lead Securitization Servicing Agreement; provided that the Master Servicer shall not be obligated to advance monthly payments of principal or interest in respect of any Trust Fund, (B) required by law Note other than the Lead Securitization Note if such principal or changes in any law, rule or regulation or (C) requested interest is not paid by the Rating Agencies rating Mortgage Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance premiums and other expenses related to the maintenance of the Mortgaged Property and maintenance and enforcement of the lien of the Mortgage thereon, subject to the terms of the Lead Securitization Servicing Agreement. Each Note Holder acknowledges that any other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will, subject to Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. (c) . Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Controlling Note Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under in the Servicing Agreement Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Holders as Note Holder set forth herein and in such the Lead Securitization Servicing Agreement). . The Lead Securitization Servicing Agreement shall not require the Servicer to enforce the rights of one Note Holder against any other Note Holder, and shall not limit the Servicer in enforcing the rights of one Note Holder against any other Note Holder as may be required in order to service the Mortgage Loan as contemplated by this Agreement and the Lead Securitization Servicing Agreement; provided, that it is also understood and agreed that nothing in this sentence shall be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement (di) Ifto service the Mortgage Loan on behalf of the Note Holders in accordance with the Servicing Standard, at the terms of the Mortgage Loan Documents, the Lead Securitization Servicing Agreement and applicable law, (ii) to provide information to each servicer under each Non-Lead Securitization Servicing Agreement necessary to enable each such servicer to perform its servicing duties under such Non-Lead Securitization Servicing Agreement, and (iii) to not take any action or refrain from taking any action or follow any direction inconsistent with the foregoing. At any time that the Lead Note Mortgage Loan is no longer in a Securitizationsubject to the provisions of the Lead Securitization Servicing Agreement, the Lead Note Holder shall Holders agree to cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (andby one or more servicers, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged each of which has been agreed upon by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.Holders,

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced (i) prior to the Lead Securitization Date, under interim servicing arrangements as directed by the Note A-1 Holder and (ii) from and after the Lead Securitization Date, by the Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the applicable Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Lead Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.by

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced prior to the first Securitization Date pursuant to the terms of this Interim Servicing Agreement and from and after the applicable first Securitization Date pursuant to the Lead Securitization Servicing Agreement. (b) Prior ; provided that prior to the closing of a Lead Securitizationfirst Securitization Date, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, hereto will be made by unanimous consent of the Holders holders of Note X-0, Xxxx X-0 and (ii) Note A-4. Each Holder agrees to reasonably cooperate with each Servicer with respect to all other matters, except as otherwise expressly set forth in this Agreement or in its exercise of its rights and obligations under the Servicing Agreement Agreement. (provided that any conflict between the b) The Lead Securitization Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (Ai) required by the Code relating to the tax elections of any Trust Fundthe trust fund established under the Lead Securitization, (Bii) required by law or changes in any law, rule or regulation or (Ciii) requested by the Rating Agencies rating any the Lead Securitization. In addition, the Lead Securitization Servicing Agreement and each Non-Lead Servicing Agreement shall have such additional provisions as are set forth in Section 21. The Lead NoteHolder shall have the right to designate the Master Servicer for the Lead Securitization as long as each such party is a Qualified Servicer. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor related depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (d) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, subject to receipt of a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor applicable depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect. (e) Notwithstanding anything to the contrary contained herein (including Sections 4 and 16(a)), each Servicing Agreement shall provide that the Servicer shall be required to service and administer the Mortgage Loan in accordance with the Servicing Standard as set forth in such Servicing Agreement, and any Holder who is not the Borrower or an Affiliate of the Borrower shall be deemed a third-party beneficiary of such provisions of the Servicing Agreement that run to the benefit of such Holder. It is understood that any Non-Lead Note Holder may separately appoint a servicer for its Non-Lead Note, by itself or together with other assets, but any such servicer will have no responsibility hereunder and shall be compensated solely by the applicable Non-Lead Note Holder from funds payable to it hereunder or otherwise. (f) The Holders acknowledge that the Servicer is to comply with this Agreement and the Mortgage Loan Documents in connection with the servicing of the Mortgage Loan. (g) If any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within the meaning of Section 860D(a) of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage Loan shall be administered such that the Notes shall qualify at all times as (or as interests in) a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired by or on behalf of the Holders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure of the Mortgage or lien on such property following a default on the Mortgage Loan shall be administered so that the interest of the pro rata share of each Holder therein shall at all times qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code, and (iii) no Servicer may modify, waive or amend any provision of the Mortgage Loan, consent to or withhold consent from any action of the Borrower, or exercise or refrain from exercising any powers or rights that the Holders may have under the Mortgage Loan Documents, if any such action would constitute a “significant modification” of the Mortgage Loan, within the meaning of Section 1.860G-2(b) of the regulations of the United States Department of the Treasury, more than three (3) months after the startup day of the REMIC that includes any Note (or any portion thereof). Each Holder agrees that the provisions of this paragraph shall be effected by compliance with any REMIC provisions in the Servicing Agreement relating to the administration of the Mortgage Loan. (h) In the event that one of the Notes is included in a REMIC, the other Holders shall not be required to reimburse such Holder or any other Person for payment of any taxes imposed on such REMIC or Advances therefor or for any interest on such Advance or for deficits in other items of disbursement or income resulting from the use of funds for payment of any such taxes, nor shall any disbursement or payment otherwise distributable to the other Holders be reduced to offset or make-up any such payment or deficit.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced as follows from and after the Note A-4 Securitization Date, by the Note A-4 Master Servicer and the Note A-4 Special Servicer pursuant to the terms of this Agreement and the applicable Note A-4 PSA. Each Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder acknowledges that the role of “Administrative Agent” as described in the Loan Agreement shall be transferred to the Master Servicer and Special Servicer, as appropriate (except that any reference to the Administrative Agent as the holder of Note A-1 (as provided in Section 9.4(c) of the Loan Agreement) shall refer to Natixis in its individual capacity). Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-4 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.is

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced from and after the Note A-1 Securitization Date, by the Note A-1 Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the applicable Servicing AgreementNote A-1 PSA. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Note Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, (i) from and after the date hereof and prior to the Securitization Date, the Mortgage Loan shall be serviced pursuant to the terms of this Agreement ISA and (ii) from and after the applicable Servicing Agreement. (b) Prior to the closing of a Lead SecuritizationSecuritization Date, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with serviced pursuant to the Note A-1 PSA; provided that the Master Servicer shall not be obligated to advance monthly payments of principal or interest in respect of any Note other than the Lead Securitization Note if such principal or interest is not paid by the Borrower but shall be obligated to matters set forth on Exhibit D heretoadvance delinquent real estate taxes, by unanimous consent insurance premiums and other expenses related to the maintenance of the Holders Mortgaged Property and (ii) with respect maintenance and enforcement of the lien of the Leasehold Mortgage thereon, subject to all other matters, except as otherwise expressly set forth in this Agreement or in the terms of the Lead Securitization Servicing Agreement (provided that including any conflict between provisions governing the determination of non-recoverability. The Lead Securitization Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (Ai) required by the Code relating to the tax elections of any Trust FundSecuritization Trust, (Bii) required by law or changes in any law, rule or regulation or (Ciii) requested generally required by the Rating Agencies rating any in connection with the issuance of ratings in securitizations similar to the Securitizations. In addition, the Lead Securitization Servicing Agreement shall have such additional provisions as are set forth in Schedule I hereto. Each Note Holder acknowledges that the other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will, subject to Section 27, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. (c) . Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment of the initial Special Servicer by the Directing Controlling Note Holder as may be replaced pursuant to the terms of the Lead Securitization Servicing Agreement and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints, effective upon the Lead Securitization, irrevocably appoints the Master Servicer, the Special Servicer and the Trustee under in the Servicing Agreement Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Holders as Note Holder set forth herein and in such the Lead Securitization Servicing Agreement). (d) If, at any time . In no event shall the Lead Securitization Servicing Agreement require the Servicer to enforce the rights of any Note Holder against any other Note Holder or limit the Servicer in enforcing the rights of one Note Holder against any other Note Holder; however, this statement shall not be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder; provided that, if any payment is no longer made from general funds of the Lead Securitization Trust on deposit in the Certificate Account for the Lead Securitization Trust and the Lead Securitization Trust is entitled under the terms of this Agreement to reimbursement from a Non-Lead Securitization Note Holder with respect to all or a portion of such Non-Lead Securitization’s “share” of such payment, the Servicer may use efforts in accordance with the Servicing Standard to exercise promptly the rights of the Lead Securitization Trust under this Agreement to obtain reimbursement from a Non-Lead Securitization Note Holder for such Non-Lead Securitization Note Holders’ allocable share of the amount so paid. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement to service the Mortgage Loan in accordance with the Servicing Standard, the terms of the Loan Documents, the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Securitization Servicing Agreement (andand applicable law, if any shall provide information to each Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Servicer under each Non-Lead Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and to enable each such Rating Agency Confirmation has been obtained), Non-Lead Servicer to perform its servicing duties under the related Non-Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Securitization Servicing Agreement that was previously in effect for and shall not take any action or refrain from taking any action or follow any direction inconsistent with the Lead Note, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effectforegoing.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced prior to the Note A-1 Securitization Date pursuant to the Interim Servicing Agreement and from and after the Note A-1 Securitization Date by the Note A-1 Master Servicer and the Note A-1 Special Servicer pursuant to the terms of this Agreement and the Note A-1 PSA. Each Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the applicable Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing The Note A-1 PSA and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each Note A-2 PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (Ai) required by the Code relating to the tax elections of any the Note A-1 Trust Fund and the Note A-2 Trust Fund, (Bii) required by law or changes in any law, rule or regulation or (Ciii) requested by the Rating Agencies rating any the Note A-1 Securitization or the Note A-2 Securitization. In addition, the Note A-1 PSA and Note A-2 PSA shall have such additional provisions as are set forth in Section 21. The Note A-1 Holder shall have the right to designate the Master Servicer and Special Servicer for the Note A-1 Securitization as long as each such party is a Qualified Servicer. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and and, if applicable, the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and and, if applicable, the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (d) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any the Non-Lead Note is in a Securitization, subject to receipt of a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Securitization Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect. (e) Notwithstanding anything to the contrary contained herein (including Sections 4 and 16(a)), each Servicing Agreement shall provide that the Servicer shall be required to service and administer the Mortgage Loan in accordance with the Servicing Standard as set forth in such Servicing Agreement, and any Holder who is not the Borrower or an Affiliate of the Borrower shall be deemed a third-party beneficiary of such provisions of the Servicing Agreement that run to the benefit of such Holder. It is understood that the Non-Lead Note Holder may separately appoint a servicer for the Non-Lead Note, by itself or together with other assets, but any such servicer will have no responsibility hereunder and shall be compensated solely by the Non-Lead Note Holder from funds payable to it hereunder or otherwise. (f) The Holders acknowledge that the Servicer is to comply with this Agreement and the Mortgage Loan Documents in connection with the servicing of the Mortgage Loan. (g) If any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within the meaning of Section 860D(a) of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage Loan shall be administered such that the Notes shall qualify at all times as (or as interests in) a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired by or on behalf of the Holders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure of the Mortgage or lien on such property following a default on the Mortgage Loan shall be administered so that the interest of the pro rata share of each Holder therein shall at all times qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code, and (iii) no Servicer may modify, waive or amend any provision of the Mortgage Loan, consent to or withhold consent from any action of the Borrower, or exercise or refrain from exercising any powers or rights that the Holders may have under the Mortgage Loan Documents, if any such action would constitute a “significant modification” of the Mortgage Loan, within the meaning of Section 1.860G-2(b) of the regulations of the United States Department of the Treasury, more than three (3) months after the startup day of the REMIC that includes any Note (or any portion thereof). Each Holder agrees that the provisions of this paragraph shall be effected by compliance with any REMIC provisions in the Servicing Agreement relating to the administration of the Mortgage Loan. (h) In the event that one of the Notes is included in a REMIC, the other Holder shall not be required to reimburse such Holder or any other Person for payment of any taxes imposed on such REMIC or Advances therefor or for any interest on such Advance or for deficits in other items of disbursement or income resulting from the use of funds for payment of any such taxes, nor shall any disbursement or payment otherwise distributable to the other Holder be reduced to offset or make-up any such payment or deficit.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced (i)(i) prior to the Lead Securitization Date, under interim servicing arrangements as directed by the Note A-1 Holder and (ii) from and after the Lead Securitization Date, by the Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the applicable Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Lead Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the related Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that the Notes that were held by the Lead Securitization shall continue to be considered as the Lead Note; provided further, however, that unless otherwise agreed to by the holder of the Lead Note, the master servicer under such subsequent servicing agreement shall not be required to make any P&I Advance in respect of such Note; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for to which the Lead NoteNote was subject (excluding, however, any obligation to make any P&I Advances in respect of the Lead Note except as specifically agreed to by the Servicer, and provided that the Servicer’s right to reimbursement for Property Advances as set forth in Section 17 shall remain in effect), as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case Notwithstanding anything herein to the specific terms contrary (and each Note Holder hereby agrees that this paragraph shall control over any conflicting provisions contained in this Agreement (including with respect to any other provisions containing the phrase “notwithstanding anything herein to the contrary” or words of this Agreementsimilar effect or intent), prior to the Lead Securitization Date, (x) the Mortgage Loan shall be serviced pursuant to the terms of this Agreement and the applicable that certain Servicing Agreement. , dated as of October 30, 2018 and as amended as of the date hereof, between Citi, as owner, and Xxxxx Fargo Bank, National Association, as servicer, or any replacement servicing agreement entered into with any successor interim servicer appointed by Citi, and (by) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D heretohereto as constituting “Unanimous Decisions”, by unanimous consent of the Note Holders, (ii) with respect to matters set forth on Exhibit D hereto as “Supermajority Decisions”, by consent of Note Holders of at least 66.67% Percentage Interest of the Mortgage Loan, and (iiiii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Controlling Note Holder. Each PSA shall contain terms Note Holder acknowledges and conditions that are customary for securitization transactions involving assets similar agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and that are otherwise (A) required after the Lead Securitization Date by the Code relating Master Servicer and the Special Servicer pursuant to the tax elections terms of this Agreement and the Lead Securitization Servicing Agreement; provided that the Master Servicer shall not be obligated to advance monthly payments of principal or interest in respect of any Trust Fund, (B) required by law Note other than the Lead Securitization Note if such principal or changes in any law, rule or regulation or (C) requested interest is not paid by the Mortgage Loan Borrower but shall be obligated to make Servicing Advances subject to the terms of the Lead Securitization Servicing Agreement; provided, further, that, when appointed, the Special Servicer has the Required Special Servicer Rating Agencies from each Rating Agency then rating a Securitization. Each Note Holder acknowledges that any other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will, subject to Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. (c) . Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Controlling Note Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under in the Servicing Agreement Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Holders as such Note Holder set forth herein and in such the Lead Securitization Servicing Agreement). (d) If, at . The Lead Securitization Servicing Agreement shall not require the Servicer to enforce the rights of any time the Lead Note is no longer in a Securitization, the Lead Note Holder shall cause against any other Note Holder or limit the Servicer in enforcing the rights of one Note Holder against any other Note Holder as may be required in order to service the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to as contemplated by this Agreement and the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement it is also understood and agreed that nothing in this sentence shall be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note Holder shall cause i) to service the Mortgage Loan to be serviced pursuant to the provisions of in accordance with the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in placeStandard, the actual servicing terms of the Mortgage Loan may be performed by any Qualified Servicer appointed by Documents, the Lead Note Holder and does not have to be performed by the service providers set forth under the Securitization Servicing Agreement that was previously in effectand applicable law, (ii) to provide information to each servicer under each Non-Lead Securitization Servicing Agreement necessary to enable each such servicer to perform its servicing duties under such Non-Lead Securitization Servicing Agreement, and (iii) to not take any action or refrain from taking any action or follow any direction inconsistent with the foregoing.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced pursuant to by the terms of this Agreement Master Servicer and the applicable Special Servicer under the Servicing AgreementAgreement in effect at any given time. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Lead Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the related Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that the Notes that were held by the Lead Securitization shall continue to be considered as the Lead Note; provided further, however, that unless otherwise agreed to by the holder of the Lead Note, the master servicer under such subsequent servicing agreement shall not be required to make any P&I Advance in respect of such Note; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for to which the Lead NoteNote was subject (excluding, however, any obligation to make any P&I Advances in respect of the Lead Note except as specifically agreed to by the Servicer, and provided that the Servicer’s right to reimbursement for Property Advances as set forth in Section 17 shall remain in effect), as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced pursuant to by the terms of this Agreement Master Servicer and the applicable Special Servicer under the Servicing Agreement in effect at any given time. Each holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to The Note A-1 PSA and the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each Note A-2 PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (Ai) required by the Code relating to the tax elections of any the Note A-1 Trust Fund and the Note A-2 Trust Fund, (Bii) required by law or changes in any law, rule or regulation or (Ciii) requested by the Rating Agencies rating any the Note A-1 Securitization and the Note A-2 Securitization. In addition, the Note A-1 PSA and Note A-2 PSA shall have such additional provisions as are set forth in Section 18. The Note A-1 Holder shall have the right to designate the Master Servicer and Special Servicer for the Note A-1 Securitization as long as each such party is a Qualified Servicer. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (d) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (andprovided that, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation with respect to such servicing agreement shall be obtained from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced (i) prior to the Lead Securitization Date, under interim servicing arrangements as directed by the Note A-2 Holder and (ii) from and after the Lead Securitization Date, by the Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the applicable Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Lead Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.a

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced pursuant to the terms of this Agreement and the applicable Servicing Agreement. (b) Prior to the closing of a the Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Lead Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (d) If, at any time the Lead Note is no longer in a Securitization, the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the related Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that the Notes that were held by the Lead Securitization shall continue to be considered as the Lead Note; provided further, however, that unless otherwise agreed to by the holder of the Lead Note, the master servicer under such subsequent servicing agreement shall not be required to make any P&I Advance in respect of such Note; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for to which the Lead NoteNote was subject (excluding, however, any obligation to make any P&I Advances in respect of the Lead Note except as specifically agreed to by the Servicer, and provided that the Servicer’s right to reimbursement for Property Advances as set forth in Section 17 shall remain in effect), as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced pursuant to by the terms of this Agreement Master Servicer and the applicable Special Servicer under the Servicing AgreementAgreement in effect at any given time. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-1-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note A-1-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-1-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) The Mortgage Loan shall be serviced initially by Xxxxx Fargo Bank (the “Initial Servicer”) in accordance with the terms of this Agreement, the Mortgage Loan Documents, applicable law and Accepted Servicing Practices. For purposes of this Agreement, “Accepted Servicing Practices” shall mean the servicing and administration of the Mortgage Loan (a) in the same manner in which the Initial Servicer, and with the same care, skill, prudence and diligence with which the Initial Servicer generally services and administers similar mortgage loans with similar mortgagors (i) for other third parties, giving due consideration to customary and usual standards of practice of prudent institutional commercial lenders servicing their own loans or (ii) held in its own portfolio, whichever standard is higher, (b) with a view to maximization of the recovery on the Mortgage Loan on a net present value basis and the best interests of the Initial Note Holders as a collective whole, and (c) without regard to: (i) any known relationship that the Initial Servicer (or any affiliate thereof) may have with the Mortgage Loan Borrower, the related sponsors or with any other party to the Mortgage Loan Documents; (ii) the ownership of any certificate or any interest in the Mortgage Loan by the Initial Servicer (or any affiliate thereof); (iii) the right of the Initial Servicer (or any affiliate thereof) to receive reimbursement of costs, or the sufficiency of any compensation payable to it under the servicing agreement or with respect to any particular transaction; or (iv) any ownership, servicing and/or management by the Initial Servicer (or any affiliate thereof) of any other mortgage loans or real property. The servicing fee payable to the Initial Servicer shall be as agreed to by all of the Initial Note Holders and paid out of collection on the Mortgage Loan by each Initial Note Holder on a pro rata basis in accordance with its Pro Rata Share. Each Note Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced from and after the Securitization Date pursuant to the terms of this Agreement and the applicable Lead Securitization Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms Note Holder acknowledges that the other Note Holders may elect, in their sole discretion, to include their Notes in a Securitization and conditions agrees that are customary for securitization transactions involving assets similar it will, subject to the Mortgage Loan and that are otherwise (A) required by the Code relating Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any effect such Securitization. (c) . Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Asset Representations Reviewer and the Trustee Operating Advisor under the Lead Securitization Servicing Agreement by the Depositor and as each such party may be replaced pursuant to the appointment terms of the Special Servicer by the Directing Holder Lead Securitization Servicing Agreement and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints, effective upon the Lead Securitization, irrevocably appoints the Master Servicer, the Special Servicer and the Trustee under in the Servicing Agreement Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Holders as such Note Holder set forth herein and in such the Lead Securitization Servicing Agreement). (d) If, at any time . In no event shall the Lead Securitization Servicing Agreement require the Servicer to enforce the rights of any Note is no longer Holder against any other Note Holder or limit the Servicer in a Securitizationenforcing the rights of one Note Holder against any other Note Holder; however, this statement shall not be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder. Each Servicer (i) shall be required pursuant to the Lead Note Holder shall cause Securitization Servicing Agreement to service the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to in accordance with the Servicing Agreement Standard (andwhich shall require, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, howeveramong other things, that until a replacement Servicing Agreement has been entered each Servicer, in servicing the Mortgage Loan, must take into (and such Rating Agency Confirmation has been obtainedaccount the interests of each Note Holder), the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing terms of the Mortgage Loan may be performed by any Qualified Servicer appointed by Documents, this Agreement, the Lead Note Holder Securitization Servicing Agreement and does not have applicable law, (ii) shall provide information to be performed by the service providers set forth each Non-Lead Servicer to enable each such Non-Lead Servicer to perform its servicing duties under the related Non-Lead Securitization Servicing Agreement that was previously in effectand (iii) shall not take any action or refrain from taking any action or follow any direction inconsistent with the foregoing.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced as follows: (i) from and after the Note A-2 Securitization Date, but prior to the Note A-1 Securitization Date, by the Note A-2 Master Servicer and the Note A-2 Special Servicer pursuant to the terms of this Agreement and the applicable Note A-2 PSA; and (ii) from and after the Note A-1 Securitization Date, by the Note A-1 Master Servicer and the Note A-1 Special Servicer pursuant to the terms of this Agreement and the Note A-1 PSA. Each Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing The Note A-1 PSA and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each Note A-2 PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (Ai) required by the Code relating to the tax elections of any the Note A-1 Trust Fund and the Note A-2 Trust Fund, (Bii) required by law or changes in any law, rule or regulation or (Ciii) requested by the Rating Agencies rating any the Note A-1 Securitization or the Note A-2 Securitization. In addition, the Note A-1 PSA and Note A-2 PSA shall have such additional provisions as are set forth in Section 18. The Note A-1 Holder shall have the right to designate the Master Servicer and Special Servicer for the Note A-1 Securitization as long as each such party is a Qualified Servicer. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (d) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any the Non-Lead Note is in a Securitization, subject to receipt of a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced pursuant to by the terms of this Agreement Master Servicer and the applicable Special Servicer under the Servicing Agreement in effect at any given time. Each holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to the closing of a Lead SecuritizationThe Note A-1 PSA, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each Note A-2 PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (Ai) required by the Code relating to the tax elections of any the Note A-1 Trust Fund, and the Note A-2 Trust Fund, (Bii) required by law or changes in any law, rule or regulation or (Ciii) requested by the Rating Agencies rating any the Note A-1 Securitization or the Note A-2 Securitization. In addition, the Note A-1 PSA and Note A-2 PSA shall have such additional provisions as are set forth in Section 18. The Note A-1 Holder shall have the right to designate the Master Servicer and Special Servicer for the Note A-1 Securitization as long as each such party is a Qualified Servicer. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (d) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (andprovided that, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation with respect to such servicing agreement shall be obtained from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) The Mortgage Loan shall be serviced initially by Wxxxx Fargo Bank, National Association (the “Initial Servicer”) in accordance with the terms of this Agreement, the Mortgage Loan Documents, applicable law and Accepted Servicing Practices. For purposes of this Agreement, “Accepted Servicing Practices” shall mean the servicing and administration of the Mortgage Loan (a) in the same manner in which the Initial Servicer, and with the same care, skill, prudence and diligence with which the Initial Servicer generally services and administers similar mortgage loans with similar mortgagors (i) for other third parties, giving due consideration to customary and usual standards of practice of prudent institutional commercial lenders servicing their own loans or (ii) held in its own portfolio, whichever standard is higher, (b) with a view to maximization of the recovery on the Mortgage Loan on a net present value basis and the best interests of the Initial Note Holders as a collective whole, and (c) without regard to: (i) any known relationship that the Initial Servicer (or any affiliate thereof) may have with the Mortgage Loan Borrower, the related sponsors or with any other party to the Mortgage Loan Documents; (ii) the ownership of any certificate or any interest in the Mortgage Loan by the Initial Servicer (or any affiliate thereof); (iii) the right of the Initial Servicer (or any affiliate thereof) to receive reimbursement of costs, or the sufficiency of any compensation payable to it under the servicing agreement or with respect to any particular transaction; or (iv) any ownership, servicing and/or management by the Initial Servicer (or any affiliate thereof) of any other mortgage loans or real property. The servicing fee payable to the Initial Servicer shall be as agreed to by all of the Initial Note Holders and paid out of collection on the Mortgage Loan by each Initial Note Holder on a pro rata basis in accordance with its Pro Rata Share. Each Note Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced from and after the Securitization Date pursuant to the terms of this Agreement and the applicable Lead Securitization Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms Note Holder acknowledges that the other Note Holders may elect, in their sole discretion, to include their Notes in a Securitization and conditions agrees that are customary for securitization transactions involving assets similar it will, subject to the Mortgage Loan and that are otherwise (A) required by the Code relating Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any effect such Securitization. (c) . Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Asset Representations Reviewer and the Trustee Operating Advisor under the Lead Securitization Servicing Agreement by the Depositor and as each such party may be replaced pursuant to the appointment terms of the Special Servicer by the Directing Holder Lead Securitization Servicing Agreement and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints, effective upon the Lead Securitization, irrevocably appoints the Master Servicer, the Special Servicer and the Trustee under in the Servicing Agreement Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Holders as such Note Holder set forth herein and in such the Lead Securitization Servicing Agreement). (d) If, at any time . In no event shall the Lead Securitization Servicing Agreement require the Servicer to enforce the rights of any Note is no longer Holder against any other Note Holder or limit the Servicer in a Securitizationenforcing the rights of one Note Holder against any other Note Holder; however, this statement shall not be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder. Each Servicer (i) shall be required pursuant to the Lead Note Holder shall cause Securitization Servicing Agreement to service the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to in accordance with the Servicing Agreement Standard (andwhich shall require, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, howeveramong other things, that until a replacement Servicing Agreement has been entered each Servicer, in servicing the Mortgage Loan, must take into (and such Rating Agency Confirmation has been obtainedaccount the interests of each Note Holder), the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing terms of the Mortgage Loan may be performed by any Qualified Servicer appointed by Documents, this Agreement, the Lead Note Holder Securitization Servicing Agreement and does not have applicable law, (ii) shall provide information to be performed by the service providers set forth each Non-Lead Servicer to enable each such Non-Lead Servicer to perform its servicing duties under the related Non-Lead Securitization Servicing Agreement that was previously in effectand (iii) shall not take any action or refrain from taking any action or follow any direction inconsistent with the foregoing.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case Notwithstanding anything herein to the specific terms contrary (and each Note Holder hereby agrees that this paragraph shall control over any conflicting provisions contained in this Agreement (including with respect to any other provisions containing the phrase “notwithstanding anything herein to the contrary” or words of this Agreementsimilar effect or intent), prior to the Lead Securitization Date, (x) the Mortgage Loan shall be serviced pursuant to the terms of this Agreement that certain Amended and the applicable Restated Servicing Agreement. , dated as of October 11, 2018 and as amended as of the date hereof, between CREFI, as an owner, Citibank, N.A., as an owner, and Midland Loan Services, a Division of PNC Bank, National Association (b“Midland”), as servicer, or any replacement servicing agreement entered into with any successor interim servicer appointed by CXXXX (Midland or any such successor interim servicer, in such capacity, the “Interim Servicer”) Prior (any which replacement servicing agreement shall be subject to a servicing standard customary for the closing of a Lead Securitizationcommercial mortgage securitization market), and (y) all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D heretohereto as constituting “Unanimous Decisions”, by unanimous consent of the Holders Note Holders, and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Controlling Note Holder. Each PSA shall contain terms Note Holder acknowledges and conditions that are customary for securitization transactions involving assets similar agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and after the Lead Securitization Date, pursuant to the Lead Securitization Servicing Agreement; provided that are otherwise (A) required the Master Servicer shall not be obligated to advance monthly payments of principal or interest in respect of any Note other than the Lead Securitization Note if such principal or interest is not paid by the Code relating Mortgage Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance premiums and other expenses related to the tax elections maintenance of any Trust Fundthe Mortgaged Property and maintenance and enforcement of the lien of the Mortgage thereon, subject to the terms of the Lead Securitization Servicing Agreement (B) required by law or changes including a determination of recoverability thereunder). Each Note Holder acknowledges that the other Note Holder may elect, in any lawits sole discretion, rule or regulation or (C) requested by the Rating Agencies rating any to include its Note in a Securitization and agrees that it will, subject to Section 27, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. (c) . Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer Servicer, the Certificate Administrator, the Operating Advisor and the Trustee under the Lead Securitization Servicing Agreement by the Depositor Depositor, and the appointment of the Special Servicer as the initial Special Servicer under the Lead Securitization Servicing Agreement by the Directing Depositor (subject to replacement by the Controlling Note Holder as provided herein) and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under in the Servicing Agreement Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Holders as Note Holder set forth herein and in such the Lead Securitization Servicing Agreement). (d) If, at any time . In no event shall the Lead Note is no longer in a Securitization, Securitization Servicing Agreement require the Lead Servicer to enforce the rights of any Note Holder shall cause or limit the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to Servicer in enforcing the Servicing Agreement (and, if any Non-Lead rights of one Note is in a Securitization, a Rating Agency Confirmation from Holder against the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreementother Note Holder; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), this statement shall not be construed to otherwise limit the Lead rights of one Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement other Note Holder. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement is to service the Mortgage Loan in placeaccordance with the Servicing Standard, the actual servicing terms of the Mortgage Loan may be performed by any Qualified Servicer appointed by Documents, the Lead Note Holder and does not have to be performed by the service providers set forth under the Securitization Servicing Agreement that was previously in effectand applicable law, and shall not take any action or refrain from taking any action or follow any direction inconsistent with the foregoing.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case Notwithstanding anything herein to the specific terms contrary (and each Note Holder hereby agrees that this paragraph shall control over any conflicting provisions contained in this Agreement (including with respect to any other provisions containing the phrase “notwithstanding anything herein to the contrary” or words of this Agreementsimilar effect or intent), prior to the Lead Securitization Date, (x) the Mortgage Loan shall be serviced pursuant to the terms of this Agreement and the applicable that certain Servicing Agreement. , dated as of May 11, 2016, and as amended as of the date hereof, between MSMCH, as owner, and Xxxxx Fargo Bank, National Association, as servicer, or any replacement servicing agreement entered into with any successor interim servicer appointed by MSMCH (bXxxxx Fargo Bank, National Association or any such successor interim servicer, in such capacity, the “Interim Servicer”) Prior (any which replacement servicing agreement shall be subject to a servicing standard customary for the closing of a Lead Securitizationcommercial mortgage securitization market) (the foregoing referred to herein as the “Servicing Agreement”), and (y) all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D heretohereto as constituting “Unanimous Decisions”, by unanimous consent of the Holders Note Holders, and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Controlling Note Holder. Each PSA shall contain terms Note Holder acknowledges and conditions that are customary for securitization transactions involving assets similar agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and that are otherwise (A) required after the closing date of the first Securitization by the Code relating Master Servicer and the Special Servicer pursuant to the tax elections terms of this Agreement and the Lead Securitization Servicing Agreement; provided that the Master Servicer shall not be obligated to advance monthly payments of principal or interest in respect of any Trust Fund, (BNote other than the Lead Securitization Note(s) required by law if such principal or changes in any law, rule or regulation or (C) requested interest is not paid by the Mortgage Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance premiums and other expenses related to the maintenance of the Mortgaged Property and maintenance and enforcement of the lien of the Mortgage thereon, subject to the terms of the Lead Securitization Servicing Agreement; provided, further, that, when appointed, the Special Servicer has the Required Special Servicer Rating Agencies from each Rating Agency then rating a Securitization. Each Note Holder acknowledges that any other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will, subject to Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. (c) . Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Controlling Note Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under in the Servicing Agreement Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Holders as such Note Holder set forth herein and in such the Lead Securitization Servicing Agreement). (d) If, at any time . The Lead Securitization Servicing Agreement shall not limit the Lead Note is no longer Servicer in a Securitization, enforcing the Lead rights of one Note Holder shall cause against any other Note Holder as may be required in order to service the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to as contemplated by this Agreement and the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement it is also understood and agreed that nothing in this sentence shall be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note Holder shall cause i) to service the Mortgage Loan to be serviced pursuant to the provisions of in accordance with the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in placeStandard, the actual servicing terms of the Mortgage Loan may be performed by any Qualified Servicer appointed by Documents, the Lead Note Holder and does not have to be performed by the service providers set forth under the Securitization Servicing Agreement that was previously in effectand applicable law, (ii) to provide information to each servicer under each Non-Lead Securitization Servicing Agreement necessary to enable each such servicer to perform its servicing duties under such Non-Lead Securitization Servicing Agreement, and (iii) to not take any action or refrain from taking any action or follow any direction inconsistent with the foregoing.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced as follows: (i) from and after the CGCMT 2017-P7 Securitization Date, but prior to the Note A-1 Securitization Date, by the CGCMT 2017-P7 Master Servicer and the CGCMT 2017-P7 Special Servicer pursuant to the terms of this Agreement and the applicable CGCMT 2017-P7 PSA; and (ii) from and after the Note A-1 Securitization Date, by the Note A-1 Master Servicer and the Note A-1 Special Servicer pursuant to the terms of this Agreement and the Note A-1 PSA. Each Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing The Note A-1 PSA and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each CGCMT 2017-P7 PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (Ai) required by the Code relating to the tax elections of any the Note A-1 Trust Fund and the CGCMT 2017-P7 Trust Fund, (Bii) required by law or changes in any law, rule or regulation or (Ciii) requested by the Rating Agencies rating any the Note A-1 Securitization or the CGCMT 2017-P7 Securitization. In addition, the Note A-1 PSA and CGCMT 2017-P7 PSA shall have such additional provisions as are set forth in Section 18. The Note A-1 Holder shall have the right to designate the Master Servicer and Special Servicer for the Note A-1 Securitization as long as each such party is a Qualified Servicer. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (d) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any the Non-Lead Note is in a Securitization, subject to receipt of a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case Notwithstanding anything herein to the specific terms contrary (and each Note Holder hereby agrees that this paragraph shall control over any conflicting provisions contained in this Agreement (including with respect to any other provisions containing the phrase “notwithstanding anything herein to the contrary” or words of this Agreementsimilar effect or intent), prior to the Lead Securitization Date, the Mortgage Loan shall be initially serviced pursuant to by Xxxxx Fargo Bank, National Association, as interim servicer, in accordance with the terms of this Agreement and under an interim servicing arrangement as directed by the applicable Servicing Agreement. (b) Prior to the closing of a Lead Securitization, Controlling Note Holder; provided that all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D heretohereto as constituting “Unanimous Decisions”, by unanimous consent of the Note Holders, (ii) with respect to matters set forth on Exhibit D hereto as constituting “Supermajority Decisions”, by consent of Note Holders of at least 66.67% Percentage Interest of the Mortgage Loan, and (iiiii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement any interim servicing agreement (provided that any conflict between the Servicing Agreement any interim servicing agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Controlling Note Holder. Each PSA shall contain terms Note Holder acknowledges and conditions that are customary for securitization transactions involving assets similar agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and that are otherwise (A) required after the Lead Securitization Date by the Code relating Master Servicer and the Special Servicer pursuant to the tax elections terms of this Agreement and the Lead Securitization Servicing Agreement; provided that the Master Servicer shall not be obligated to advance monthly payments of principal or interest in respect of any Trust Fund, (BNote other than the Lead Securitization Note(s) required by law if such principal or changes in any law, rule or regulation or (C) requested interest is not paid by the Mortgage Loan Borrower but shall be obligated to make Servicing Advances subject to the terms of the Lead Securitization Servicing Agreement; provided, further, that, when appointed, the Special Servicer must have the Required Special Servicer Rating Agencies from each Rating Agency then rating a Securitization. Each Note Holder acknowledges that any other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will, subject to Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. (c) . Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Controlling Note Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under in the Servicing Agreement Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Holders as such Note Holder set forth herein and in such the Lead Securitization Servicing Agreement). (d) If, at . The Lead Securitization Servicing Agreement shall not require the Servicer to enforce the rights of any time the Lead Note is no longer in a Securitization, the Lead Note Holder shall cause against any other Note Holder or limit the Servicer in enforcing the rights of one Note Holder against any other Note Holder as may be required in order to service the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to as contemplated by this Agreement and the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement it is also understood and agreed that nothing in this sentence shall be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement has been entered into (i) to service the Mortgage Loan on behalf of the Note Holders in accordance with the Servicing Standard, the terms and such Rating Agency Confirmation has been obtained)provisions of this Agreement, the Mortgage Loan Documents, the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Securitization Servicing Agreement that was previously in effect for the and applicable law, (ii) to provide information to each servicer under each Non-Lead Note, as if such Securitization Servicing Agreement was still in full force necessary to enable each such servicer to perform its servicing duties under such Non-Lead Securitization Servicing Agreement, and effect (iii) to not take any action or refrain from taking any action or follow any direction inconsistent with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effectforegoing.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced pursuant to by the terms of this Agreement Master Servicer and the applicable Special Servicer under the Servicing Agreement in effect at any given time. Each holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (Ai) required by the Code relating to the tax elections of any the Note A-1 Trust Fund, the Note A-2 Trust Fund and the Note A-3 Trust Fund, (Bii) required by law or changes in any law, rule or regulation or (Ciii) requested by the Rating Agencies rating any the Note A-1 Securitization, the Note A-2 Securitization or the Note A-3 Securitization. In addition, each PSA shall have such additional provisions as are set forth in Section 18. The Note A-1 Holder shall have the right to designate the Master Servicer and Special Servicer for the Note A-1 Securitization as long as each such party is a Qualified Servicer. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (d) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (andprovided that, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation with respect to such servicing agreement shall be obtained from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced (i) prior to the Lead Securitization Date, under interim servicing arrangements as directed by the Note A-1 Holder and (ii) from and after the Lead Securitization Date, by the Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the applicable Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Lead Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the related Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that the Notes that were held by the Lead Securitization shall continue to be considered as the Lead Note; provided further, however, that unless otherwise agreed to by the holder of the Lead Note, the master servicer under such subsequent servicing agreement shall not be required to make any P&I Advance in respect of such Note; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for to which the Lead NoteNote was subject (excluding, however, any obligation to make any P&I Advances in respect of the Lead Note except as specifically agreed to by the Servicer, and provided that the Servicer’s right to reimbursement for Property Advances as set forth in Section 17 shall remain in effect), as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect. (d) Notwithstanding anything to the contrary contained herein (including Sections 4 and 13(a)), each Servicing Agreement shall provide that the Servicer shall be required to service and administer the Mortgage Loan in accordance with the Servicing Standard as set forth in such Servicing Agreement, and any Holder who is not a Borrower Party shall be deemed a third-party beneficiary of such provisions of the Servicing Agreement. It is understood that any Non-Lead Note Holder may separately appoint a servicer for its Non-Lead Note, by itself or together with other assets, but any such servicer will have no responsibility hereunder and shall be compensated solely by the applicable Non-Lead Note Holder from funds payable to it hereunder or otherwise. (e) The Holders acknowledge that the Servicer is to comply with this Agreement, the Servicing Agreement and the Mortgage Loan Documents in connection with the servicing of the Mortgage Loan. (f) If any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within the meaning of Section 860D(a) of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage Loan shall be administered such that the Notes shall qualify at all times as (or as interests in) a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired by or on behalf of the Holders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure of the Mortgage or lien on such property following a default on the Mortgage Loan shall be administered so that the interest of the pro rata share of each Holder therein shall at all times qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code, and (iii) no Servicer may modify, waive or amend any provision of the Mortgage Loan, consent to or withhold consent from any action of the Borrower, or exercise or refrain from exercising any powers or rights that the Holders may have under the Mortgage Loan Documents, if any such action would constitute a “significant modification” of the Mortgage Loan, within the meaning of Section 1.860G-2(b) of the regulations of the United States Department of the Treasury, more than three (3) months after the startup day of the REMIC that includes any Note (or any portion thereof). Each Holder agrees that the provisions of this paragraph shall be effected by compliance with any REMIC provisions in the Servicing Agreement relating to the administration of the Mortgage Loan. (g) In the event that one of the Notes is included in a REMIC, the other Holders shall not be required to reimburse such Holder or any other Person for payment of any taxes imposed on such REMIC or Advances therefor or for any interest on such Advance or for deficits in other items of disbursement or income resulting from the use of funds for payment of any such taxes, nor shall any disbursement or payment otherwise distributable to the other Holders be reduced to offset or make-up any such payment or deficit.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced from and after the Note A-1 Securitization Date, by the Note A-1 Master Servicer and the Note A-1 Special Servicer pursuant to the terms of this Agreement and the applicable Servicing AgreementNote A-1 PSA. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, subject to receipt of a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced as follows: (i) from and after the C4 Securitization Date, but prior to the Note A-2 Securitization Date, by the Note A-1 Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the applicable C4 PSA; and (ii) from and after the Note A-2 Securitization Date, by the Note A-2 Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the Note A-2 PSA. Each Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-2 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-2 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced as follows: (i) from and after the P3 Securitization Date, but prior to the Note A-4 Securitization Date, by the P3 Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the applicable P3 PSA; and (ii) from and after the Note A-4 Securitization Date, by the Note A-4 Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the Note A-4 PSA. Each Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-4 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.a

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case Notwithstanding anything herein to the specific terms contrary (and each Note Holder hereby agrees that this paragraph shall control over any conflicting provisions contained in this Agreement (including with respect to any other provisions containing the phrase “notwithstanding anything herein to the contrary” or words of this Agreementsimilar effect or intent)), prior to the closing date of the Lead Securitization, (x) the Mortgage Loan shall be serviced pursuant to the terms of this Agreement an interim servicing agreement entered into with an interim servicer appointed by JPM, and the applicable Servicing Agreement. (by) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D heretohereto as constituting “Unanimous Decisions”, by unanimous consent of the Holders Note Holders, and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Controlling Note Holder. Each PSA shall contain terms Note Holder acknowledges and conditions that are customary for securitization transactions involving assets similar agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and that are otherwise (A) required by after the Code relating Securitization Date pursuant to the tax elections Lead Securitization Servicing Agreement and this Agreement. Each Note Holder acknowledges that the other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will, subject to Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement to service the Mortgage Loan on behalf of any Trust Fundthe Note Holders in accordance with the Servicing Standard, (B) required by law or changes in any the terms of the Mortgage Loan Documents, the Lead Securitization Servicing Agreement and applicable law, rule shall provide information to each Servicer under the Non-Lead Securitization Servicing Agreement to enable each such Servicer to perform its servicing duties under the Non-Lead Securitization Servicing Agreement and shall not take any action or regulation refrain from taking any action or (C) requested by follow any direction inconsistent with the Rating Agencies rating any Securitization. (c) foregoing. Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment of the initial Special Servicer by the Directing Controlling Note Holder as may be replaced pursuant to the terms of the Lead Securitization Servicing Agreement and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints, effective upon the Lead Securitization, irrevocably appoints the Master Servicer, the Special Servicer and the Trustee under in the Servicing Agreement Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Holders as Note Holder set forth herein and in such the Lead Securitization Servicing Agreement). (d) If. In no event shall the Lead Securitization Servicing Agreement require the Servicer to enforce the rights of any Note Holder against the other Note Holder or limit the Servicer in enforcing the rights of one Note Holder against the other Note Holder; however, at this statement shall not be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder. At any time that the Lead Note Mortgage Loan is no longer in a Securitization, the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant subject to the provisions of the Lead Securitization Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in placeAgreement, the actual servicing of Note Holders agree to cause the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.to

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced as follows: (i) from and after the Note A-2 Securitization Date, but prior to the Note A-1 Securitization Date, by the Note A-2 Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the applicable Servicing AgreementNote A-2 PSA; and (ii) from and after the Note A-1 Securitization Date, by the Note A-1 Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the Note A-1 PSA. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case Notwithstanding anything herein to the specific terms contrary (and each Note Holder hereby agrees that this paragraph shall control over any conflicting provisions contained in this Agreement (including with respect to any other provisions containing the phrase “notwithstanding anything herein to the contrary” or words of this Agreementsimilar effect or intent), prior to the Lead Securitization Date, (x) the Mortgage Loan shall be serviced pursuant to the terms of this Agreement and the applicable that certain Interim Servicing Agreement. , dated as of August 16, 2022, between BCREI, as an owner, Barclays Bank PLC, as an owner, any new owners (bas defined therein) Prior to the closing party thereto, as an owner, and Midland Loan Services, a division of a Lead SecuritizationPNC Bank, national association, as servicer, or any replacement servicing agreement entered into with any successor interim servicer, and (y) all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders Note Holders, and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Interim Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Controlling Note Holder. Each PSA shall contain terms Note Holder acknowledges and conditions that are customary for securitization transactions involving assets similar agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and after the Lead Securitization Date, pursuant to the Lead Securitization Servicing Agreement; provided that are otherwise (A) required the Master Servicer shall not be obligated to advance monthly payments of principal or interest in respect of any Note other than the Lead Securitization Note if such principal or interest is not paid by the Code relating Mortgage Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance premiums and other expenses related to the tax elections maintenance of any Trust Fundthe Mortgaged Property and maintenance and enforcement of the lien of the Mortgage thereon, subject to the terms of the Lead Securitization Servicing Agreement (B) required by law or changes including a determination of recoverability thereunder). Each Note Holder acknowledges that the other Note Holder may elect, in any lawits sole discretion, rule or regulation or (C) requested by the Rating Agencies rating any to include its Note in a Securitization and agrees that it will, subject to Section 27, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. (c) . Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer Servicer, the Certificate Administrator, the Operating Advisor and the Trustee under the Lead Securitization Servicing Agreement by the Depositor Depositor, and the appointment of the Special Servicer as the initial Special Servicer under the Lead Securitization Servicing Agreement by the Directing Depositor (subject to replacement by the Controlling Note Holder as provided herein) and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under in the Servicing Agreement Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Holders as Note Holder set forth herein and in such the Lead Securitization Servicing Agreement). (d) If, at any time . In no event shall the Lead Note is no longer in a Securitization, Securitization Servicing Agreement require the Lead Servicer to enforce the rights of any Note Holder shall cause or limit the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to Servicer in enforcing the Servicing Agreement (and, if any Non-Lead rights of one Note is in a Securitization, a Rating Agency Confirmation from Holder against the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreementother Note Holder; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), this statement shall not be construed to otherwise limit the Lead rights of one Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement other Note Holder. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement is to service the Mortgage Loan in placeaccordance with the Servicing Standard, the actual servicing terms of the Mortgage Loan may be performed by any Qualified Servicer appointed by Documents, the Lead Note Holder and does not have to be performed by the service providers set forth under the Securitization Servicing Agreement that was previously in effectand applicable law, and shall not take any action or refrain from taking any action or follow any direction inconsistent with the foregoing.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced from and after the CSAIL 2017-C8 Securitization Date, by the Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the applicable CSAIL 2017-C8 PSA. Each Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced as follows: (i) from and after the Note A-2 Securitization Date, but prior to the Note A-1 Securitization Date, by the Note A-2 Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the applicable Note A-2 PSA; and (ii) from and after the Note A-1 Securitization Date, by the Note A-1 Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the Note A-1 PSA. Each holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note A-2 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect. (d) Notwithstanding anything to the contrary contained herein (including Sections 4 and 13(a)), each Servicing Agreement shall provide that the Servicer shall be required to service and administer the Mortgage Loan in accordance with the Servicing Standard as set forth in such Servicing Agreement, and any Holder who is not a Borrower or an Affiliate of a Borrower shall be deemed a third-party beneficiary of such provisions of the Servicing Agreement. It is understood that any Non-Lead Note Holder may separately appoint a servicer for its Non-Lead Note, by itself or together with other assets, but any such servicer will have no responsibility hereunder and shall be compensated solely by the applicable Non-Lead Note Holder from funds payable to it hereunder or otherwise. (e) The Holders acknowledge that the Servicer is to comply with this Agreement and the Mortgage Loan Documents in connection with the servicing of the Mortgage Loan. (f) If any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within the meaning of Section 860D(a) of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage Loan shall be administered such that the Notes shall qualify at all times as (or as interests in) a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired by or on behalf of the Holders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure of the Mortgage or lien on such property following a default on the Mortgage Loan shall be administered so that the interest of the pro rata share of each Holder therein shall at all times qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code, and (iii) no Servicer may modify, waive or amend any provision of the Mortgage Loan, consent to or withhold consent from any action of the Borrower, or exercise or refrain from exercising any powers or rights that the Holders may have under the Mortgage Loan Documents, if any such action would constitute a “significant modification” of the Mortgage Loan, within the meaning of Section 1.860G-2(b) of the regulations of the United States Department of the Treasury, more than three (3) months after the startup day of the REMIC that includes any Note (or any portion thereof). Each Holder agrees that the provisions of this paragraph shall be effected by compliance with any REMIC provisions in the Servicing Agreement relating to the administration of the Mortgage Loan. (g) In the event that one of the Notes is included in a REMIC, the other Holders shall not be required to reimburse such Holder or any other Person for payment of any taxes imposed on such REMIC or Advances therefor or for any interest on such Advance or for deficits in other items of disbursement or income resulting from the use of funds for payment of any such taxes, nor shall any disbursement or payment otherwise distributable to the other Holders be reduced to offset or make-up any such payment or deficit.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced from and after the Note A-1 Securitization Date, by the Note A-1 Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the applicable Note A-1 PSA. Each holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced as follows from and after the Note A-4 Securitization Date, by the Note A-4 Master Servicer and the Note A-4 Special Servicer pursuant to the terms of this Agreement and the applicable Note A-4 PSA. Each Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation or (C) requested by the Rating Agencies rating any Securitization. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder acknowledges that the role of “Administrative Agent” as described in the Loan Agreement shall be transferred to the Master Servicer and Special Servicer, as appropriate (except that any reference to the Administrative Agent as the holder of Note A-1 (as provided in Section 9.4(c) of the Loan Agreement) shall refer to Natixis in its individual capacity). Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (dc) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-4 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note A-4 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-4 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced prior to the Note A-1 Securitization Date pursuant to the Interim Servicing Agreement and from and after the Note A-1 Securitization Date by the Note A-1 Master Servicer and the Note A-1 Special Servicer pursuant to the terms of this Agreement and the applicable Note A-1 PSA. Each Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) Prior to the closing of a Lead Securitization, all servicing The Note A-1 PSA and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each Note A-2 PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (Ai) required by the Code relating to the tax elections of any the Note A-1 Trust Fund and the Note A-2 Trust Fund, (Bii) required by law or changes in any law, rule or regulation or (Ciii) requested by the Rating Agencies rating any the Note A-1 Securitization or the Note A-2 Securitization. In addition, the Note A-1 PSA and Note A-2 PSA shall have such additional provisions as are set forth in Section 21. The Note A-1 Holder shall have the right to designate the Master Servicer and Special Servicer for the Note A-1 Securitization as long as each such party is a Qualified Servicer. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and and, if applicable, the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and and, if applicable, the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (d) If, at any time the Lead Note is no longer in a Securitization, the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any the Non-Lead Note is in a Securitization, subject to receipt of a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtainedSecuritization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation written confirmation has been obtained), the Lead Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Securitization Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect. (e) Notwithstanding anything to the contrary contained herein (including Sections 4 and 16(a)), each Servicing Agreement shall provide that the Servicer shall be required to service and administer the Mortgage Loan in accordance with the Servicing Standard as set forth in such Servicing Agreement, and any Holder who is not the Borrower or an Affiliate of the Borrower shall be deemed a third-party beneficiary of such provisions of the Servicing Agreement that run to the benefit of such Holder. It is understood that the Non-Lead Note Holder may separately appoint a servicer for the Non-Lead Note, by itself or together with other assets, but any such servicer will have no responsibility hereunder and shall be compensated solely by the Non-Lead Note Holder from funds payable to it hereunder or otherwise. (f) The Holders acknowledge that the Servicer is to comply with this Agreement and the Mortgage Loan Documents in connection with the servicing of the Mortgage Loan. (g) If any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within the meaning of Section 860D(a) of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage Loan shall be administered such that the Notes shall qualify at all times as (or as interests in) a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired by or on behalf of the Holders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure of the Mortgage or lien on such property following a default on the Mortgage Loan shall be administered so that the interest of the pro rata share of each Holder therein shall at all times qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code, and (iii) no Servicer may modify, waive or amend any provision of the Mortgage Loan, consent to or withhold consent from any action of the Borrower, or exercise or refrain from exercising any powers or rights that the Holders may have under the Mortgage Loan Documents, if any such action would constitute a “significant modification” of the Mortgage Loan, within the meaning of Section 1.860G-2(b) of the regulations of the United States Department of the Treasury, more than three (3) months after the startup day of the REMIC that includes any Note (or any portion thereof). Each Holder agrees that the provisions of this paragraph shall be effected by compliance with any REMIC provisions in the Servicing Agreement relating to the administration of the Mortgage Loan. (h) In the event that one of the Notes is included in a REMIC, the other Holder shall not be required to reimburse such Holder or any other Person for payment of any taxes imposed on such REMIC or Advances therefor or for any interest on such Advance or for deficits in other items of disbursement or income resulting from the use of funds for payment of any such taxes, nor shall any disbursement or payment otherwise distributable to the other Holder be reduced to offset or make-up any such payment or deficit.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case Notwithstanding anything herein to the specific terms contrary (and each Note Holder hereby agrees that this paragraph shall control over any conflicting provisions contained in this Agreement (including with respect to any other provisions containing the phrase “notwithstanding anything herein to the contrary” or words of this Agreementsimilar effect or intent), prior to the Lead Securitization Date, (x) the Mortgage Loan shall be serviced pursuant to the terms of this Agreement that certain Amended and the applicable Restated Servicing Agreement. , dated as of October 11, 2018 (bthe “Interim Servicing Agreement”), between Citi, as owner 1, Citibank, N.A., as owner 2, and Midland Loan Services, a Division of PNC Bank, National Association, as servicer, or any replacement servicing agreement entered into with any successor interim servicer appointed by Xxxx, and (y) Prior to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D heretohereto as constituting “Unanimous Decisions”, by unanimous consent of the Note Holders, (ii) with respect to matters set forth on Exhibit D hereto as constituting “Supermajority Decisions”, by consent of Note Holders of at least 66.67% Percentage Interest of the Mortgage Loan, and (iiiii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Interim Servicing Agreement (provided that any conflict between the Interim Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Controlling Note Holder. Each PSA shall contain terms Note Holder acknowledges and conditions that are customary for securitization transactions involving assets similar agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and that are otherwise (A) required after the Lead Securitization Date by the Code relating Master Servicer and the Special Servicer pursuant to the tax elections terms of this Agreement and the Lead Securitization Servicing Agreement; provided that the Master Servicer shall not be obligated to advance monthly payments of principal or interest in respect of any Trust Fund, (BNote other than the Lead Securitization Note(s) required by law if such principal or changes in any law, rule or regulation or (C) requested interest is not paid by the Mortgage Loan Borrower but shall be obligated to make Servicing Advances subject to the terms of the Lead Securitization Servicing Agreement; provided, further, that, when appointed, the Special Servicer must have the Required Special Servicer Rating Agencies from each Rating Agency then rating a Securitization. Each Note Holder acknowledges that any other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will, subject to Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. (c) . Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Controlling Note Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints, effective upon the Lead Securitization, appoints the Master Servicer, the Special Servicer and the Trustee under in the Servicing Agreement Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Holders as such Note Holder set forth herein and in such the Lead Securitization Servicing Agreement). (d) If, at . The Lead Securitization Servicing Agreement shall not require the Servicer to enforce the rights of any time the Lead Note is no longer in a Securitization, the Lead Note Holder shall cause against any other Note Holder or limit the Servicer in enforcing the rights of one Note Holder against any other Note Holder as may be required in order to service the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to as contemplated by this Agreement and the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement it is also understood and agreed that nothing in this sentence shall be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement has been entered into (i) to service the Mortgage Loan on behalf of the Note Holders in accordance with the Servicing Standard, the terms and such Rating Agency Confirmation has been obtained)provisions of this Agreement, the Mortgage Loan Documents, the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Securitization Servicing Agreement that was previously in effect for the and applicable law, (ii) to provide information to each servicer under each Non-Lead Note, as if such Securitization Servicing Agreement was still in full force necessary to enable each such servicer to perform its servicing duties under such Non-Lead Securitization Servicing Agreement, and effect (iii) to not take any action or refrain from taking any action or follow any direction inconsistent with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effectforegoing.

Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case Notwithstanding anything herein to the specific terms contrary (and each Note Holder hereby agrees that this paragraph shall control over any conflicting provisions contained in this Agreement (including with respect to any other provisions containing the phrase “notwithstanding anything herein to the contrary” or words of this Agreementsimilar effect or intent), prior to the first Lead Securitization Date, (x) the Mortgage Loan shall be serviced pursuant to the terms of this Agreement and the applicable that certain Servicing Agreement. , dated as of May 13, 2011, and as amended as of the date hereof, between MSMCH, as owner, and Wxxxx Fargo Bank, National Association, as servicer, or any replacement servicing agreement entered into with any successor interim servicer appointed by MSMCH (bWxxxx Fargo Bank, National Association or any such successor interim servicer, in such capacity, the “Interim Servicer”) Prior (any which replacement servicing agreement shall be subject to a servicing standard customary for the closing of a Lead Securitizationcommercial mortgage securitization market), and (y) all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters set forth on Exhibit D heretohereto as constituting “Unanimous Decisions”, by unanimous consent of the Holders Note Holders, and (ii) with respect to all other matters, except as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Controlling Note Holder. Each PSA shall contain terms Note Holder acknowledges and conditions that are customary for securitization transactions involving assets similar agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and that are otherwise (A) required after the closing date of the first Securitization by the Code relating Master Servicer and the Special Servicer pursuant to the tax elections terms of this Agreement and the Lead Securitization Servicing Agreement; provided that the Master Servicer shall not be obligated to advance monthly payments of principal or interest in respect of any Trust Fund, (BNote other than the Lead Securitization Note(s) required by law if such principal or changes in any law, rule or regulation or (C) requested interest is not paid by the Mortgage Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance premiums and other expenses related to the maintenance of the Mortgaged Property and maintenance and enforcement of the lien of the Mortgage thereon, subject to the terms of the Lead Securitization Servicing Agreement; provided, further, that, when appointed, the Special Servicer has the Required Special Servicer Rating Agencies from each Rating Agency then rating a Securitization. Each Note Holder acknowledges that any other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will, subject to Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. (c) . Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents, effective upon the Lead Securitization, consents to the appointment of the Master Servicer and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Controlling Note Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints, effective upon the Lead Securitization, the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (d) If, at any time the Lead Note is no longer in a Securitization, the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating Agency Confirmation has been obtained), the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead Note Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.the