Common use of Subordinate Class Representative Clause in Contracts

Subordinate Class Representative. (a) The Majority Subordinate Certificateholder shall have a continuing right, subject to and in accordance with this Section 3.23, to appoint a representative (the “Subordinate Class Representative”) having the rights and powers specified in this Agreement (including those specified in Section 3.24)¸ and/or remove or replace any existing Subordinate Class Representative, by delivering notice to the Certificate Administrator, the Trustee, the Special Servicers, the Master Servicers and, in the case of a removal or replacement of a Subordinate Class Representative, the then existing Subordinate Class Representative; provided that Seer Capital Partners Master Fund L.P. shall be the initial Subordinate Class Representative. Such continuing right of the Majority Subordinate Certificateholder shall be exercisable in its sole discretion and at any time and from time to time, subject to subsection (b) below. If at any time the Majority Subordinate Certificateholder has not appointed a Subordinate Class Representative pursuant to this Section 3.23 or a Subordinate Class Representative has resigned or has been removed without the Majority Subordinate Certificateholder having appointed a successor Subordinate Class Representative, then the Majority Subordinate Certificateholder shall be deemed to be the Subordinate Class Representative; provided that this provision shall not apply in the event the Majority Subordinate Certificateholder has expressly waived its right to act as or appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder. (b) No appointment of any Person as a Subordinate Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential information confidential in accordance with the provisions set forth in Exhibit K-3, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). (c) Within ten (10) Business Days of any appointment or replacement of a Subordinate Class Representative (other than the initial Subordinate Class Representative), the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers, the Special Servicers and the Trust Advisor notice of the identity of such Subordinate Class Representative, including the name and address furnished to the Certificate Administrator under subsection (a) above. The Certificate Administrator shall also deliver such information to each Master Servicer or each Special Servicer promptly upon request therefor by such Master Servicer or such Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it under subsection (a) above, and the Master Servicers and the Special Servicers shall all be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that the Master Servicers or the Special Servicers, as the case may be, may have to deliver information or otherwise communicate with the Subordinate Class Representative. In addition to the foregoing, within two (2) Business Days of its receipt of notice of the resignation or removal of a Subordinate Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (d) A Subordinate Class Representative may at any time resign as such by giving written notice to the Majority Subordinate Certificateholder, which shall thereupon give written notice to the Certificate Administrator, the Trustee, the Special Servicers and the Master Servicers. The effectiveness of such resignation shall not be conditioned upon or subject to the prior appointment or approval of a successor to the resigning Subordinate Class Representative. In no event shall the failure of the Subordinate Class Representative or the Majority Subordinate Certificateholder to provide such notice prejudice or call into question the effectiveness of such resignation. The preceding statement shall not be construed to limit the effect of subsection (e) below. (e) Once a Subordinate Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement shall be entitled to rely on such selection unless the Majority Subordinate Certificateholder or such Subordinate Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement, in writing, of the resignation or removal of such Subordinate Class Representative. (f) Any and all expenses of the Subordinate Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Subordinate Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Subordinate Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Subordinate Class Representative shall immediately notify the Certificate Administrator, the Trustee, the Master Servicers and the Special Servicers, whereupon (if a Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee or the Trust are also named parties to the same action and, in the sole judgment of the NCB Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, (i) the Subordinate Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for either Special Servicer, either Master Servicer, the Certificate Administrator, the Trustee or the Trust to be an adverse party in such action as regards the Subordinate Class Representative) the NCB Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, on behalf of the Trust shall, subject to Section 6.03 and the consent of the Subordinate Class Representative, assume, at the expense of the Trust Fund, the defense of any such claim against the Subordinate Class Representative; provided that no judgment against the Subordinate Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of any Subordinate Class Representative. (g) The Subordinate Class Representative may receive amounts payable to the applicable Special Servicer as special servicing compensation as described in and to the extent as such Special Servicer and the Subordinate Class Representative may agree. (h) In addition, upon request of a Master Servicer, a Special Servicer or Trust Advisor, as applicable, the Certificate Administrator shall reasonably promptly provide the name of the then-current Majority Subordinate Certificateholder and, if requested, a list of the Certificateholders (or a securities position listing from the Depository) of the Majority Subordinate Certificateholder to such requesting party (at the expense of the Trust Fund). (i) Notwithstanding anything to the contrary contained herein, during such time as the Class F Certificates are the Subordinate Class, the Majority Subordinate Certificateholder may waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement by irrevocable written notice delivered to the Depositor, Certificate Administrator, Trustee, each Master Servicer, each Special Servicer and Trust Advisor (any such Holder or group of affiliated Holders that makes such an election, the “Opting-Out Party”). Any such waiver shall remain effective with respect to such Holder and such Class until such time as the Opting-Out Party has sold or transferred a majority of the Class F Certificates to an unaffiliated third party (such sale or transfer, a “Class F Transfer”). Following any such Transfer the successor Majority Subordinate Certificateholder shall again have the rights of the Majority Subordinate Certificateholder as set forth herein (including the rights to appoint a Subordinate Class Representative or cause the exercise of the rights of the Subordinate Class Representative) without regard to any prior waiver by the predecessor Majority Subordinate Certificateholder. The successor Majority Subordinate Certificateholder shall also have the right as provided in this Section 3.23(i) to irrevocably waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement. No successor Majority Subordinate Certificateholder described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan prior to the Transfer and had not also become a Corrected Mortgage Loan prior to such Transfer until such time as such Mortgage Loan becomes a Corrected Mortgage Loan. (j) The Subordinate Class Representative may not be a Borrower or an Affiliate of a Borrower.

Subordinate Class Representative. (a) The Majority Subordinate Certificateholder shall have a continuing right, subject to and in accordance with this Section 3.23, to appoint a representative (the “Subordinate Class Representative”) having the rights and powers specified in this Agreement (including those specified in Section 3.24)¸ and/or remove or replace any existing Subordinate Class Representative, by delivering notice to the Certificate Administrator, the Trustee, the Special ServicersServicer, the Master Servicers Servicer and, in the case of a removal or replacement of a Subordinate Class Representative, the then existing Subordinate Class Representative; provided that Seer Capital Partners Master Fund L.P. RREF II CMBS AIV, LP shall be the initial Subordinate Class Representative. Such continuing right of the Majority Subordinate Certificateholder shall be exercisable in its sole discretion and at any time and from time to time, subject to subsection (b) below. If at any time the Majority Subordinate Certificateholder has not appointed a Subordinate Class Representative pursuant to this Section 3.23 or a Subordinate Class Representative has resigned or has been removed without the Majority Subordinate Certificateholder having appointed a successor Subordinate Class Representative, then the Majority Subordinate Certificateholder shall be deemed to be the Subordinate Class Representative; provided that this provision shall not apply in the event the Majority Subordinate Certificateholder has expressly waived its right to act as or appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder. (b) No appointment of any Person as a Subordinate Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential information confidential in accordance with the provisions set forth in Exhibit K-3, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). (c) Within ten (10) Business Days of any appointment or replacement of a Subordinate Class Representative (other than the initial Subordinate Class Representative), the Certificate Administrator shall deliver to each of the Trustee, the Master ServicersServicer, the Special Servicers Servicer and the Trust Advisor Advisor, notice of the identity of such Subordinate Class Representative, including the name and address furnished to the Certificate Administrator under subsection (a) above. The Certificate Administrator shall also deliver such information to each the Master Servicer or each the Special Servicer Servicer, promptly upon request therefor by such the Master Servicer or such the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it under subsection (a) above, and the Master Servicers Servicer and the Special Servicers Servicer shall all be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that the Master Servicers or Servicer and the Special ServicersServicer, as the case may be, may have to deliver information or otherwise communicate with the Subordinate Class Representative. In addition to the foregoing, within two (2) Business Days of its receipt of notice of the resignation or removal of a Subordinate Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (d) A Subordinate Class Representative may at any time resign as such by giving written notice to the Majority Subordinate Certificateholder, which shall thereupon give written notice to the Certificate Administrator, the Trustee, the Special Servicers Servicer and the Master ServicersServicer. The effectiveness of such resignation shall not be conditioned upon or subject to the prior appointment or approval of a successor to the resigning Subordinate Class Representative. In no event shall the failure of the Subordinate Class Representative or the Majority Subordinate Certificateholder to provide such notice prejudice or call into question the effectiveness of such resignation. The preceding statement shall not be construed to limit the effect of subsection (e) below. (e) Once a Subordinate Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement shall be entitled to rely on such selection unless the Majority Subordinate Certificateholder or such Subordinate Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement, in writing, Agreement of the resignation or removal of such Subordinate Class Representative. (f) Any and all expenses of the Subordinate Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Subordinate Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Subordinate Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Subordinate Class Representative shall immediately notify the Certificate Administrator, the Trustee, the Master Servicers Servicer and the Special ServicersServicer, whereupon (if a the Special Servicer, a the Master Servicer, the Certificate Administrator, the Trustee or the Trust are also named parties to the same action and, in the sole judgment of the NCB Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, Servicer (i) the Subordinate Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for either the Special Servicer, either the Master Servicer, the Certificate Administrator, the Trustee or the Trust to be an adverse party in such action as regards the Subordinate Class Representative) the NCB Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, on behalf of the Trust shall, subject to Section 6.03 and the consent of the Subordinate Class Representative, assume, at the expense of the Trust Fund, the defense of any such claim against the Subordinate Class Representative; provided that no judgment against the Subordinate Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of any Subordinate Class Representative. (g) The Subordinate Class Representative may receive amounts payable to the applicable Special Servicer as special servicing compensation as described in and to the extent as such the Special Servicer and the Subordinate Class Representative may agree. (h) In addition, upon request of a the Master Servicer, a the Special Servicer or Trust Advisor, as applicable, the Certificate Administrator shall reasonably promptly provide the name of the then-current Majority Subordinate Certificateholder and, if requested, a list of the Certificateholders (or a securities position listing from the Depository) of the Majority Subordinate Certificateholder to such requesting party (at the expense of the Trust Fund). (i) Notwithstanding anything to the contrary contained herein, during such time as the Class F Certificates are the Subordinate Class, the Majority Subordinate Certificateholder may waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement by irrevocable written notice delivered to the Depositor, Certificate Administrator, Trustee, each the Master Servicer, each the Special Servicer and the Trust Advisor (any such Holder or group of affiliated Holders that makes such an election, the “Opting-Out Party”). Any such waiver shall remain effective with respect to such Holder and such Class until such time as the Opting-Out Party has sold or transferred transferred, in the aggregate, a majority of the Class F Certificates to an unaffiliated third party or third parties (such sale or transfer, a “Class F Transfer”). Following any such Transfer the successor Majority Subordinate Certificateholder shall again have the rights of the Majority Subordinate Certificateholder as set forth herein (including the rights to appoint a Subordinate Class Representative or cause the exercise of the rights of the Subordinate Class Representative) without regard to any prior waiver by the predecessor Majority Subordinate Certificateholder. The successor Majority Subordinate Certificateholder shall also have the right as provided in this Section 3.23(i) to irrevocably waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement. No successor Majority Subordinate Certificateholder described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan prior to the Transfer and had not also become a Corrected Mortgage Loan prior to such Transfer until such time as such Mortgage Loan becomes a Corrected Mortgage Loan. (j) The Subordinate Class Representative may not be a Borrower or an Affiliate of a Borrower.

Subordinate Class Representative. (a) The Majority Subordinate Certificateholder shall have a continuing right, subject to and in accordance with this Section 3.23, to appoint a representative (the “Subordinate Class Representative”) having the rights and powers specified in this Agreement (including those specified in Section 3.24)¸ and/or remove or replace any existing Subordinate Class Representative, by delivering notice to the Certificate Administrator, the Trustee, the Special ServicersServicer, the Master Servicers Servicer, and, in the case of the Commerce Point I & II Loan Combination, the related Non-Trust Master Servicer, Non-Trust Special Servicer, Non-Trust Trustee and Non-Trust Trust Advisor, and, in the case of a removal or replacement of a Subordinate Class Representative, the then existing Subordinate Class Representative; provided that Seer Capital Partners Master Fund L.P. KKR Securities Holdings, LLC shall be the initial Subordinate Class Representative. Such continuing right of the Majority Subordinate Certificateholder shall be exercisable in its sole discretion and at any time and from time to time, subject to subsection (b) below. If at any time the Majority Subordinate Certificateholder has not appointed a Subordinate Class Representative pursuant to this Section 3.23 or a Subordinate Class Representative has resigned or has been removed without the Majority Subordinate Certificateholder having appointed a successor Subordinate Class Representative, then the Majority Subordinate Certificateholder shall be deemed to be the Subordinate Class Representative; provided that this provision shall not apply in the event the Majority Subordinate Certificateholder has expressly waived its right to act as or appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder. (b) No appointment of any Person as a Subordinate Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential information confidential in accordance with the provisions set forth in Exhibit K-3, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement and the parties to the CGCMT 2015-GC29 Pooling and Servicing Agreement may deal (including their names, titles, work addresses and facsimile numbers). (c) Within ten two (102) Business Days of the Certificate Administrator’s receipt of notice of any appointment or replacement of a Subordinate Class Representative (other than the initial Subordinate Class Representative), the Certificate Administrator shall deliver to each of the Trustee, the Master ServicersServicer, the Special Servicers Servicer and the Trust Advisor and, in the case of the Commerce Point I & II Loan Combination, the related Non-Trust Master Servicer, Non-Trust Special Servicer, Non-Trust Trustee and Non-Trust Trust Advisor, notice of the identity of such Subordinate Class Representative, including the name and address furnished to the Certificate Administrator under subsection (a) above. The Certificate Administrator shall also deliver such information to each the Master Servicer or each the Special Servicer, or, in the case of the Commerce Point I & II Loan Combination, the related Non-Trust Master Servicer or Non-Trust Special Servicer, promptly upon request therefor by the Master Servicer, the Special Servicer, such Non-Trust Master Servicer or such Non-Trust Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it under subsection (a) above, and the Master Servicers and Servicer, the Special Servicers Servicer, and, in the case of the Commerce Point I & II Loan Combination, the related Non-Trust Master Servicer and Non-Trust Special Servicer, shall all be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that the Master Servicers or Servicer, the Special ServicersServicer, such Non-Trust Master Servicer and such Non-Trust Special Servicer, as the case may be, may have to deliver information or otherwise communicate with the Subordinate Class Representative. In addition to the foregoing, within two (2) Business Days of its receipt of notice of the resignation or removal of a Subordinate Class Representative, the Certificate Administrator shall notify the other parties to this Agreement and the CGCMT 2015-GC29 Pooling and Servicing Agreement, of such event. (d) A Subordinate Class Representative may at any time resign as such by giving written notice to the Majority Subordinate Certificateholder, which shall thereupon give written notice to the Certificate Administrator, the Trustee, the Special Servicers and Servicer, the Master ServicersServicer, and, in the case of the Commerce Point I & II Loan Combination, the related Non-Trust Master Servicer, Non-Trust Special Servicer and Non-Trust Trustee. The effectiveness of such resignation shall not be conditioned upon or subject to the prior appointment or approval of a successor to the resigning Subordinate Class Representative. In no event shall the failure of the Subordinate Class Representative or the Majority Subordinate Certificateholder to provide such notice prejudice or call into question the effectiveness of such resignation. The preceding statement shall not be construed to limit the effect of subsection (e) below. (e) Once a Subordinate Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and the parties to the CGCMT 2015-GC29 Pooling and Servicing Agreement shall be entitled to rely on such selection unless the Majority Subordinate Certificateholder or such Subordinate Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement, and the parties to the CGCMT 2015-GC29 Pooling and Servicing Agreement in writing, of the resignation or removal of such Subordinate Class Representative. (f) Any and all expenses of the Subordinate Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Subordinate Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Subordinate Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Subordinate Class Representative shall immediately notify the Certificate Administrator, the Trustee, the Master Servicers Servicer and the Special ServicersServicer, whereupon (if a the Special Servicer, a the Master Servicer, the Certificate Administrator, the Trustee or the Trust are also named parties to the same action and, in the sole judgment of the NCB Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, Servicer (i) the Subordinate Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for either the Special Servicer, either the Master Servicer, the Certificate Administrator, the Trustee or the Trust to be an adverse party in such action as regards the Subordinate Class Representative) the NCB Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, on behalf of the Trust shall, subject to Section 6.03 and the consent of the Subordinate Class Representative, assume, at the expense of the Trust Fund, the defense of any such claim against the Subordinate Class Representative; provided that no judgment against the Subordinate Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of any Subordinate Class Representative. (g) The Subordinate Class Representative may receive amounts payable to the applicable Special Servicer as special servicing compensation (other than with respect to any Excluded Loan) as described in and to the extent as such the Special Servicer and the Subordinate Class Representative may agree; provided, however, that the Special Servicer shall have no liability for sharing any special servicing compensation relating to an Excluded Loan if the Special Servicer has not received written notice as provided in the definition of “Excluded Loan” and in Section 8.12(f). (h) In addition, upon request of a the Master Servicer, a the Special Servicer or Trust Advisor, and, in the case of the Commerce Point I & II Loan Combination, the related Non-Trust Master Servicer, Non-Trust Special Servicer or Non-Trust Trustee, as applicable, the Certificate Administrator shall reasonably promptly provide the name of the then-current Majority Subordinate Certificateholder and, if requested, a list of the Certificateholders (or a securities position listing from the Depository) of the Majority Subordinate Certificateholder to such requesting party (at the expense of the Trust Fund). (i) Notwithstanding anything to the contrary contained herein, during such time as the Class F Certificates are the Subordinate Class, the Majority Subordinate Certificateholder may waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement by irrevocable written notice delivered to the Depositor, Certificate Administrator, Trustee, each the Master Servicer, each the Special Servicer, the Trust Advisor and, in the case of the Commerce Point I & II Loan Combination, the related Non-Trust Depositor, Non-Trust Certificate Administrator, Non-Trust Trustee, Non-Trust Master Servicer, Non-Trust Special Servicer and Non-Trust Trust Advisor (any such Holder or group of affiliated Holders that makes such an election, the “Opting-Out Party”). Any such waiver shall remain effective with respect to such Holder and such Class until such time as the Opting-Out Party has sold or transferred transferred, in the aggregate, a majority of the Class F Certificates to an unaffiliated third party or third parties (such sale or transfer, a “Class F Transfer”). Following any such Transfer the successor Majority Subordinate Certificateholder shall again have the rights of the Majority Subordinate Certificateholder as set forth herein (including the rights to appoint a Subordinate Class Representative or cause the exercise of the rights of the Subordinate Class Representative) without regard to any prior waiver by the predecessor Majority Subordinate Certificateholder. The successor Majority Subordinate Certificateholder shall also have the right as provided in this Section 3.23(i) to irrevocably waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement. No successor Majority Subordinate Certificateholder described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan prior to the Transfer and had not also become a Corrected Mortgage Loan prior to such Transfer until such time as such Mortgage Loan becomes a Corrected Mortgage Loan. (j) The In connection with its duties or exercise of its rights under this Agreement, if the Subordinate Class Representative may is an Excluded Holder, the Subordinate Class Representative (i) shall not be a directly or indirectly provide any information related to the Excluded Loan to the related Borrower or (A) any of the Subordinate Class Representative’s employees or personnel or any Affiliate involved in the management of any investment in the related Borrower or the related Mortgaged Property or (B) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower, and (ii) shall maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i) above. None of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall be liable for its dissemination of information in accordance with this Agreement or by others in violation of the terms of this Agreement. The Master Servicer, Special Servicer, Certificate Administrator and Trustee may rely on an Affiliate investor certification in the form of Exhibit K-1B hereto from the Subordinate Class Representative or a Subordinate Class Certificateholder to the effect that such Person is not an Excluded Holder or in the form of Exhibit K-2B hereto from the Subordinate Class Representative or a Subordinate Class Certificateholder to the effect that such Person is an Excluded Holder with respect to one or more Excluded Loans. (k) With respect to the Commerce Point I & II Loan Combination (unless such Loan Combination is an Excluded Loan), the Majority Subordinate Certificateholder hereunder shall be entitled to exercise all of the rights of the “Directing Holder” under the CGCMT 2015-GC29 Pooling and Servicing Agreement with respect to the Commerce Point I & II Loan Combination, as and to the extent provided in the CGCMT 2015-GC29 Pooling and Servicing Agreement with respect to the Commerce Point I & II Loan Combination, including any consent or consultation rights with respect to “Major Decisions” thereunder with respect to the Commerce Point I & II Loan Combination and any right to approve “Asset Status Reports” prepared by the related Non-Trust Special Servicer with respect to the Commerce Point I & II Loan Combination, in each case, subject to the occurrence and continuance of a BorrowerSubordinate Control Period or a Senior Consultation Event, as applicable, with respect to the Majority Subordinate Certificateholder pursuant to the terms of this Agreement. To facilitate the exercise by the Majority Subordinate Certificateholder of the foregoing rights with respect to the Commerce Point I & II Loan Combination (unless such Loan Combination is an Excluded Loan) under the CGCMT 2015-GC29 Pooling and Servicing Agreement and the exercise by the Majority Subordinate Certificateholder and the Certificateholders of their rights with respect to the replacement of the related Non-Trust Special Servicer for the Commerce Point I & II Loan Combination as set forth in this Agreement, the Certificate Administrator shall notify the related Non-Trust Master Servicer, Non-Trust Special Servicer, Non-Trust Trustee and Non-Trust Trust Advisor, promptly upon obtaining actual knowledge that a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation Period has commenced, or that such period is no longer continuing.

Subordinate Class Representative. (a) The Majority Subordinate Certificateholder shall have a continuing right, subject to and in accordance with this Section 3.23, to appoint a representative (the “Subordinate Class Representative”) having the rights and powers specified in this Agreement (including those specified in Section 3.24)¸ and/or remove or replace any existing Subordinate Class Representative, by delivering notice to the Certificate Administrator, the Trustee, the Special Servicers, the Master Servicers and, in the case of a removal or replacement of a Subordinate Class Representative, the then existing Subordinate Class Representative; provided that Seer Capital Partners Master Fund L.P. RREF II CMBS AIV, LP shall be the initial Subordinate Class Representative. Such continuing right of the Majority Subordinate Certificateholder shall be exercisable in its sole discretion and at any time and from time to time, subject to subsection (b) below. If at any time the Majority Subordinate Certificateholder has not appointed a Subordinate Class Representative pursuant to this Section 3.23 or a Subordinate Class Representative has resigned or has been removed without the Majority Subordinate Certificateholder having appointed a successor Subordinate Class Representative, then the Majority Subordinate Certificateholder shall be deemed to be the Subordinate Class Representative; provided that this provision shall not apply in the event the Majority Subordinate Certificateholder has expressly waived its right to act as or appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder. (b) No appointment of any Person as a Subordinate Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential information confidential in accordance with the provisions set forth in Exhibit K-3, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). (c) Within ten (10) Business Days of any appointment or replacement of a Subordinate Class Representative (other than the initial Subordinate Class Representative), the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers, the Special Servicers and the Trust Advisor notice of the identity of such Subordinate Class Representative, including the name and address furnished to the Certificate Administrator under subsection (a) above. The Certificate Administrator shall also deliver such information to each Master Servicer or each Special Servicer promptly upon request therefor by such Master Servicer or such Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it under subsection (a) above, and the Master Servicers and the Special Servicers shall all be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that the Master Servicers or the Special Servicers, as the case may be, may have to deliver information or otherwise communicate with the Subordinate Class Representative. In addition to the foregoing, within two (2) Business Days of its receipt of notice of the resignation or removal of a Subordinate Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (d) A Subordinate Class Representative may at any time resign as such by giving written notice to the Majority Subordinate Certificateholder, which shall thereupon give written notice to the Certificate Administrator, the Trustee, the Special Servicers and the Master Servicers. The effectiveness of such resignation shall not be conditioned upon or subject to the prior appointment or approval of a successor to the resigning Subordinate Class Representative. In no event shall the failure of the Subordinate Class Representative or the Majority Subordinate Certificateholder to provide such notice prejudice or call into question the effectiveness of such resignation. The preceding statement shall not be construed to limit the effect of subsection (e) below. (e) Once a Subordinate Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement shall be entitled to rely on such selection unless the Majority Subordinate Certificateholder or such Subordinate Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement, in writing, of the resignation or removal of such Subordinate Class Representative. (f) Any and all expenses of the Subordinate Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Subordinate Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Subordinate Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Subordinate Class Representative shall immediately notify the Certificate Administrator, the Trustee, the Master Servicers and the Special Servicers, whereupon (if a Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee or the Trust are also named parties to the same action and, in the sole judgment of the NCB Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, (i) the Subordinate Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for either Special Servicer, either Master Servicer, the Certificate Administrator, the Trustee or the Trust to be an adverse party in such action as regards the Subordinate Class Representative) the NCB Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, on behalf of the Trust shall, subject to Section 6.03 and the consent of the Subordinate Class Representative, assume, at the expense of the Trust Fund, the defense of any such claim against the Subordinate Class Representative; provided that no judgment against the Subordinate Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of any Subordinate Class Representative. (g) The Subordinate Class Representative may receive amounts payable to the applicable Special Servicer as special servicing compensation as described in and to the extent as such Special Servicer and the Subordinate Class Representative may agree. (h) In addition, upon request of a Master Servicer, a Special Servicer or Trust Advisor, as applicable, the Certificate Administrator shall reasonably promptly provide the name of the then-current Majority Subordinate Certificateholder and, if requested, a list of the Certificateholders (or a securities position listing from the Depository) of the Majority Subordinate Certificateholder to such requesting party (at the expense of the Trust Fund). (i) Notwithstanding anything to the contrary contained herein, during such time as the Class F Certificates are the Subordinate Class, the Majority Subordinate Certificateholder may waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement by irrevocable written notice delivered to the Depositor, Certificate Administrator, Trustee, each Master Servicer, each Special Servicer and Trust Advisor (any such Holder or group of affiliated Holders that makes such an election, the “Opting-Out Party”). Any such waiver shall remain effective with respect to such Holder and such Class until such time as the Opting-Out Party has sold or transferred transferred, in the aggregate, a majority of the Class F Certificates to an unaffiliated third party or third parties (such sale or transfer, a “Class F Transfer”). Following any such Transfer the successor Majority Subordinate Certificateholder shall again have the rights of the Majority Subordinate Certificateholder as set forth herein (including the rights to appoint a Subordinate Class Representative or cause the exercise of the rights of the Subordinate Class Representative) without regard to any prior waiver by the predecessor Majority Subordinate Certificateholder. The successor Majority Subordinate Certificateholder shall also have the right as provided in this Section 3.23(i) to irrevocably waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement. No successor Majority Subordinate Certificateholder described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan prior to the Transfer and had not also become a Corrected Mortgage Loan prior to such Transfer until such time as such Mortgage Loan becomes a Corrected Mortgage Loan. (j) The Subordinate Class Representative may not be a Borrower or an Affiliate of a Borrower.

Subordinate Class Representative. (a) The Majority Subordinate Certificateholder shall have a continuing right, subject to and in accordance with this Section 3.23, to appoint a representative (the “Subordinate Class Representative”) having the rights and powers specified in this Agreement (including those specified in Section 3.24)¸ and/or remove or replace any existing Subordinate Class Representative, by delivering notice to the Certificate Administrator, the Trustee, the Special ServicersServicer, the Master Servicers Servicer and, in the case of a removal or replacement of a Subordinate Class Representative, the then existing Subordinate Class Representative; provided provided, that Seer Capital Partners Master Fund L.P. [_________] shall be the initial Subordinate Class Representative. Such continuing right of the Majority Subordinate Certificateholder shall be exercisable in its sole discretion and at any time and from time to time, subject to subsection (b) below. If at any time the Majority Subordinate Certificateholder has not appointed a Subordinate Class Representative pursuant to this Section 3.23 or a Subordinate Class Representative has resigned or has been removed without the Majority Subordinate Certificateholder having appointed a successor Subordinate Class Representative, then the Majority Subordinate Certificateholder shall be deemed to be the Subordinate Class Representative; provided that this provision shall not apply in the event the Majority Subordinate Certificateholder has expressly waived its right to act as or appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder. (b) No appointment of any Person as a Subordinate Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential information confidential in accordance with the provisions set forth in Exhibit K-3, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). (c) Within ten (10) Business Days of any appointment or replacement of a Subordinate Class Representative (other than the initial Subordinate Class Representative), the Certificate Administrator shall deliver to each of the Trustee, the Master ServicersServicer, the Special Servicers Servicer and the Trust Advisor notice of the identity of such Subordinate Class Representative, including the name and address furnished to the Certificate Administrator under subsection (a) above). The Certificate Administrator shall also deliver such information to each Master Servicer or each Special Servicer promptly upon request therefor by such Master Servicer or such Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it under subsection (a) above), and the Master Servicers Servicer and the Special Servicers Servicer shall all be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that the Master Servicers Servicer or the Special ServicersServicer, as the case may be, may have to deliver information or otherwise communicate with the Subordinate Class Representative. In addition to the foregoing, within two (2) Business Days of its receipt of notice of the resignation or removal of a Subordinate Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (d) A Subordinate Class Representative may at any time resign as such by giving written notice to the Majority Subordinate Certificateholder, which shall thereupon give written notice to the Certificate Administrator, the Trustee, the Special Servicers Servicer and the Master ServicersServicer. The effectiveness of such resignation shall not be conditioned upon or subject to the prior appointment or approval of a successor to the resigning Subordinate Class Representative. In no event shall the failure of the Subordinate Class Representative or the Majority Subordinate Certificateholder to provide such notice prejudice or call into question the effectiveness of such resignation. The preceding statement shall not be construed to limit the effect of subsection (e) below). (e) Once a Subordinate Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement shall be entitled to rely on such selection unless the Majority Subordinate Certificateholder or such Subordinate Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement, in writing, of the resignation or removal of such Subordinate Class Representative. (f) Any and all expenses of the Subordinate Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Subordinate Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Subordinate Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Subordinate Class Representative shall immediately notify the Certificate Administrator, the Trustee, the Master Servicers Servicer and the Special ServicersServicer, whereupon (if a the Special Servicer, a the Master Servicer, the Certificate Administrator, the Trustee or the Trust are also named parties to the same action and, in the sole judgment of the NCB Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, Servicer (i) the Subordinate Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for either the Special Servicer, either the Master Servicer, the Certificate Administrator, the Trustee or the Trust to be an adverse party in such action as regards the Subordinate Class Representative) ), the NCB Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claimsService, on behalf of the Trust shall, subject to Section 6.03 and the consent of the Subordinate Class Representative, assume, at the expense of the Trust Fund, the defense of any such claim against the Subordinate Class Representative; provided provided, that no judgment against the Subordinate Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of any Subordinate Class Representative. (g) The Subordinate Class Representative may receive amounts payable to the applicable Special Servicer as special servicing compensation as described in and to the extent as such Special Servicer and the Subordinate Class Representative may agree. (h) In addition, upon request of a the Master Servicer, a the Special Servicer or the Trust Advisor, as applicable, the Certificate Administrator shall reasonably promptly provide the name of the then-current Majority Subordinate Certificateholder and, if requested, a list of the Certificateholders (or a securities position listing from the Depository) of the Majority Subordinate Certificateholder to such requesting party (at the expense of the Trust Fund). (i) Notwithstanding anything to the contrary contained herein, during such time as the Class F E Certificates are the Subordinate Class, the Majority Subordinate Certificateholder may waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement by irrevocable written notice delivered to the Depositor, Certificate Administrator, Trustee, each Master Servicer, each Special Servicer and Trust Advisor (any such Holder or group of affiliated Holders that makes such an election, the “Opting-Out Party”). Any such waiver shall remain effective with respect to such Holder and such Class until such time as the Opting-Out Party has sold or transferred a majority of the Class F E Certificates to an unaffiliated third party (such sale or transfer, a “Class F E Transfer”). Following any such Transfer the successor Majority Subordinate Certificateholder shall again have the rights of the Majority Subordinate Certificateholder as set forth herein (including the rights to appoint a Subordinate Class Representative or cause the exercise of the rights of the Subordinate Class Representative) without regard to any prior waiver by the predecessor Majority Subordinate Certificateholder. The successor Majority Subordinate Certificateholder shall also have the right as provided in this Section 3.23(i) to irrevocably waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement. No successor Majority Subordinate Certificateholder described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan prior to the Transfer and had not also become a Corrected Mortgage Loan prior to such Transfer until such time as such Mortgage Loan becomes a Corrected Mortgage Loan. (j) The Subordinate Class Representative may not be a Borrower or an Affiliate of a Borrower.

Subordinate Class Representative. (a) The Majority Subordinate Certificateholder shall have a continuing right, subject to and in accordance with this Section 3.23, to appoint a representative (the “Subordinate Class Representative”) having the rights and powers specified in this Agreement (including those specified in Section 3.24)¸ and/or remove or replace any existing Subordinate Class Representative, by delivering notice to the Certificate Administrator, the Trustee, the Special Servicers, the Master Servicers and, in the case of a removal or replacement of a Subordinate Class Representative, the then existing Subordinate Class Representative; provided that Seer Raith Capital Partners Master Fund L.P. Partners, LLC shall be the initial Subordinate Class Representative. Such continuing right of the Majority Subordinate Certificateholder shall be exercisable in its sole discretion and at any time and from time to time, subject to subsection (b) below. If at any time the Majority Subordinate Certificateholder has not appointed a Subordinate Class Representative pursuant to this Section 3.23 or a Subordinate Class Representative has resigned or has been removed without the Majority Subordinate Certificateholder having appointed a successor Subordinate Class Representative3.23, then the Majority Subordinate Certificateholder shall be deemed to be the Subordinate Class Representative; provided that this provision shall not apply in the event the Majority Subordinate Certificateholder has expressly waived its right to act as or appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder. (b) No appointment of any Person as a Subordinate Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential information confidential in accordance with the provisions set forth in Exhibit K-3, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). (c) Within ten (10) Business Days of any appointment or replacement of a Subordinate Class Representative (other than the initial Subordinate Class Representative), the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers, the Special Servicers and the Trust Advisor notice of the identity of such Subordinate Class Representative, including the name and address furnished to the Certificate Administrator under subsection (a) above. The Certificate Administrator shall also deliver such information to each Master Servicer or each Special Servicer promptly upon request therefor by such Master Servicer or such Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it under subsection (a) above, and the Master Servicers and the Special Servicers shall all be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that the Master Servicers or the Special Servicers, as the case may be, may have to deliver information or otherwise communicate with the Subordinate Class Representative. In addition to the foregoing, within two (2) Business Days of its receipt of notice of the resignation or removal of a Subordinate Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (d) A Subordinate Class Representative may at any time resign as such by giving written notice to the Majority Subordinate Certificateholder, which shall thereupon give written notice to the Certificate Administrator, the Trustee, the Special Servicers and the Master Servicers. The effectiveness of such resignation shall not be conditioned upon or subject to the prior appointment or approval of a successor to the resigning Subordinate Class Representative. In no event shall the failure of the Subordinate Class Representative or the Majority Subordinate Certificateholder to provide such notice prejudice or call into question the effectiveness of such resignation. The preceding statement shall not be construed to limit the effect of subsection (e) below. (e) Once a Subordinate Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement shall be entitled to rely on such selection unless the Majority Subordinate Certificateholder or such Subordinate Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement, in writing, of the resignation or removal of such Subordinate Class Representative. (f) Any and all expenses of the Subordinate Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Subordinate Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Subordinate Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Subordinate Class Representative shall immediately notify the Certificate Administrator, the Trustee, the Master Servicers and the Special Servicers, whereupon (if a Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee or the Trust are also named parties to the same action and, in the sole judgment of the NCB Co-op Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, (i) the Subordinate Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for either Special Servicer, either Master Servicer, the Certificate Administrator, the Trustee or the Trust to be an adverse party in such action as regards the Subordinate Class Representative) the NCB Co-op Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, on behalf of the Trust shall, subject to Section 6.03 and the consent of the Subordinate Class Representative, assume, at the expense of the Trust Fund, the defense of any such claim against the Subordinate Class Representative; provided that no judgment against the Subordinate Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of any Subordinate Class Representative. (g) The Subordinate Class Representative may receive amounts payable to the applicable Special Servicer as special servicing compensation as described in and to the extent as such Special Servicer and the Subordinate Class Representative may agree. (h) In addition, upon request of a Master Servicer, a Special Servicer or Trust Advisor, as applicable, the Certificate Administrator shall reasonably promptly provide the name of the then-current Majority Subordinate Certificateholder and, if requested, a list of the Certificateholders (or a securities position listing from the Depository) of the Majority Subordinate Certificateholder to such requesting party (at the expense of the Trust Fund). (i) Notwithstanding anything to the contrary contained herein, during such time as the Class F E Certificates are the Subordinate Class, the Majority Subordinate Certificateholder may waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement by irrevocable written notice delivered to the Depositor, Certificate Administrator, Trustee, each Master Servicer, each Special Servicer and Trust Advisor (any such Holder or group of affiliated Holders that makes such an election, the “Opting-Out Party”). Any such waiver shall remain effective with respect to such Holder and such Class until such time as the Opting-Out Party has sold or transferred a majority of the Class F E Certificates to an unaffiliated third party (such sale or transfer, a “Class F E Transfer”). Following any such Transfer the successor Majority Subordinate Certificateholder shall again have the rights of the Majority Subordinate Certificateholder as set forth herein (including the rights to appoint a Subordinate Class Representative or cause the exercise of the rights of the Subordinate Class Representative) without regard to any prior waiver by the predecessor Majority Subordinate Certificateholder. The successor Majority Subordinate Certificateholder shall also have the right as provided in this Section 3.23(i) to irrevocably waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement. No successor Majority Subordinate Certificateholder described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan prior to the Transfer and had not also become a Corrected Mortgage Loan prior to such Transfer until such time as such Mortgage Loan becomes a Corrected Mortgage Loan. (j) The Subordinate Class Representative may not be a Borrower or an Affiliate of a Borrower.

Subordinate Class Representative. (a) The Majority Subordinate Certificateholder shall have a continuing right, subject to and in accordance with this Section 3.23, to appoint a representative (the “Subordinate Class Representative”) having the rights and powers specified in this Agreement (including those specified in Section 3.24)¸ and/or remove or replace any existing Subordinate Class Representative, by delivering notice to the Certificate Administrator, the Trustee, the Special ServicersServicer, the Master Servicers Servicer and, in the case of a removal or replacement of a Subordinate Class Representative, the then existing Subordinate Class Representative; provided provided, however, that Seer Capital Partners Master Fund L.P. Torchlight Investors LLC (on behalf of one or more managed funds or accounts) shall be the initial Subordinate Class Representative. Such continuing right of the Majority Subordinate Certificateholder shall be exercisable in its sole discretion and at any time and from time to time, subject to subsection (b) below. If at any time the Majority Subordinate Certificateholder has not appointed a Subordinate Class Representative pursuant to this Section 3.23 or a Subordinate Class Representative has resigned or has been removed without the Majority Subordinate Certificateholder having appointed a successor Subordinate Class Representative, then the Majority Subordinate Certificateholder shall be deemed to be the Subordinate Class Representative; provided that this provision shall not apply in the event the Majority Subordinate Certificateholder has expressly waived its right to act as or appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder. (b) No appointment of any Person as a Subordinate Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential information confidential in accordance with the provisions set forth in Exhibit K-3, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). (c) Within ten (10) Business Days of any appointment or replacement of a Subordinate Class Representative (other than the initial Subordinate Class Representative), the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers, Servicer and the Special Servicers and the Trust Advisor Servicer notice of the identity of such Subordinate Class Representative, including the name and address furnished to the Certificate Administrator under subsection (a) above). The Certificate Administrator shall also deliver such information to each the Master Servicer or each the Special Servicer promptly upon request therefor by such the Master Servicer or such the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it under subsection (a) above), and the Master Servicers Servicer and the Special Servicers Servicer shall all each be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that the Master Servicers Servicer or the Special ServicersServicer, as the case may be, may have to deliver information or otherwise communicate with the Subordinate Class Representative. In addition to the foregoing, within two (2) Business Days of its receipt of notice of the resignation or removal of a Subordinate Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (d) A Subordinate Class Representative may at any time resign as such by giving written notice to the Majority Subordinate Certificateholder, which shall thereupon give written notice to the Certificate Administrator, the Trustee, the Special Servicers Servicer and the Master ServicersServicer. The effectiveness of such resignation shall not be conditioned upon or subject to the prior appointment or approval of a successor to the resigning Subordinate Class Representative. In no event shall the failure of the Subordinate Class Representative or the Majority Subordinate Certificateholder to provide such notice prejudice or call into question the effectiveness of such resignation. The preceding statement shall not be construed to limit the effect of subsection (e) below). (e) Once a Subordinate Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement shall be entitled to rely on such selection unless the Majority Subordinate Certificateholder or such Subordinate Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement, in writing, of the resignation or removal of such Subordinate Class Representative. (f) Any and all expenses of the Subordinate Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Subordinate Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Subordinate Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Subordinate Class Representative shall immediately notify the Certificate Administrator, the Trustee, the Master Servicers Servicer and the Special ServicersServicer, whereupon (if a the Special Servicer, a the Master Servicer, the Certificate Administrator, the Trustee or the Trust are also named parties to the same action and, in the sole judgment of the NCB Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, (i) the Subordinate Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for either the Special Servicer, either the Master Servicer, the Certificate Administrator, the Trustee or the Trust to be an adverse party in such action as regards the Subordinate Class Representative) , the NCB Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, Servicer on behalf of the Trust shall, subject to Section 6.03 and the consent of the Subordinate Class Representative, assume, at the expense of the Trust Fund, the defense of any such claim against the Subordinate Class Representative; provided provided, however, that no judgment against the Subordinate Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of any Subordinate Class Representative. (g) The Subordinate Class Representative may receive amounts payable to the applicable Special Servicer as special servicing compensation as described in and to the extent as such the Special Servicer and the Subordinate Class Representative may agree. (h) In addition, upon request of a the Master Servicer, a the Special Servicer or Trust Advisor, as applicable, the Certificate Administrator shall reasonably promptly provide the name of the then-current Majority Subordinate Certificateholder and, if requested, a list of the Certificateholders (or a securities position listing from the Depository) of the Majority Subordinate Certificateholder to such requesting party (at the expense of the Trust Fund). (i) Notwithstanding anything to the contrary contained herein, during such time as the Class F Certificates are the Subordinate Class, the Majority Subordinate Certificateholder may waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement by irrevocable written notice delivered to the Depositor, Certificate Administrator, Trustee, each Master Servicer, each Special Servicer and Trust Advisor (any such Holder or group of affiliated Holders that makes such an election, the “Opting-Out Party”). Any such waiver shall remain effective with respect to such Holder and such Class until such time as the Opting-Out Party has sold or transferred a majority of the Class F Certificates to an unaffiliated third party (such sale or transfer, a “Class F Transfer”). Following any such Transfer the successor Majority Subordinate Certificateholder shall again have the rights of the Majority Subordinate Certificateholder as set forth herein (including the rights to appoint a Subordinate Class Representative or cause the exercise of the rights of the Subordinate Class Representative) without regard to any prior waiver by the predecessor Majority Subordinate Certificateholder. The successor Majority Subordinate Certificateholder shall also have the right as provided in this Section 3.23(i) to irrevocably waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement. No successor Majority Subordinate Certificateholder described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan prior to the Transfer and had not also become a Corrected Mortgage Loan prior to such Transfer until such time as such Mortgage Loan becomes a Corrected Mortgage Loan. (j) The Subordinate Class Representative may not be a Borrower or an Affiliate of a Borrower.

Subordinate Class Representative. (a) The Majority Subordinate Certificateholder shall have a continuing right, subject to and in accordance with this Section 3.23, to appoint a representative (the “Subordinate Class Representative”) having the rights and powers specified in this Agreement (including those specified in Section 3.24)¸ and/or remove or replace any existing Subordinate Class Representative, by delivering notice to the Certificate Administrator, the Trustee, the Special ServicersServicer, the Master Servicers Servicer and, in the case of a removal or replacement of a Subordinate Class Representative, the then existing Subordinate Class Representative; provided provided, however, that Seer Capital Partners Master Fund L.P. RREF CMBS AIV, LP shall be the initial Subordinate Class Representative. Such continuing right of the Majority Subordinate Certificateholder shall be exercisable in its sole discretion and at any time and from time to time, subject to subsection (b) below. If at any time the Majority Subordinate Certificateholder has not appointed a Subordinate Class Representative pursuant to this Section 3.23 or a Subordinate Class Representative has resigned or has been removed without the Majority Subordinate Certificateholder having appointed a successor Subordinate Class Representative, then the Majority Subordinate Certificateholder shall be deemed to be the Subordinate Class Representative; provided that this provision shall not apply in the event the Majority Subordinate Certificateholder has expressly waived its right to act as or appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder. (b) No appointment of any Person as a Subordinate Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential information confidential in accordance with the provisions set forth in Exhibit K-3, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). (c) Within ten (10) Business Days of any appointment or replacement of a Subordinate Class Representative (other than the initial Subordinate Class Representative), the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers, Servicer and the Special Servicers and the Trust Advisor Servicer notice of the identity of such Subordinate Class Representative, including the name and address furnished to the Certificate Administrator under subsection (a) above). The Certificate Administrator shall also deliver such information to each the Master Servicer or each the Special Servicer promptly upon request therefor by such the Master Servicer or such the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it under subsection (a) above), and the Master Servicers Servicer and the Special Servicers Servicer shall all each be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that the Master Servicers Servicer or the Special ServicersServicer, as the case may be, may have to deliver information or otherwise communicate with the Subordinate Class Representative. In addition to the foregoing, within two (2) Business Days of its receipt of notice of the resignation or removal of a Subordinate Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (d) A Subordinate Class Representative may at any time resign as such by giving written notice to the Majority Subordinate Certificateholder, which shall thereupon give written notice to the Certificate Administrator, the Trustee, the Special Servicers Servicer and the Master ServicersServicer. The effectiveness of such resignation shall not be conditioned upon or subject to the prior appointment or approval of a successor to the resigning Subordinate Class Representative. In no event shall the failure of the Subordinate Class Representative or the Majority Subordinate Certificateholder to provide such notice prejudice or call into question the effectiveness of such resignation. The preceding statement shall not be construed to limit the effect of subsection (e) below). (e) Once a Subordinate Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement shall be entitled to rely on such selection unless the Majority Subordinate Certificateholder or such Subordinate Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement, in writing, of the resignation or removal of such Subordinate Class Representative. (f) Any and all expenses of the Subordinate Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Subordinate Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Subordinate Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Subordinate Class Representative shall immediately notify the Certificate Administrator, the Trustee, the Master Servicers Servicer and the Special ServicersServicer, whereupon (if a the Special Servicer, a the Master Servicer, the Certificate Administrator, the Trustee or the Trust are also named parties to the same action and, in the sole judgment of the NCB Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, (i) the Subordinate Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for either the Special Servicer, either the Master Servicer, the Certificate Administrator, the Trustee or the Trust to be an adverse party in such action as regards the Subordinate Class Representative) , the NCB Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, Servicer on behalf of the Trust shall, subject to Section 6.03 and the consent of the Subordinate Class Representative, assume, at the expense of the Trust Fund, the defense of any such claim against the Subordinate Class Representative; provided provided, however, that no judgment against the Subordinate Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of any Subordinate Class Representative. (g) The Subordinate Class Representative may receive amounts payable to the applicable Special Servicer as special servicing compensation as described in and to the extent as such the Special Servicer and the Subordinate Class Representative may agree. (h) In addition, upon request of a the Master Servicer, a the Special Servicer or Trust Advisor, as applicable, the Certificate Administrator shall reasonably promptly provide the name of the then-current Majority Subordinate Certificateholder and, if requested, a list of the Certificateholders (or a securities position listing from the Depository) of the Majority Subordinate Certificateholder to such requesting party (at the expense of the Trust Fund). (i) Notwithstanding anything to the contrary contained herein, during such time as the Class F Certificates are the Subordinate Class, the Majority Subordinate Certificateholder may waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement by irrevocable written notice delivered to the Depositor, Certificate Administrator, Trustee, each Master Servicer, each Special Servicer and Trust Advisor (any such Holder or group of affiliated Holders that makes such an election, the “Opting-Out Party”). Any such waiver shall remain effective with respect to such Holder and such Class until such time as the Opting-Out Party has sold or transferred a majority of the Class F Certificates to an unaffiliated third party (such sale or transfer, a “Class F Transfer”). Following any such Transfer the successor Majority Subordinate Certificateholder shall again have the rights of the Majority Subordinate Certificateholder as set forth herein (including the rights to appoint a Subordinate Class Representative or cause the exercise of the rights of the Subordinate Class Representative) without regard to any prior waiver by the predecessor Majority Subordinate Certificateholder. The successor Majority Subordinate Certificateholder shall also have the right as provided in this Section 3.23(i) to irrevocably waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement. No successor Majority Subordinate Certificateholder described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan prior to the Transfer and had not also become a Corrected Mortgage Loan prior to such Transfer until such time as such Mortgage Loan becomes a Corrected Mortgage Loan. (j) The Subordinate Class Representative may not be a Borrower or an Affiliate of a Borrower.

Subordinate Class Representative. (a) The Majority Subordinate Certificateholder shall have a continuing right, subject to and in accordance with this Section 3.23, to appoint a representative (the “Subordinate Class Representative”) having the rights and powers specified in this Agreement (including those specified in Section 3.24)¸ 3.24), and/or remove or replace any existing Subordinate Class Representative, by delivering notice to the Certificate Administrator, the Trustee, the Special ServicersServicer, the Master Servicers Servicer and, in the case of a removal or replacement of a Subordinate Class Representative, the then existing Subordinate Class Representative; provided that Seer Capital Partners Master Fund L.P. shall be the initial Subordinate Class Representative. Such continuing right of the Majority Subordinate Certificateholder shall be exercisable in its sole discretion and at any time and from time to time, subject to subsection (b) below. If at any time the Majority Subordinate Certificateholder has not appointed a Subordinate Class Representative pursuant to this Section 3.23 or a Subordinate Class Representative has resigned or has been removed without the Majority Subordinate Certificateholder having appointed a successor Subordinate Class Representative3.23, then the Majority Subordinate Certificateholder shall be deemed to be the Subordinate Class Representative; provided that this provision shall not apply in the event the Majority Subordinate Certificateholder has expressly waived its right to act as or appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder. (b) No appointment of any Person as a Subordinate Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential information confidential in accordance with the provisions set forth in Exhibit K-3, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). (c) Within ten (10) Business Days of any appointment or replacement of a Subordinate Class Representative (other than the initial Subordinate Class Representative), the Certificate Administrator shall deliver to each of the Trustee, the Master ServicersServicer, the Special Servicers Servicer and the Trust Advisor notice of the identity of such Subordinate Class Representative, including the name and address furnished to the Certificate Administrator under subsection (a) above. The Certificate Administrator shall also deliver such information to each Master Servicer or each Special Servicer promptly upon request therefor by such Master Servicer or such Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it under subsection (a) above, and the Master Servicers and the Special Servicers shall all be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that the Master Servicers or the Special Servicers, as the case may be, may have to deliver information or otherwise communicate with the Subordinate Class Representative. In addition to the foregoing, within two (2) Business Days of its receipt of notice of the resignation or removal of a Subordinate Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (d) A Subordinate Class Representative may at any time resign as such by giving written notice to the Majority Subordinate Certificateholder, which shall thereupon give written notice to the Certificate Administrator, the Trustee, the Special Servicers and the Master Servicers. The effectiveness of such resignation shall not be conditioned upon or subject to the prior appointment or approval of a successor to the resigning Subordinate Class Representative. In no event shall the failure of the Subordinate Class Representative or the Majority Subordinate Certificateholder to provide such notice prejudice or call into question the effectiveness of such resignation. The preceding statement shall not be construed to limit the effect of subsection (e) below. (e) Once a Subordinate Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement shall be entitled to rely on such selection unless the Majority Subordinate Certificateholder or such Subordinate Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement, in writing, of the resignation or removal of such Subordinate Class Representative. (f) Any and all expenses of the Subordinate Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Subordinate Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Subordinate Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Subordinate Class Representative shall immediately notify the Certificate Administrator, the Trustee, the Master Servicers and the Special Servicers, whereupon (if a Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee or the Trust are also named parties to the same action and, in the sole judgment of the NCB Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, (i) the Subordinate Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for either Special Servicer, either Master Servicer, the Certificate Administrator, the Trustee or the Trust to be an adverse party in such action as regards the Subordinate Class Representative) the NCB Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, on behalf of the Trust shall, subject to Section 6.03 and the consent of the Subordinate Class Representative, assume, at the expense of the Trust Fund, the defense of any such claim against the Subordinate Class Representative; provided that no judgment against the Subordinate Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of any Subordinate Class Representative. (g) The Subordinate Class Representative may receive amounts payable to the applicable Special Servicer as special servicing compensation as described in and to the extent as such Special Servicer and the Subordinate Class Representative may agree. (h) In addition, upon request of a Master Servicer, a Special Servicer or Trust Advisor, as applicable, the Certificate Administrator shall reasonably promptly provide the name of the then-current Majority Subordinate Certificateholder and, if requested, a list of the Certificateholders (or a securities position listing from the Depository) of the Majority Subordinate Certificateholder to such requesting party (at the expense of the Trust Fund). (i) Notwithstanding anything to the contrary contained herein, during such time as the Class F Certificates are the Subordinate Class, the Majority Subordinate Certificateholder may waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement by irrevocable written notice delivered to the Depositor, Certificate Administrator, Trustee, each Master Servicer, each Special Servicer and Trust Advisor (any such Holder or group of affiliated Holders that makes such an election, the “Opting-Out Party”). Any such waiver shall remain effective with respect to such Holder and such Class until such time as the Opting-Out Party has sold or transferred a majority of the Class F Certificates to an unaffiliated third party (such sale or transfer, a “Class F Transfer”). Following any such Transfer the successor Majority Subordinate Certificateholder shall again have the rights of the Majority Subordinate Certificateholder as set forth herein (including the rights to appoint a Subordinate Class Representative or cause the exercise of the rights of the Subordinate Class Representative) without regard to any prior waiver by the predecessor Majority Subordinate Certificateholder. The successor Majority Subordinate Certificateholder shall also have the right as provided in this Section 3.23(i) to irrevocably waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement. No successor Majority Subordinate Certificateholder described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan prior to the Transfer and had not also become a Corrected Mortgage Loan prior to such Transfer until such time as such Mortgage Loan becomes a Corrected Mortgage Loan. (j) The Subordinate Class Representative may not be a Borrower or an Affiliate of a Borrower.

Subordinate Class Representative. (a) The Majority Subordinate Certificateholder shall have a continuing right, subject to and in accordance with this Section 3.23, to appoint a representative (the “Subordinate Class Representative”) having the rights and powers specified in this Agreement (including those specified in Section 3.24)¸ and/or remove or replace any existing Subordinate Class Representative, by delivering notice to the Certificate Administrator, the Trustee, the Special Servicers, the Master Servicers and, in the case of a removal or replacement of a Subordinate Class Representative, the then existing Subordinate Class Representative; provided that Seer Capital Partners Master Fund L.P. Rialto CMBS II, LLC shall be the initial Subordinate Class Representative. Such continuing right of the Majority Subordinate Certificateholder shall be exercisable in its sole discretion and at any time and from time to time, subject to subsection (b) below. If at any time the Majority Subordinate Certificateholder has not appointed a Subordinate Class Representative pursuant to this Section 3.23 or a Subordinate Class Representative has resigned or has been removed without the Majority Subordinate Certificateholder having appointed a successor Subordinate Class Representative, then the Majority Subordinate Certificateholder shall be deemed to be the Subordinate Class Representative; provided that this provision shall not apply in the event the Majority Subordinate Certificateholder has expressly waived its right to act as or appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder. (b) No appointment of any Person as a Subordinate Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential information confidential in accordance with the provisions set forth in Exhibit K-3, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). (c) Within ten (10) Business Days of any appointment or replacement of a Subordinate Class Representative (other than the initial Subordinate Class Representative), the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers, the Special Servicers and the Trust Advisor notice of the identity of such Subordinate Class Representative, including the name and address furnished to the Certificate Administrator under subsection (a) above. The Certificate Administrator shall also deliver such information to each Master Servicer or each Special Servicer promptly upon request therefor by such Master Servicer or such Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it under subsection (a) above, and the Master Servicers and the Special Servicers shall all be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that the Master Servicers or the Special Servicers, as the case may be, may have to deliver information or otherwise communicate with the Subordinate Class Representative. In addition to the foregoing, within two (2) Business Days of its receipt of notice of the resignation or removal of a Subordinate Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (d) A Subordinate Class Representative may at any time resign as such by giving written notice to the Majority Subordinate Certificateholder, which shall thereupon give written notice to the Certificate Administrator, the Trustee, the Special Servicers and the Master Servicers. The effectiveness of such resignation shall not be conditioned upon or subject to the prior appointment or approval of a successor to the resigning Subordinate Class Representative. In no event shall the failure of the Subordinate Class Representative or the Majority Subordinate Certificateholder to provide such notice prejudice or call into question the effectiveness of such resignation. The preceding statement shall not be construed to limit the effect of subsection (e) below. (e) Once a Subordinate Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement shall be entitled to rely on such selection unless the Majority Subordinate Certificateholder or such Subordinate Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement, in writing, of the resignation or removal of such Subordinate Class Representative. (f) Any and all expenses of the Subordinate Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Subordinate Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Subordinate Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Subordinate Class Representative shall immediately notify the Certificate Administrator, the Trustee, the Master Servicers and the Special Servicers, whereupon (if a Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee or the Trust are also named parties to the same action and, in the sole judgment of the NCB Co-op Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, (i) the Subordinate Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for either Special Servicer, either Master Servicer, the Certificate Administrator, the Trustee or the Trust to be an adverse party in such action as regards the Subordinate Class Representative) the NCB Co-op Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, on behalf of the Trust shall, subject to Section 6.03 and the consent of the Subordinate Class Representative, assume, at the expense of the Trust Fund, the defense of any such claim against the Subordinate Class Representative; provided that no judgment against the Subordinate Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of any Subordinate Class Representative. (g) The Subordinate Class Representative may receive amounts payable to the applicable Special Servicer as special servicing compensation as described in and to the extent as such Special Servicer and the Subordinate Class Representative may agree. (h) In addition, upon request of a Master Servicer, a Special Servicer or Trust Advisor, as applicable, the Certificate Administrator shall reasonably promptly provide the name of the then-current Majority Subordinate Certificateholder and, if requested, a list of the Certificateholders (or a securities position listing from the Depository) of the Majority Subordinate Certificateholder to such requesting party (at the expense of the Trust Fund). (i) Notwithstanding anything to the contrary contained herein, during such time as the Class F Certificates are the Subordinate Class, the Majority Subordinate Certificateholder may waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement by irrevocable written notice delivered to the Depositor, Certificate Administrator, Trustee, each Master Servicer, each Special Servicer and Trust Advisor (any such Holder or group of affiliated Holders that makes such an election, the “Opting-Out Party”). Any such waiver shall remain effective with respect to such Holder and such Class until such time as the Opting-Out Party has sold or transferred a majority of the Class F Certificates to an unaffiliated third party (such sale or transfer, a “Class F Transfer”). Following any such Transfer the successor Majority Subordinate Certificateholder shall again have the rights of the Majority Subordinate Certificateholder as set forth herein (including the rights to appoint a Subordinate Class Representative or cause the exercise of the rights of the Subordinate Class Representative) without regard to any prior waiver by the predecessor Majority Subordinate Certificateholder. The successor Majority Subordinate Certificateholder shall also have the right as provided in this Section 3.23(i) to irrevocably waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement. No successor Majority Subordinate Certificateholder described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan prior to the Transfer and had not also become a Corrected Mortgage Loan prior to such Transfer until such time as such Mortgage Loan becomes a Corrected Mortgage Loan. (j) The Subordinate Class Representative may not be a Borrower or an Affiliate of a Borrower.

Subordinate Class Representative. (a) The Majority Subordinate Certificateholder shall have a continuing right, subject to and in accordance with this Section 3.23, to appoint a representative (the “Subordinate Class Representative”) having the rights and powers specified in this Agreement (including those specified in Section 3.24)¸ and/or remove or replace any existing Subordinate Class Representative, by delivering notice to the Certificate Administrator, the Trustee, the Special ServicersServicer, the Master Servicers Servicer and, in the case of a removal or replacement of a Subordinate Class Representative, the then existing Subordinate Class Representative; provided provided, however, that Seer Capital Partners Master Fund L.P. RREF CMBS AIV, LP shall be the initial Subordinate Class Representative. Such continuing right of the Majority Subordinate Certificateholder shall be exercisable in its sole discretion and at any time and from time to time, subject to subsection (b) below. If at any time the Majority Subordinate Certificateholder has not appointed a Subordinate Class Representative pursuant to this Section 3.23 or a Subordinate Class Representative has resigned or has been removed without the Majority Subordinate Certificateholder having appointed a successor Subordinate Class Representative, then the Majority Subordinate Certificateholder shall be deemed to be the Subordinate Class Representative; provided that this provision shall not apply in the event the Majority Subordinate Certificateholder has expressly waived its right to act as or appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder. (b) No appointment of any Person as a Subordinate Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential information confidential in accordance with the provisions set forth in Exhibit K-3, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). (c) Within ten (10) Business Days of any appointment or replacement of a Subordinate Class Representative (other than the initial Subordinate Class Representative), the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers, Servicer and the Special Servicers and the Trust Advisor Servicer notice of the identity of such Subordinate Class Representative, including the name and address furnished to the Certificate Administrator under subsection (a) above). The Certificate Administrator shall also deliver such information to each the Master Servicer or each the Special Servicer promptly upon request therefor by such the Master Servicer or such the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it under subsection (a) above), and the Master Servicers Servicer and the Special Servicers Servicer shall all each be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that the Master Servicers Servicer or the Special ServicersServicer, as the case may be, may have to deliver information or otherwise communicate with the Subordinate Class Representative. In addition to the foregoing, within two (2) Business Days of its receipt of notice of the resignation or removal of a Subordinate Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (d) A Subordinate Class Representative may at any time resign as such by giving written notice to the Majority Subordinate Certificateholder, which shall thereupon give written notice to the Certificate Administrator, the Trustee, the Special Servicers Servicer and the Master ServicersServicer. The effectiveness of such resignation shall not be conditioned upon or subject to the prior appointment or approval of a successor to the resigning Subordinate Class Representative. In no event shall the failure of the Subordinate Class Representative or the Majority Subordinate Certificateholder to provide such notice prejudice or call into question the effectiveness of such resignation. The preceding statement shall not be construed to limit the effect of subsection (e) below). (e) Once a Subordinate Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement shall be entitled to rely on such selection unless the Majority Subordinate Certificateholder or such Subordinate Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement, in writing, of the resignation or removal of such Subordinate Class Representative. (f) Any and all expenses of the Subordinate Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Subordinate Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Subordinate Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Subordinate Class Representative shall immediately notify the Certificate Administrator, the Trustee, the Master Servicers Servicer and the Special ServicersServicer, whereupon (if a the Special Servicer, a the Master Servicer, the Certificate Administrator, the Trustee or the Trust are also named parties to the same action and, in the sole judgment of the NCB Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, (i) the Subordinate Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for either the Special Servicer, either the Master Servicer, the Certificate Administrator, the Trustee or the Trust to be an adverse party in such action as regards the Subordinate Class Representative) , the NCB Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, Servicer on behalf of the Trust shall, subject to Section 6.03 and the consent of the Subordinate Class Representative, assume, at the expense of the Trust Fund, the defense of any such claim against the Subordinate Class Representative; provided provided, however, that no judgment against the Subordinate Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of any Subordinate Class Representative. (g) The Subordinate Class Representative may receive amounts payable to the applicable Special Servicer as special servicing compensation as described in and to the extent as such the Special Servicer and the Subordinate Class Representative may agree. (h) In addition, upon request of a the Master Servicer, a the Special Servicer or Trust Advisor, as applicable, the Certificate Administrator shall reasonably promptly provide the name of the then-current Majority Subordinate Certificateholder and, if requested, a list of the Certificateholders (or a securities position listing from the Depository) of the Majority Subordinate Certificateholder to such requesting party (at the expense of the Trust Fund). (i) Notwithstanding anything to the contrary contained herein, during such time as the Class F Certificates are the Subordinate Class, the Majority Subordinate Certificateholder may waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement by irrevocable written notice delivered to the Depositor, Certificate Administrator, Trustee, each Master Servicer, each Special Servicer and Trust Advisor (any such Holder or group of affiliated Holders that makes such an election, the “Opting-Out Party”). Any such waiver shall remain effective with respect to such Holder and such Class until such time as the Opting-Out Party has sold or transferred a majority of sells its interest in the Class F Certificates to an unaffiliated third party (such sale or transfersale, a “Class F Transfer”). Following any such Transfer the successor Majority Subordinate Certificateholder shall again have the rights of the Majority Subordinate Certificateholder as set forth herein (including the rights to appoint a Subordinate Class Representative or cause the exercise of the rights of the Subordinate Class Representative) without regard to any prior waiver by the predecessor Majority Subordinate Certificateholder. The successor Majority Subordinate Certificateholder shall also have the right as provided in this Section 3.23(i) to irrevocably waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement. No successor Majority Subordinate Certificateholder described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan prior to the Transfer and had not also become a Corrected Mortgage Loan prior to such Transfer until such time as such Mortgage Loan becomes a Corrected Mortgage Loan. (j) The Subordinate Class Representative may not be a Borrower or an Affiliate of a Borrower.

Subordinate Class Representative. (a) The Majority Subordinate Certificateholder shall have a continuing right, subject to and in accordance with this Section 3.23, to appoint a representative (the “Subordinate Class Representative”) having the rights and powers specified in this Agreement (including those specified in Section 3.24)¸ and/or remove or replace any existing Subordinate Class Representative, by delivering notice to the Certificate Administrator, the Trustee, the Special Servicers, the Master Servicers and, in the case of a removal or replacement of a Subordinate Class Representative, the then existing Subordinate Class Representative; provided provided, that Seer Capital Partners Master Fund L.P. RREF II CMBS AIV, LP shall be the initial Subordinate Class Representative. Such continuing right of the Majority Subordinate Certificateholder shall be exercisable in its sole discretion and at any time and from time to time, subject to subsection (b) below. If at any time the Majority Subordinate Certificateholder has not appointed a Subordinate Class Representative pursuant to this Section 3.23 or a Subordinate Class Representative has resigned or has been removed without the Majority Subordinate Certificateholder having appointed a successor Subordinate Class Representative, then the Majority Subordinate Certificateholder shall be deemed to be the Subordinate Class Representative; provided that this provision shall not apply in the event the Majority Subordinate Certificateholder has expressly waived its right to act as or appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder. (b) No appointment of any Person as a Subordinate Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential information confidential in accordance with the provisions set forth in Exhibit K-3, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). (c) Within ten (10) Business Days of any appointment or replacement of a Subordinate Class Representative (other than the initial Subordinate Class Representative), the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers, the Special Servicers and the Trust Advisor notice of the identity of such Subordinate Class Representative, including the name and address furnished to the Certificate Administrator under subsection (a) above). The Certificate Administrator shall also deliver such information to each Master Servicer or each Special Servicer promptly upon request therefor by such Master Servicer or such Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it under subsection (a) above), and the Master Servicers and the Special Servicers shall all be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that the Master Servicers or the Special Servicers, as the case may be, may have to deliver information or otherwise communicate with the Subordinate Class Representative. In addition to the foregoing, within two (2) Business Days of its receipt of notice of the resignation or removal of a Subordinate Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (d) A Subordinate Class Representative may at any time resign as such by giving written notice to the Majority Subordinate Certificateholder, which shall thereupon give written notice to the Certificate Administrator, the Trustee, the Special Servicers and the Master Servicers. The effectiveness of such resignation shall not be conditioned upon or subject to the prior appointment or approval of a successor to the resigning Subordinate Class Representative. In no event shall the failure of the Subordinate Class Representative or the Majority Subordinate Certificateholder to provide such notice prejudice or call into question the effectiveness of such resignation. The preceding statement shall not be construed to limit the effect of subsection (e) below). (e) Once a Subordinate Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement shall be entitled to rely on such selection unless the Majority Subordinate Certificateholder or such Subordinate Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement, in writing, of the resignation or removal of such Subordinate Class Representative. (f) Any and all expenses of the Subordinate Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Subordinate Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Subordinate Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Subordinate Class Representative shall immediately notify the Certificate Administrator, the Trustee, the Master Servicers and the Special Servicers, whereupon (if a Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee or the Trust are also named parties to the same action and, in the sole judgment of the NCB Co-op Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, (i) the Subordinate Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for either Special Servicer, either Master Servicer, the Certificate Administrator, the Trustee or the Trust to be an adverse party in such action as regards the Subordinate Class Representative) the NCB Co-op Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, on behalf of the Trust shall, subject to Section 6.03 and the consent of the Subordinate Class Representative, assume, at the expense of the Trust Fund, the defense of any such claim against the Subordinate Class Representative; provided provided, that no judgment against the Subordinate Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of any Subordinate Class Representative. (g) The Subordinate Class Representative may receive amounts payable to the applicable Special Servicer as special servicing compensation as described in and to the extent as such Special Servicer and the Subordinate Class Representative may agree. (h) In addition, upon request of a Master Servicer, a Special Servicer or Trust Advisor, as applicable, the Certificate Administrator shall reasonably promptly provide the name of the then-current Majority Subordinate Certificateholder and, if requested, a list of the Certificateholders (or a securities position listing from the Depository) of the Majority Subordinate Certificateholder to such requesting party (at the expense of the Trust Fund). (i) Notwithstanding anything to the contrary contained herein, during such time as the Class F Certificates are the Subordinate Class, the Majority Subordinate Certificateholder may waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement by irrevocable written notice delivered to the Depositor, Certificate Administrator, Trustee, each Master Servicer, each Special Servicer and Trust Advisor (any such Holder or group of affiliated Holders that makes such an election, the “Opting-Out Party”). Any such waiver shall remain effective with respect to such Holder and such Class until such time as the Opting-Out Party has sold or transferred a majority of the Class F Certificates to an unaffiliated third party (such sale or transfer, a “Class F Transfer”). Following any such Transfer the successor Majority Subordinate Certificateholder shall again have the rights of the Majority Subordinate Certificateholder as set forth herein (including the rights to appoint a Subordinate Class Representative or cause the exercise of the rights of the Subordinate Class Representative) without regard to any prior waiver by the predecessor Majority Subordinate Certificateholder. The successor Majority Subordinate Certificateholder shall also have the right as provided in this Section 3.23(i) to irrevocably waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement. No successor Majority Subordinate Certificateholder described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan prior to the Transfer and had not also become a Corrected Mortgage Loan prior to such Transfer until such time as such Mortgage Loan becomes a Corrected Mortgage Loan. (j) The Subordinate Class Representative may not be a Borrower or an Affiliate of a Borrower.

Subordinate Class Representative. (a) The Majority Subordinate Certificateholder shall have a continuing right, subject to and in accordance with this Section 3.23, to appoint a representative (the “Subordinate Class Representative”) having the rights and powers specified in this Agreement (including those specified in Section 3.24)¸ 3.24, but subject to Section 3.23(i))¸ and/or remove or replace any existing Subordinate Class Representative, by delivering notice to the Certificate Administrator, the Trustee, the Special ServicersServicer, the Master Servicers Servicer and, in the case of a removal or replacement of a Subordinate Class Representative, the then existing Subordinate Class Representative; provided provided, however, that Seer Capital Partners Master Fund L.P. Xxxxx-Xxxxx Investors LLC shall be the initial Subordinate Class Representative. Such continuing right of the Majority Subordinate Certificateholder shall be exercisable in its sole discretion and at any time and from time to time, subject to subsection (b) below. If at any time the Majority Subordinate Certificateholder has not appointed a Subordinate Class Representative pursuant to this Section 3.23 or a Subordinate Class Representative has resigned or has been removed without the Majority Subordinate Certificateholder having appointed a successor Subordinate Class Representative, then the Majority Subordinate Certificateholder shall be deemed to be the Subordinate Class Representative; provided that this provision shall not apply in the event the Majority Subordinate Certificateholder has expressly waived its right to act as or appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder. (b) No appointment of any Person as a Subordinate Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential information confidential in accordance with the provisions set forth in Exhibit K-3, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). (c) Within ten (10) Business Days of any appointment or replacement of a Subordinate Class Representative (other than the initial Subordinate Class Representative), the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers, Servicer and the Special Servicers and the Trust Advisor Servicer notice of the identity of such Subordinate Class Representative, including the name and address furnished to the Certificate Administrator under subsection (a) above). The Certificate Administrator shall also deliver such information to each the Master Servicer or each the Special Servicer promptly upon request therefor by such the Master Servicer or such the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it under subsection (a) above), and the Master Servicers Servicer and the Special Servicers Servicer shall all each be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that the Master Servicers Servicer or the Special ServicersServicer, as the case may be, may have to deliver information or otherwise communicate with the Subordinate Class Representative. In addition to the foregoing, within two (2) Business Days of its receipt of notice of the resignation or removal of a Subordinate Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (d) A Subordinate Class Representative may at any time resign as such by giving written notice to the Majority Subordinate Certificateholder, which shall thereupon give written notice to the Certificate Administrator, the Trustee, the Special Servicers Servicer and the Master ServicersServicer. The effectiveness of such resignation shall not be conditioned upon or subject to the prior appointment or approval of a successor to the resigning Subordinate Class Representative. In no event shall the failure of the Subordinate Class Representative or the Majority Subordinate Certificateholder to provide such notice prejudice or call into question the effectiveness of such resignation. The preceding statement shall not be construed to limit the effect of subsection (e) below). (e) Once a Subordinate Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement shall be entitled to rely on such selection unless the Majority Subordinate Certificateholder or such Subordinate Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement, in writing, of the resignation or removal of such Subordinate Class Representative. (f) Any and all expenses of the Subordinate Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Subordinate Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Subordinate Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Subordinate Class Representative shall immediately notify the Certificate Administrator, the Trustee, the Master Servicers Servicer and the Special ServicersServicer, whereupon (if a the Special Servicer, a the Master Servicer, the Certificate Administrator, the Trustee or the Trust are also named parties to the same action and, in the sole judgment of the NCB Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, (i) the Subordinate Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for either the Special Servicer, either the Master Servicer, the Certificate Administrator, the Trustee or the Trust to be an adverse party in such action as regards the Subordinate Class Representative) , the NCB Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, Servicer on behalf of the Trust shall, subject to Section 6.03 and the consent of the Subordinate Class Representative, assume, at the expense of the Trust Fund, the defense of any such claim against the Subordinate Class Representative; provided provided, however, that no judgment against the Subordinate Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of any Subordinate Class Representative. (g) The Subordinate Class Representative may receive amounts payable to the applicable Special Servicer as special servicing compensation as described in and to the extent as such the Special Servicer and the Subordinate Class Representative may agree. (h) In addition, upon request of a the Master Servicer, a the Special Servicer or Trust Advisor, as applicable, the Certificate Administrator shall reasonably promptly provide the name of the then-current Majority Subordinate Certificateholder and, if requested, a list of the Certificateholders (or a securities position listing from the Depository) of the Majority Subordinate Certificateholder to such requesting party (at the expense of the Trust Fund). (i) Notwithstanding anything to the contrary contained herein, during such time as the Class F E Certificates are the Subordinate Class, the Majority Subordinate Certificateholder may waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement by irrevocable written notice delivered to the Depositor, Certificate Administrator, Trustee, each Master Servicer, each Special Servicer and Trust Advisor (any such Holder or group of affiliated Holders that makes such an election, the “Opting-Out Party”). Any such waiver shall remain effective with respect to such Holder and such Class until such time as the Opting-Out Party has sold (i) sells or transferred transfers a majority of the Class F E Certificates (by Certificate Principal Balance) to an unaffiliated third party and (ii) certifies to the Depositor, Certificate Administrator, Trustee, Master Servicer, Special Servicer and Trust Advisor that (a) the Opting-Out Party retains no direct or indirect voting rights with respect to the Class E Certificates that it does not own, (b) there is no voting agreement between the Opting-Out Party and the transferee and (c) the Opting-Out Party retains no direct or indirect economic interest in the Class E Certificates (such sale or transferand certification, a “Class F E Transfer”). Following any such Class E Transfer the successor Majority Subordinate Certificateholder shall again have the rights of the Majority Subordinate Certificateholder as set forth herein (including the rights to appoint a Subordinate Class Representative or cause the exercise of the rights of the Subordinate Class Representative) without regard to any prior waiver by the predecessor Majority Subordinate Certificateholder. The successor Majority Subordinate Certificateholder shall also have the right as provided in this Section 3.23(i) to irrevocably waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement. No successor Majority Subordinate Certificateholder described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan prior to the Class E Transfer and had not also become a Corrected Mortgage Loan prior to such Class E Transfer until such time as such Mortgage Loan becomes a Corrected Mortgage Loan. (j) The Subordinate Class Representative may not be a Borrower or an Affiliate of a Borrower.

Subordinate Class Representative. (a) The Majority Subordinate Certificateholder shall have a continuing right, subject to and in accordance with this Section 3.23, to appoint a representative (the “Subordinate Class Representative”) having the rights and powers specified in this Agreement (including those specified in Section 3.24)¸ and/or remove or replace any existing Subordinate Class Representative, by delivering notice to the Certificate Administrator, the Trustee, the Special ServicersServicer, the Master Servicers Servicer and, in the case of a removal or replacement of a Subordinate Class Representative, the then existing Subordinate Class Representative; provided provided, however, that Seer Capital Partners Master Fund L.P. Rialto Real Estate Fund, LP shall be the initial Subordinate Class Representative. Such continuing right of the Majority Subordinate Certificateholder shall be exercisable in its sole discretion and at any time and from time to time, subject to subsection (b) below. If at any time the Majority Subordinate Certificateholder has not appointed a Subordinate Class Representative pursuant to this Section 3.23 or a Subordinate Class Representative has resigned or has been removed without the Majority Subordinate Certificateholder having appointed a successor Subordinate Class Representative, then the Majority Subordinate Certificateholder shall be deemed to be the Subordinate Class Representative; provided that this provision shall not apply in the event the Majority Subordinate Certificateholder has expressly waived its right to act as or appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder. (b) No appointment of any Person as a Subordinate Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential information confidential in accordance with the provisions set forth in Exhibit K-3, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). (c) Within ten (10) Business Days of any appointment or replacement of a Subordinate Class Representative (other than the initial Subordinate Class Representative), the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers, Servicer and the Special Servicers and the Trust Advisor Servicer notice of the identity of such Subordinate Class Representative, including the name and address furnished to the Certificate Administrator under subsection (a) above). The Certificate Administrator shall also deliver such information to each the Master Servicer or each the Special Servicer promptly upon request therefor by such the Master Servicer or such the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it under subsection (a) above), and the Master Servicers Servicer and the Special Servicers Servicer shall all each be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that the Master Servicers Servicer or the Special ServicersServicer, as the case may be, may have to deliver information or otherwise communicate with the Subordinate Class Representative. In addition to the foregoing, within two (2) Business Days of its receipt of notice of the resignation or removal of a Subordinate Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (d) A Subordinate Class Representative may at any time resign as such by giving written notice to the Majority Subordinate Certificateholder, which shall thereupon give written notice to the Certificate Administrator, the Trustee, the Special Servicers Servicer and the Master ServicersServicer. The effectiveness of such resignation shall not be conditioned upon or subject to the prior appointment or approval of a successor to the resigning Subordinate Class Representative. In no event shall the failure of the Subordinate Class Representative or the Majority Subordinate Certificateholder to provide such notice prejudice or call into question the effectiveness of such resignation. The preceding statement shall not be construed to limit the effect of subsection (e) below). (e) Once a Subordinate Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement shall be entitled to rely on such selection unless the Majority Subordinate Certificateholder or such Subordinate Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement, in writing, of the resignation or removal of such Subordinate Class Representative. (f) Any and all expenses of the Subordinate Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Subordinate Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Subordinate Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Subordinate Class Representative shall immediately notify the Certificate Administrator, the Trustee, the Master Servicers Servicer and the Special ServicersServicer, whereupon (if a the Special Servicer, a the Master Servicer, the Certificate Administrator, the Trustee or the Trust are also named parties to the same action and, in the sole judgment of the NCB Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, (i) the Subordinate Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for either the Special Servicer, either the Master Servicer, the Certificate Administrator, the Trustee or the Trust to be an adverse party in such action as regards the Subordinate Class Representative) , the NCB Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, Servicer on behalf of the Trust shall, subject to Section 6.03 and the consent of the Subordinate Class Representative, assume, at the expense of the Trust Fund, the defense of any such claim against the Subordinate Class Representative; provided provided, however, that no judgment against the Subordinate Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of any Subordinate Class Representative. (g) The Subordinate Class Representative may receive amounts payable to the applicable Special Servicer as special servicing compensation as described in and to the extent as such the Special Servicer and the Subordinate Class Representative may agree. (h) In addition, upon request of a the Master Servicer, a the Special Servicer or Trust Advisor, as applicable, the Certificate Administrator shall reasonably promptly provide the name of the then-current Majority Subordinate Certificateholder and, if requested, a list of the Certificateholders (or a securities position listing from the Depository) of the Majority Subordinate Certificateholder to such requesting party (at the expense of the Trust Fund). (i) Notwithstanding anything to the contrary contained herein, during such time as the Class F Certificates are the Subordinate Class, the Majority Subordinate Certificateholder may waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement by irrevocable written notice delivered to the Depositor, Certificate Administrator, Trustee, each Master Servicer, each Special Servicer and Trust Advisor (any such Holder or group of affiliated Holders that makes such an election, the “Opting-Out Party”). Any such waiver shall remain effective with respect to such Holder and such Class until such time as the Opting-Out Party has sold or transferred a majority of sells its interest in the Class F Certificates to an unaffiliated third party (such sale or transfersale, a “Class F Transfer”). Following any such Transfer the successor Majority Subordinate Certificateholder shall again have the rights of the Majority Subordinate Certificateholder as set forth herein (including the rights to appoint a Subordinate Class Representative or cause the exercise of the rights of the Subordinate Class Representative) without regard to any prior waiver by the predecessor Majority Subordinate Certificateholder. The successor Majority Subordinate Certificateholder shall also have the right as provided in this Section 3.23(i) to irrevocably waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement. No successor Majority Subordinate Certificateholder described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan prior to the Transfer and had not also become a Corrected Mortgage Loan prior to such Transfer until such time as such Mortgage Loan becomes a Corrected Mortgage Loan. (j) The Subordinate Class Representative may not be a Borrower or an Affiliate of a Borrower.

Subordinate Class Representative. (a) The Majority Subordinate Certificateholder shall have a continuing right, subject to and in accordance with this Section 3.236.09, to appoint a representative (the “Subordinate Class Representative”) having the rights and powers specified in this Agreement (including those specified in Section 3.24)¸ 6.10)¸ and/or remove or replace any existing Subordinate Class Representative, by delivering notice to the Certificate Administrator, the Trustee, the Special ServicersServicer, the Master Servicers Servicer and, in the case of a removal or replacement of a Subordinate Class Representative, the then existing Subordinate Class Representative; provided provided, however, that Seer Capital Partners Master Fund L.P. [________] shall be the initial Subordinate Class Representative. Such continuing right of the Majority Subordinate Certificateholder shall be exercisable in its sole discretion and at any time and from time to time, subject to subsection (b) below. If at any time the Majority Subordinate Certificateholder has not appointed a Subordinate Class Representative pursuant to this Section 3.23 or a Subordinate Class Representative has resigned or has been removed without the Majority Subordinate Certificateholder having appointed a successor Subordinate Class Representative, then the Majority Subordinate Certificateholder shall be deemed to be the Subordinate Class Representative; provided that this provision shall not apply in the event the Majority Subordinate Certificateholder has expressly waived its right to act as or appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder. (b) No appointment of any Person as a Subordinate Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential information confidential in accordance with the provisions set forth in Exhibit K-3, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). (c) Within ten (10) Business Days of any appointment or replacement of a Subordinate Class Representative (other than the initial Subordinate Class Representative), the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers, Servicer and the Special Servicers and the Trust Advisor Servicer notice of the identity of such Subordinate Class Representative, including the name and address furnished to the Certificate Administrator under subsection (a) above). The Certificate Administrator shall also deliver such information to each the Master Servicer or each the Special Servicer promptly upon request therefor by such the Master Servicer or such the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it under subsection (a) above), and the Master Servicers Servicer and the Special Servicers Servicer shall all each be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that the Master Servicers Servicer or the Special ServicersServicer, as the case may be, may have to deliver information or otherwise communicate with the Subordinate Class Representative. In addition to the foregoing, within two (2) Business Days of its receipt of notice of the resignation or removal of a Subordinate Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (d) A Subordinate Class Representative may at any time resign as such by giving written notice to the Majority Subordinate Certificateholder, which shall thereupon give written notice to the Certificate Administrator, the Trustee, the Special Servicers Servicer and the Master ServicersServicer. The effectiveness of such resignation shall not be conditioned upon or subject to the prior appointment or approval of a successor to the resigning Subordinate Class Representative. In no event shall the failure of the Subordinate Class Representative or the Majority Subordinate Certificateholder to provide such notice prejudice or call into question the effectiveness of such resignation. The preceding statement shall not be construed to limit the effect of subsection (e) below). (e) Once a Subordinate Class Representative has been selected pursuant to this Section 3.236.09, each of the parties to this Agreement shall be entitled to rely on such selection unless the Majority Subordinate Certificateholder or such Subordinate Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement, in writing, of the resignation or removal of such Subordinate Class Representative. (f) Any and all expenses of the Subordinate Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Subordinate Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Subordinate Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Subordinate Class Representative shall immediately notify the Certificate Administrator, the Trustee, the Master Servicers Servicer and the Special ServicersServicer, whereupon (if a the Special Servicer, a the Master Servicer, the Certificate Administrator, the Trustee or the Trust are also named parties to the same action and, in the sole judgment of the NCB Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, (i) the Subordinate Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for either the Special Servicer, either the Master Servicer, the Certificate Administrator, the Trustee or the Trust to be an adverse party in such action as regards the Subordinate Class Representative) , the NCB Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, Servicer on behalf of the Trust shall, subject to Section 6.03 and the consent of the Subordinate Class Representative, assume, at the expense of the Trust Fund, the defense of any such claim against the Subordinate Class Representative; provided provided, however, that no judgment against the Subordinate Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of any Subordinate Class Representative. (g) The Subordinate Class Representative may receive amounts payable to the applicable Special Servicer as special servicing compensation as described in and to the extent as such the Special Servicer and the Subordinate Class Representative may agree. (h) In addition, upon request of a the Master Servicer, a the Special Servicer or Trust Advisor, as applicable, the Certificate Administrator shall reasonably promptly provide the name of the then-current Majority Subordinate Certificateholder and, if requested, a list of the Certificateholders (or a securities position listing from the Depository) of the Majority Subordinate Certificateholder to such requesting party (at the expense of the Trust Fund). (i) . Notwithstanding anything to the contrary contained herein, during such time as the Class F Certificates are the Subordinate Class, the Majority Subordinate Certificateholder may waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement by irrevocable written notice delivered to the Depositor, Certificate Administrator, Trustee, each Master Servicer, each Special Servicer and Trust Advisor (any such Holder or group of affiliated Holders that makes such an election, the “Opting-Out Party”). Any such waiver shall remain effective with respect to such Holder and such Class until such time as the Opting-Out Party has sold or transferred a majority of sells its interest in the Class F Certificates to an unaffiliated third party (such sale or transfersale, a “Class F Transfer”). Following any such Transfer the successor Majority Subordinate Certificateholder shall again have the rights of the Majority Subordinate Certificateholder as set forth herein (including the rights to appoint a Subordinate Class Representative or cause the exercise of the rights of the Subordinate Class Representative) without regard to any prior waiver by the predecessor Majority Subordinate Certificateholder. The successor Majority Subordinate Certificateholder shall also have the right as provided in this Section 3.23(i) 6.09 to irrevocably waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement. No successor Majority Subordinate Certificateholder described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan prior to the Transfer and had not also become a Corrected Mortgage Loan prior to such Transfer until such time as such Mortgage Loan becomes a Corrected Mortgage Loan. (j) The Subordinate Class Representative may not be a Borrower or an Affiliate of a Borrower.

Subordinate Class Representative. (a) The Majority Subordinate Certificateholder shall have a continuing right, subject to and in accordance with this Section 3.23, to appoint a representative (the “Subordinate Class Representative”) having the rights and powers specified in this Agreement (including those specified in Section 3.24)¸ and/or remove or replace any existing Subordinate Class Representative, by delivering notice to the Certificate Administrator, the Trustee, the Special ServicersServicer, the Master Servicers Servicer and, in the case of a removal or replacement of a Subordinate Class Representative, the then existing Subordinate Class Representative; provided provided, however, that Seer Capital Partners Master Fund L.P. RREF CMBS AIV II, LP shall be the initial Subordinate Class Representative. Such continuing right of the Majority Subordinate Certificateholder shall be exercisable in its sole discretion and at any time and from time to time, subject to subsection (b) below. If at any time the Majority Subordinate Certificateholder has not appointed a Subordinate Class Representative pursuant to this Section 3.23 or a Subordinate Class Representative has resigned or has been removed without the Majority Subordinate Certificateholder having appointed a successor Subordinate Class Representative, then the Majority Subordinate Certificateholder shall be deemed to be the Subordinate Class Representative; provided that this provision shall not apply in the event the Majority Subordinate Certificateholder has expressly waived its right to act as or appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder. (b) No appointment of any Person as a Subordinate Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential information confidential in accordance with the provisions set forth in Exhibit K-3, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). (c) Within ten (10) Business Days of any appointment or replacement of a Subordinate Class Representative (other than the initial Subordinate Class Representative), the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers, Servicer and the Special Servicers and the Trust Advisor Servicer notice of the identity of such Subordinate Class Representative, including the name and address furnished to the Certificate Administrator under subsection (a) above). The Certificate Administrator shall also deliver such information to each the Master Servicer or each the Special Servicer promptly upon request therefor by such the Master Servicer or such the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it under subsection (a) above), and the Master Servicers Servicer and the Special Servicers Servicer shall all each be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that the Master Servicers Servicer or the Special ServicersServicer, as the case may be, may have to deliver information or otherwise communicate with the Subordinate Class Representative. In addition to the foregoing, within two (2) Business Days of its receipt of notice of the resignation or removal of a Subordinate Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (d) A Subordinate Class Representative may at any time resign as such by giving written notice to the Majority Subordinate Certificateholder, which shall thereupon give written notice to the Certificate Administrator, the Trustee, the Special Servicers Servicer and the Master ServicersServicer. The effectiveness of such resignation shall not be conditioned upon or subject to the prior appointment or approval of a successor to the resigning Subordinate Class Representative. In no event shall the failure of the Subordinate Class Representative or the Majority Subordinate Certificateholder to provide such notice prejudice or call into question the effectiveness of such resignation. The preceding statement shall not be construed to limit the effect of subsection (e) below). (e) Once a Subordinate Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement shall be entitled to rely on such selection unless the Majority Subordinate Certificateholder or such Subordinate Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement, in writing, of the resignation or removal of such Subordinate Class Representative. (f) Any and all expenses of the Subordinate Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Subordinate Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Subordinate Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Subordinate Class Representative shall immediately notify the Certificate Administrator, the Trustee, the Master Servicers Servicer and the Special ServicersServicer, whereupon (if a the Special Servicer, a the Master Servicer, the Certificate Administrator, the Trustee or the Trust are also named parties to the same action and, in the sole judgment of the NCB Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, (i) the Subordinate Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for either the Special Servicer, either the Master Servicer, the Certificate Administrator, the Trustee or the Trust to be an adverse party in such action as regards the Subordinate Class Representative) , the NCB Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, Servicer on behalf of the Trust shall, subject to Section 6.03 and the consent of the Subordinate Class Representative, assume, at the expense of the Trust Fund, the defense of any such claim against the Subordinate Class Representative; provided provided, however, that no judgment against the Subordinate Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of any Subordinate Class Representative. (g) The Subordinate Class Representative may receive amounts payable to the applicable Special Servicer as special servicing compensation as described in and to the extent as such the Special Servicer and the Subordinate Class Representative may agree. (h) In addition, upon request of a the Master Servicer, a the Special Servicer or Trust Advisor, as applicable, the Certificate Administrator shall reasonably promptly provide the name of the then-current Majority Subordinate Certificateholder and, if requested, a list of the Certificateholders (or a securities position listing from the Depository) of the Majority Subordinate Certificateholder to such requesting party (at the expense of the Trust Fund). (i) Notwithstanding anything to the contrary contained herein, during such time as the Class F E Certificates are the Subordinate Class, the Majority Subordinate Certificateholder may waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement by irrevocable written notice delivered to the Depositor, Certificate Administrator, Trustee, each Master Servicer, each Special Servicer and Trust Advisor (any such Holder or group of affiliated Holders that makes such an election, the “Opting-Out Party”). Any such waiver shall remain effective with respect to such Holder and such Class until such time as the Opting-Out Party has sold or transferred a majority of sells its interest in the Class F E Certificates to an unaffiliated third party (such sale or transfersale, a “Class F Transfer”). Following any such Transfer the successor Majority Subordinate Certificateholder shall again have the rights of the Majority Subordinate Certificateholder as set forth herein (including the rights to appoint a Subordinate Class Representative or cause the exercise of the rights of the Subordinate Class Representative) without regard to any prior waiver by the predecessor Majority Subordinate Certificateholder. The successor Majority Subordinate Certificateholder shall also have the right as provided in this Section 3.23(i) to irrevocably waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement. No successor Majority Subordinate Certificateholder described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan prior to the Transfer and had not also become a Corrected Mortgage Loan prior to such Transfer until such time as such Mortgage Loan becomes a Corrected Mortgage Loan. (j) The Subordinate Class Representative may not be a Borrower or an Affiliate of a Borrower.

Subordinate Class Representative. (a) The Majority Subordinate Certificateholder shall have a continuing right, subject to and in accordance with this Section 3.23, to appoint a representative (the “Subordinate Class Representative”) having the rights and powers specified in this Agreement (including those specified in Section 3.24)¸ and/or remove or replace any existing Subordinate Class Representative, by delivering notice to the Certificate Administrator, the Trustee, the Special Servicers, the Master Servicers and, in the case of a removal or replacement of a Subordinate Class Representative, the then existing Subordinate Class Representative; provided provided, that Seer Capital Partners Master Fund L.P. LNR Securities Holdings, Inc. shall be the initial Subordinate Class RepresentativeRepresentative (other than with respect to the 000 Xxxxx Xxxxxxx Xxxxxx Mortgage Loan). Such continuing right of the Majority Subordinate Certificateholder shall be exercisable in its sole discretion and at any time and from time to time, subject to subsection (b) below. If at any time the Majority Subordinate Certificateholder has not appointed a Subordinate Class Representative pursuant to this Section 3.23 or a Subordinate Class Representative has resigned or has been removed without the Majority Subordinate Certificateholder having appointed a successor Subordinate Class Representative, then the Majority Subordinate Certificateholder shall be deemed to be the Subordinate Class Representative; provided that this provision shall not apply in the event the Majority Subordinate Certificateholder has expressly waived its right to act as or appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder. (b) No appointment of any Person as a Subordinate Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential information confidential in accordance with the provisions set forth in Exhibit K-3, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). (c) Within ten (10) Business Days of any appointment or replacement of a Subordinate Class Representative (other than the initial Subordinate Class Representative), the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers, the Special Servicers and the Trust Advisor notice of the identity of such Subordinate Class Representative, including the name and address furnished to the Certificate Administrator under subsection (a) above). The Certificate Administrator shall also deliver such information to each Master Servicer or each Special Servicer promptly upon request therefor by such Master Servicer or such Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it under subsection (a) above), and the Master Servicers and the Special Servicers shall all be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that the Master Servicers or the Special Servicers, as the case may be, may have to deliver information or otherwise communicate with the Subordinate Class Representative. In addition to the foregoing, within two (2) Business Days of its receipt of notice of the resignation or removal of a Subordinate Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (d) A Subordinate Class Representative may at any time resign as such by giving written notice to the Majority Subordinate Certificateholder, which shall thereupon give written notice to the Certificate Administrator, the Trustee, the Special Servicers and the Master Servicers. The effectiveness of such resignation shall not be conditioned upon or subject to the prior appointment or approval of a successor to the resigning Subordinate Class Representative. In no event shall the failure of the Subordinate Class Representative or the Majority Subordinate Certificateholder to provide such notice prejudice or call into question the effectiveness of such resignation. The preceding statement shall not be construed to limit the effect of subsection (e) below). (e) Once a Subordinate Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement shall be entitled to rely on such selection unless the Majority Subordinate Certificateholder or such Subordinate Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement, in writing, of the resignation or removal of such Subordinate Class Representative. (f) Any and all expenses of the Subordinate Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Subordinate Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Subordinate Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Subordinate Class Representative shall immediately notify the Certificate Administrator, the Trustee, the Master Servicers and the Special Servicers, whereupon (if a Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee or the Trust are also named parties to the same action and, in the sole judgment of the NCB Co-op Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, (i) the Subordinate Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for either Special Servicer, either Master Servicer, the Certificate Administrator, the Trustee or the Trust to be an adverse party in such action as regards the Subordinate Class Representative) the NCB Co-op Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, on behalf of the Trust shall, subject to Section 6.03 and the consent of the Subordinate Class Representative, assume, at the expense of the Trust Fund, the defense of any such claim against the Subordinate Class Representative; provided provided, that no judgment against the Subordinate Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of any Subordinate Class Representative. (g) The Subordinate Class Representative may receive amounts payable to the applicable Special Servicer as special servicing compensation as described in and to the extent as such Special Servicer and the Subordinate Class Representative may agree. (h) In addition, upon request of a Master Servicer, a Special Servicer or Trust Advisor, as applicable, the Certificate Administrator shall reasonably promptly provide the name of the then-current Majority Subordinate Certificateholder and, if requested, a list of the Certificateholders (or a securities position listing from the Depository) of the Majority Subordinate Certificateholder to such requesting party (at the expense of the Trust Fund). (i) Notwithstanding anything to the contrary contained herein, during such time as the Class F E Certificates are the Subordinate Class, the Majority Subordinate Certificateholder may waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement by irrevocable written notice delivered to the Depositor, Certificate Administrator, Trustee, each Master Servicer, each Special Servicer and Trust Advisor (any such Holder or group of affiliated Holders that makes such an election, the “Opting-Out Party”). Any such waiver shall remain effective with respect to such Holder and such Class until such time as the Opting-Out Party has sold (i) sells or transferred transfers a majority of the Class F E Certificates (by Certificate Principal Balance) to an unaffiliated third party and (ii) certifies to the Depositor, Certificate Administrator, Trustee, Master Servicer, Special Servicer and Trust Advisor that (a) the Opting-Out Party retains no direct or indirect voting rights with respect to the Class E Certificates that it does not own, (b) there is no voting agreement between the Opting-Out Party and the transferee and (c) the Opting-Out Party retains no direct or indirect economic interest in the Class E Certificates (such sale or transfer, a “Class F Transfer”). Following any such Transfer the successor Majority Subordinate Certificateholder shall again have the rights of the Majority Subordinate Certificateholder as set forth herein (including the rights to appoint a Subordinate Class Representative or cause the exercise of the rights of the Subordinate Class Representative) without regard to any prior waiver by the predecessor Majority Subordinate Certificateholder. The successor Majority Subordinate Certificateholder shall also have the right as provided in this Section 3.23(i) to irrevocably waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement. No successor Majority Subordinate Certificateholder described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan prior to the Transfer and had not also become a Corrected Mortgage Loan prior to such Transfer until such time as such Mortgage Loan becomes a Corrected Mortgage Loan. (j) The Subordinate Class Representative may not be a Borrower or an Affiliate of a Borrower.

Subordinate Class Representative. (a) The Majority Subordinate Certificateholder shall have a continuing right, subject to and in accordance with this Section 3.23, to appoint a representative (the “Subordinate Class Representative”) having the rights and powers specified in this Agreement (including those specified in Section 3.24)¸ 3.24), and/or remove or replace any existing Subordinate Class Representative, by delivering notice to the Certificate Administrator, the Trustee, the Special ServicersServicer, the Master Servicers Servicer and, in the case of a removal or replacement of a Subordinate Class Representative, the then existing Subordinate Class Representative; provided that Seer Capital Partners Master Fund L.P. LNR Securities Holdings, LLC shall be the initial Subordinate Class Representative. Such continuing right of the Majority Subordinate Certificateholder shall be exercisable in its sole discretion and at any time and from time to time, subject to subsection (b) below. If at any time the Majority Subordinate Certificateholder has not appointed a Subordinate Class Representative pursuant to this Section 3.23 or a Subordinate Class Representative has resigned or has been removed without the Majority Subordinate Certificateholder having appointed a successor Subordinate Class Representative, then the Majority Subordinate Certificateholder shall be deemed to be the Subordinate Class Representative; provided that this provision shall not apply in the event the Majority Subordinate Certificateholder has expressly waived its right to act as or appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder. (b) No appointment of any Person as a Subordinate Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential information confidential in accordance with the provisions set forth in Exhibit K-3, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). (c) Within ten (10) Business Days of any appointment or replacement of a Subordinate Class Representative (other than the initial Subordinate Class Representative), the Certificate Administrator shall deliver to each of the Trustee, the Master ServicersServicer, the Special Servicers Servicer and the Trust Advisor notice of the identity of such Subordinate Class Representative, including the name and address furnished to the Certificate Administrator under subsection (a) above). The Certificate Administrator shall also deliver such information to each the Master Servicer or each the Special Servicer promptly upon request therefor by such the Master Servicer or such the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it under subsection (a) above), and the Master Servicers Servicer and the Special Servicers Servicer shall all be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that the Master Servicers Servicer or the Special ServicersServicer, as the case may be, may have to deliver information or otherwise communicate with the Subordinate Class Representative. In addition to the foregoing, within two (2) Business Days of its receipt of notice of the resignation or removal of a Subordinate Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (d) A Subordinate Class Representative may at any time resign as such by giving written notice to the Majority Subordinate Certificateholder, which shall thereupon give written notice to the Certificate Administrator, the Trustee, the Special Servicers Servicer and the Master ServicersServicer. The effectiveness of such resignation shall not be conditioned upon or subject to the prior appointment or approval of a successor to the resigning Subordinate Class Representative. In no event shall the failure of the Subordinate Class Representative or the Majority Subordinate Certificateholder to provide such notice prejudice or call into question the effectiveness of such resignation. The preceding statement shall not be construed to limit the effect of subsection (e) below. (e) Once a Subordinate Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement shall be entitled to rely on such selection unless the Majority Subordinate Certificateholder or such Subordinate Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement, in writing, of the resignation or removal of such Subordinate Class Representative. (f) Any and all expenses of the Subordinate Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Subordinate Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Subordinate Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Subordinate Class Representative shall immediately notify the Certificate Administrator, the Trustee, the Master Servicers Servicer and the Special ServicersServicer, whereupon (if a the Special Servicer, a the Master Servicer, the Certificate Administrator, the Trustee or the Trust are also named parties to the same action and, in the sole judgment of the NCB Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loanaction, or the General Special Servicer, in the case of all other claims, (i) the Subordinate Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for either the Special Servicer, either the Master Servicer, the Certificate Administrator, the Trustee or the Trust to be an adverse party in such action as regards the Subordinate Class Representative) the NCB Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, on behalf of the Trust shall, subject to Section 6.03 and the consent of the Subordinate Class Representative, assume, at the expense of the Trust Fund, the defense of any such claim against the Subordinate Class Representative; provided that no judgment against the Subordinate Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of any Subordinate Class Representative. (g) The Subordinate Class Representative may receive amounts payable to the applicable Special Servicer as special servicing compensation as described in and to the extent as such the Special Servicer and the Subordinate Class Representative may agree. (h) In addition, upon request of a the Master Servicer, a the Special Servicer or Trust Advisor, as applicable, the Certificate Administrator shall reasonably promptly provide the name of the then-current Majority Subordinate Certificateholder and, if requested, a list of the Certificateholders (or a securities position listing from the Depository) of the Majority Subordinate Certificateholder to such requesting party (at the expense of the Trust Fund). (i) Notwithstanding anything to the contrary contained herein, during such time as the Class F E Certificates are the Subordinate Class, the Majority Subordinate Certificateholder may waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement by irrevocable written notice delivered to the Depositor, Certificate Administrator, Trustee, each the Master Servicer, each the Special Servicer and Trust Advisor (any such Holder or group of affiliated Holders that makes such an election, the “Opting-Out Party”). Any such waiver shall remain effective with respect to such Holder indefinitely and such shall be binding upon any subsequent transferee of any Class until such time as the Opting-Out Party has sold or transferred a majority of the Class F Certificates to an unaffiliated third party (such sale or transfer, a “Class F Transfer”). Following any such Transfer the successor Majority Subordinate Certificateholder shall again have the rights of the Majority Subordinate Certificateholder as set forth herein (including the rights to appoint a Subordinate Class Representative or cause the exercise of the rights of the Subordinate Class Representative) without regard to any prior waiver by the predecessor Majority Subordinate Certificateholder. The successor Majority Subordinate Certificateholder shall also have the right as provided in this Section 3.23(i) to irrevocably waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement. No successor Majority Subordinate Certificateholder described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan prior to the Transfer and had not also become a Corrected Mortgage Loan prior to such Transfer until such time as such Mortgage Loan becomes a Corrected Mortgage LoanE Certificate. (j) The Subordinate Class Representative may not be a Borrower or an Affiliate of a Borrower.

Subordinate Class Representative. (a) The Majority Subordinate Certificateholder shall have a continuing right, subject to and in accordance with this Section 3.23, to appoint a representative (the “Subordinate Class Representative”) having the rights and powers specified in this Agreement (including those specified in Section 3.24)¸ and/or remove or replace any existing Subordinate Class Representative, by delivering notice to the Certificate Administrator, the Trustee, the Special ServicersServicer, the Master Servicers Servicer and, in the case of a removal or replacement of a Subordinate Class Representative, the then existing Subordinate Class Representative; provided provided, however, that Seer Capital Partners Master Fund L.P. [___________] shall be the initial Subordinate Class Representative. Such continuing right of the Majority Subordinate Certificateholder shall be exercisable in its sole discretion and at any time and from time to time, subject to subsection (b) below. If at any time the Majority Subordinate Certificateholder has not appointed a Subordinate Class Representative pursuant to this Section 3.23 or a Subordinate Class Representative has resigned or has been removed without the Majority Subordinate Certificateholder having appointed a successor Subordinate Class Representative, then the Majority Subordinate Certificateholder shall be deemed to be the Subordinate Class Representative; provided that this provision shall not apply in the event the Majority Subordinate Certificateholder has expressly waived its right to act as or appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder. (b) No appointment of any Person as a Subordinate Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential information confidential in accordance with the provisions set forth in Exhibit K-3, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). (c) Within ten (10) Business Days of any appointment or replacement of a Subordinate Class Representative (other than the initial Subordinate Class Representative), the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers, Servicer and the Special Servicers and the Trust Advisor Servicer notice of the identity of such Subordinate Class Representative, including the name and address furnished to the Certificate Administrator under subsection (a) above). The Certificate Administrator shall also deliver such information to each the Master Servicer or each the Special Servicer promptly upon request therefor by such the Master Servicer or such the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it under subsection (a) above), and the Master Servicers Servicer and the Special Servicers Servicer shall all each be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that the Master Servicers Servicer or the Special ServicersServicer, as the case may be, may have to deliver information or otherwise communicate with the Subordinate Class Representative. In addition to the foregoing, within two (2) Business Days of its receipt of notice of the resignation or removal of a Subordinate Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (d) A Subordinate Class Representative may at any time resign as such by giving written notice to the Majority Subordinate Certificateholder, which shall thereupon give written notice to the Certificate Administrator, the Trustee, the Special Servicers Servicer and the Master ServicersServicer. The effectiveness of such resignation shall not be conditioned upon or subject to the prior appointment or approval of a successor to the resigning Subordinate Class Representative. In no event shall the failure of the Subordinate Class Representative or the Majority Subordinate Certificateholder to provide such notice prejudice or call into question the effectiveness of such resignation. The preceding statement shall not be construed to limit the effect of subsection (e) below. ). (e) Once a Subordinate Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement shall be entitled to rely on such selection unless the Majority Subordinate Certificateholder or such Subordinate Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement, in writing, of the resignation or removal of such Subordinate Class Representative. (f) Any and all expenses of the Subordinate Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Subordinate Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Subordinate Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Subordinate Class Representative shall immediately notify the Certificate Administrator, the Trustee, the Master Servicers and the Special Servicers, whereupon (if a Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee or the Trust are also named parties to the same action and, in the sole judgment of the NCB Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, (i) the Subordinate Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for either Special Servicer, either Master Servicer, the Certificate Administrator, the Trustee or the Trust to be an adverse party in such action as regards the Subordinate Class Representative) the NCB Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, on behalf of the Trust shall, subject to Section 6.03 and the consent of the Subordinate Class Representative, assume, at the expense of the Trust Fund, the defense of any such claim against the Subordinate Class Representative; provided that no judgment against the Subordinate Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of any Subordinate Class Representative. (g) The Subordinate Class Representative may receive amounts payable to the applicable Special Servicer as special servicing compensation as described in and to the extent as such Special Servicer and the Subordinate Class Representative may agree. (h) In addition, upon request of a Master Servicer, a Special Servicer or Trust Advisor, as applicable, the Certificate Administrator shall reasonably promptly provide the name of the then-current Majority Subordinate Certificateholder and, if requested, a list of the Certificateholders (or a securities position listing from the Depository) of the Majority Subordinate Certificateholder to such requesting party (at the expense of the Trust Fund). (i) Notwithstanding anything to the contrary contained herein, during such time as the Class F Certificates are the Subordinate Class, the Majority Subordinate Certificateholder may waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement by irrevocable written notice delivered to the Depositor, Certificate Administrator, Trustee, each Master Servicer, each Special Servicer and Trust Advisor (any such Holder or group of affiliated Holders that makes such an election, the “Opting-Out Party”). Any such waiver shall remain effective with respect to such Holder and such Class until such time as the Opting-Out Party has sold or transferred a majority of the Class F Certificates to an unaffiliated third party (such sale or transfer, a “Class F Transfer”). Following any such Transfer the successor Majority Subordinate Certificateholder shall again have the rights of the Majority Subordinate Certificateholder as set forth herein (including the rights to appoint a Subordinate Class Representative or cause the exercise of the rights of the Subordinate Class Representative) without regard to any prior waiver by the predecessor Majority Subordinate Certificateholder. The successor Majority Subordinate Certificateholder shall also have the right as provided in this Section 3.23(i) to irrevocably waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement. No successor Majority Subordinate Certificateholder described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan prior to the Transfer and had not also become a Corrected Mortgage Loan prior to such Transfer until such time as such Mortgage Loan becomes a Corrected Mortgage Loan. (j) The Subordinate Class Representative may not be a Borrower or an Affiliate of a Borrower.

Subordinate Class Representative. (a) The Majority Subordinate Certificateholder shall have a continuing right, subject to and in accordance with this Section 3.23, to appoint a representative (the “Subordinate Class Representative”) having the rights and powers specified in this Agreement (including those specified in Section 3.24)¸ and/or remove or replace any existing Subordinate Class Representative, by delivering notice to the Certificate Administrator, the Trustee, the Special Servicers, the Master Servicers and, in the case of a removal or replacement of a Subordinate Class Representative, the then existing Subordinate Class Representative; provided provided, that Seer Capital Partners Master Fund L.P. C15 B-Holder 13, LLC shall be the initial Subordinate Class Representative. Such continuing right of the Majority Subordinate Certificateholder shall be exercisable in its sole discretion and at any time and from time to time, subject to subsection (b) below. If at any time the Majority Subordinate Certificateholder has not appointed a Subordinate Class Representative pursuant to this Section 3.23 or a Subordinate Class Representative has resigned or has been removed without the Majority Subordinate Certificateholder having appointed a successor Subordinate Class Representative3.23, then the Majority Subordinate Certificateholder shall be deemed to be the Subordinate Class Representative; provided that this provision shall not apply in the event the Majority Subordinate Certificateholder has expressly waived its right to act as or appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder. (b) No appointment of any Person as a Subordinate Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential information confidential in accordance with the provisions set forth in Exhibit K-3, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). (c) Within ten (10) Business Days of any appointment or replacement of a Subordinate Class Representative (other than the initial Subordinate Class Representative), the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers, the Special Servicers and the Trust Advisor notice of the identity of such Subordinate Class Representative, including the name and address furnished to the Certificate Administrator under subsection (a) above). The Certificate Administrator shall also deliver such information to each Master Servicer or each Special Servicer promptly upon request therefor by such Master Servicer or such Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it under subsection (a) above), and the Master Servicers and the Special Servicers shall all be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that the Master Servicers or the Special Servicers, as the case may be, may have to deliver information or otherwise communicate with the Subordinate Class Representative. In addition to the foregoing, within two (2) Business Days of its receipt of notice of the resignation or removal of a Subordinate Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (d) A Subordinate Class Representative may at any time resign as such by giving written notice to the Majority Subordinate Certificateholder, which shall thereupon give written notice to the Certificate Administrator, the Trustee, the Special Servicers and the Master Servicers. The effectiveness of such resignation shall not be conditioned upon or subject to the prior appointment or approval of a successor to the resigning Subordinate Class Representative. In no event shall the failure of the Subordinate Class Representative or the Majority Subordinate Certificateholder to provide such notice prejudice or call into question the effectiveness of such resignation. The preceding statement shall not be construed to limit the effect of subsection (e) below). (e) Once a Subordinate Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement shall be entitled to rely on such selection unless the Majority Subordinate Certificateholder or such Subordinate Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement, in writing, of the resignation or removal of such Subordinate Class Representative. (f) Any and all expenses of the Subordinate Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Subordinate Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Subordinate Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Subordinate Class Representative shall immediately notify the Certificate Administrator, the Trustee, the Master Servicers and the Special Servicers, whereupon (if a Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee or the Trust are also named parties to the same action and, in the sole judgment of the NCB Co-op Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, (i) the Subordinate Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for either Special Servicer, either Master Servicer, the Certificate Administrator, the Trustee or the Trust to be an adverse party in such action as regards the Subordinate Class Representative) the NCB Co-op Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, on behalf of the Trust shall, subject to Section 6.03 and the consent of the Subordinate Class Representative, assume, at the expense of the Trust Fund, the defense of any such claim against the Subordinate Class Representative; provided provided, that no judgment against the Subordinate Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of any Subordinate Class Representative. (g) The Subordinate Class Representative may receive amounts payable to the applicable Special Servicer as special servicing compensation as described in and to the extent as such Special Servicer and the Subordinate Class Representative may agree. (h) In addition, upon request of a Master Servicer, a Special Servicer or Trust Advisor, as applicable, the Certificate Administrator shall reasonably promptly provide the name of the then-current Majority Subordinate Certificateholder and, if requested, a list of the Certificateholders (or a securities position listing from the Depository) of the Majority Subordinate Certificateholder to such requesting party (at the expense of the Trust Fund). (i) Notwithstanding anything to the contrary contained herein, during such time as the Class F E Certificates are the Subordinate Class, the Majority Subordinate Certificateholder may waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement by irrevocable written notice delivered to the Depositor, Certificate Administrator, Trustee, each Master Servicer, each Special Servicer and Trust Advisor (any such Holder or group of affiliated Holders that makes such an election, the “Opting-Out Party”). Any such waiver shall remain effective with respect until (i) fifteen (15) calendar days following delivery of notice by the Opting-Out Party to the Depositor, Certificate Administrator, Trustee, each Master Servicer, each Special Servicer and Trust Advisor of such Holder and Opting-Out Party’s desire to revoke such Class until waiver, or (ii) such time as the Opting-Out Party has sold sells or transferred transfers a majority of the Class F E Certificates (by Certificate Principal Balance) to an unaffiliated third party (such sale or transfer, a “Class F Transfer”). Following any such Transfer the successor Majority Subordinate Certificateholder shall again have the rights of the Majority Subordinate Certificateholder as set forth herein (including the rights to appoint a Subordinate Class Representative or cause the exercise of the rights of the Subordinate Class Representative) without regard to any prior waiver by the predecessor Majority Subordinate Certificateholder. The Such successor Majority Subordinate Certificateholder shall also have the right as provided in this Section 3.23(i) to irrevocably waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement. No such successor Majority Subordinate Certificateholder described above in this paragraph shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan prior to the Transfer and had not also become a Corrected Mortgage Loan prior to such Transfer until such time as such Mortgage Loan becomes a Corrected Mortgage Loan. (j) The Subordinate Class Representative may not be a Borrower or an Affiliate of a Borrower.

Subordinate Class Representative. (a) The Majority Subordinate Certificateholder shall have a continuing right, subject to and in accordance with this Section 3.23, to appoint a representative (the “Subordinate Class Representative”) having the rights and powers specified in this Agreement (including those specified in Section 3.24)¸ and/or remove or replace any existing Subordinate Class Representative, by delivering notice to the Certificate Administrator, the Trustee, the Special Servicers, the Master Servicers and, in the case of a removal or replacement of a Subordinate Class Representative, the then existing Subordinate Class Representative; provided provided, that Seer Raith Capital Partners Master Fund L.P. Management, LLC shall be the initial Subordinate Class Representative. Such continuing right of the Majority Subordinate Certificateholder shall be exercisable in its sole discretion and at any time and from time to time, subject to subsection (b) below. If at any time the Majority Subordinate Certificateholder has not appointed a Subordinate Class Representative pursuant to this Section 3.23 or a Subordinate Class Representative has resigned or has been removed without the Majority Subordinate Certificateholder having appointed a successor Subordinate Class Representative, then the Majority Subordinate Certificateholder shall be deemed to be the Subordinate Class Representative; provided that this provision shall not apply in the event the Majority Subordinate Certificateholder has expressly waived its right to act as or appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder. (b) No appointment of any Person as a Subordinate Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential information confidential in accordance with the provisions set forth in Exhibit K-3, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). (c) Within ten (10) Business Days of any appointment or replacement of a Subordinate Class Representative (other than the initial Subordinate Class Representative), the Certificate Administrator shall deliver to each of the Trustee, the Master Servicers, the Special Servicers and the Trust Advisor notice of the identity of such Subordinate Class Representative, including the name and address furnished to the Certificate Administrator under subsection (a) above). The Certificate Administrator shall also deliver such information to each Master Servicer or each Special Servicer promptly upon request therefor by such Master Servicer or such Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it under subsection (a) above), and the Master Servicers and the Special Servicers shall all be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that the Master Servicers or the Special Servicers, as the case may be, may have to deliver information or otherwise communicate with the Subordinate Class Representative. In addition to the foregoing, within two (2) Business Days of its receipt of notice of the resignation or removal of a Subordinate Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (d) A Subordinate Class Representative may at any time resign as such by giving written notice to the Majority Subordinate Certificateholder, which shall thereupon give written notice to the Certificate Administrator, the Trustee, the Special Servicers and the Master Servicers. The effectiveness of such resignation shall not be conditioned upon or subject to the prior appointment or approval of a successor to the resigning Subordinate Class Representative. In no event shall the failure of the Subordinate Class Representative or the Majority Subordinate Certificateholder to provide such notice prejudice or call into question the effectiveness of such resignation. The preceding statement shall not be construed to limit the effect of subsection (e) below). (e) Once a Subordinate Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement shall be entitled to rely on such selection unless the Majority Subordinate Certificateholder or such Subordinate Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement, in writing, of the resignation or removal of such Subordinate Class Representative. (f) Any and all expenses of the Subordinate Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Subordinate Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Subordinate Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Subordinate Class Representative shall immediately notify the Certificate Administrator, the Trustee, the Master Servicers and the Special Servicers, whereupon (if a Special Servicer, a Master Servicer, the Certificate Administrator, the Trustee or the Trust are also named parties to the same action and, in the sole judgment of the NCB Co-op Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, (i) the Subordinate Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for either Special Servicer, either Master Servicer, the Certificate Administrator, the Trustee or the Trust to be an adverse party in such action as regards the Subordinate Class Representative) the NCB Co-op Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, on behalf of the Trust shall, subject to Section 6.03 and the consent of the Subordinate Class Representative, assume, at the expense of the Trust Fund, the defense of any such claim against the Subordinate Class Representative; provided provided, that no judgment against the Subordinate Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of any Subordinate Class Representative. (g) The Subordinate Class Representative may receive amounts payable to the applicable Special Servicer as special servicing compensation as described in and to the extent as such Special Servicer and the Subordinate Class Representative may agree. (h) In addition, upon request of a Master Servicer, a Special Servicer or the Trust Advisor, as applicable, the Certificate Administrator shall reasonably promptly provide the name of the then-current Majority Subordinate Certificateholder and, if requested, a list of the Certificateholders (or a securities position listing from the Depository) of the Majority Subordinate Certificateholder to such requesting party (at the expense of the Trust Fund). (i) Notwithstanding anything to the contrary contained herein, during such time as the Class F E Certificates are the Subordinate Class, the Majority Subordinate Certificateholder may waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement by irrevocable written notice delivered to the Depositor, Certificate Administrator, Trustee, each Master Servicer, each Special Servicer and Trust Advisor (any such Holder or group of affiliated Holders that makes such an election, the “Opting-Out Party”). Any such waiver shall remain effective with respect to such Holder and such Class until such time as the Opting-Out Party has sold or transferred a majority of the Class F E Certificates to an unaffiliated third party (such sale or transfer, a “Class F E Transfer”). Following any such Transfer the successor Majority Subordinate Certificateholder shall again have the rights of the Majority Subordinate Certificateholder as set forth herein (including the rights to appoint a Subordinate Class Representative or cause the exercise of the rights of the Subordinate Class Representative) without regard to any prior waiver by the predecessor Majority Subordinate Certificateholder. The successor Majority Subordinate Certificateholder shall also have the right as provided in this Section 3.23(i) to irrevocably waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement. No successor Majority Subordinate Certificateholder described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan prior to the Transfer and had not also become a Corrected Mortgage Loan prior to such Transfer until such time as such Mortgage Loan becomes a Corrected Mortgage Loan. (j) The Subordinate Class Representative may not be a Borrower or an Affiliate of a Borrower.

Subordinate Class Representative. (a) The Majority Subordinate Certificateholder shall have a continuing right, subject to and in accordance with this Section 3.23, to appoint a representative (the “Subordinate Class Representative”) having the rights and powers specified in this Agreement (including those specified in Section 3.24)¸ and/or remove or replace any existing Subordinate Class Representative, by delivering notice to the Certificate Administrator, the Trustee, the Special ServicersServicer, the Master Servicers Servicer and, in the case of a removal or replacement of a Subordinate Class Representative, the then existing Subordinate Class Representative; provided that Seer Capital Partners Master Fund L.P. RREF II CMBS AIV, LP shall be the initial Subordinate Class Representative. Such continuing right of the Majority Subordinate Certificateholder shall be exercisable in its sole discretion and at any time and from time to time, subject to subsection (b) below. If at any time the Majority Subordinate Certificateholder has not appointed a Subordinate Class Representative pursuant to this Section 3.23 or a Subordinate Class Representative has resigned or has been removed without the Majority Subordinate Certificateholder having appointed a successor Subordinate Class Representative, then the Majority Subordinate Certificateholder shall be deemed to be the Subordinate Class Representative; provided that this provision shall not apply in the event the Majority Subordinate Certificateholder has expressly waived its right to act as or appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder. (b) No appointment of any Person as a Subordinate Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential information confidential in accordance with the provisions set forth in Exhibit K-3, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). (c) Within ten (10) Business Days of the Certificate Administrator’s receipt of any appointment notice of any appointment, resignation, removal or replacement of a Subordinate Class Representative (other than the initial Subordinate Class Representative), the Certificate Administrator shall deliver to each of the Trustee, the Master ServicersServicer, the Special Servicers Servicer and the Trust Advisor notice of the identity of such Subordinate Class Representative, including the name and address furnished to the Certificate Administrator under subsection (a) above. The Certificate Administrator shall also deliver such information to each the Master Servicer or each the Special Servicer promptly upon request therefor by such the Master Servicer or such the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it under subsection (a) above, and the Master Servicers Servicer and the Special Servicers Servicer shall all be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that the Master Servicers Servicer or the Special ServicersServicer, as the case may be, may have to deliver information or otherwise communicate with the Subordinate Class Representative. In addition to the foregoing, within two (2) Business Days of its receipt of notice of the resignation or removal of a Subordinate Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (d) A Subordinate Class Representative may at any time resign as such by giving written notice to the Majority Subordinate Certificateholder, which shall thereupon give written notice to the Certificate Administrator, the Trustee, the Special Servicers Servicer and the Master ServicersServicer. The effectiveness of such resignation shall not be conditioned upon or subject to the prior appointment or approval of a successor to the resigning Subordinate Class Representative. In no event shall the failure of the Subordinate Class Representative or the Majority Subordinate Certificateholder to provide such notice prejudice or call into question the effectiveness of such resignation. The preceding statement shall not be construed to limit the effect of subsection (e) below. (e) Once a Subordinate Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement shall be entitled to rely on such selection unless the Majority Subordinate Certificateholder or such Subordinate Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement, in writing, of the resignation or removal of such Subordinate Class Representative. (f) Any and all expenses of the Subordinate Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Subordinate Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Subordinate Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Subordinate Class Representative shall immediately notify the Certificate Administrator, the Trustee, the Master Servicers Servicer and the Special ServicersServicer, whereupon (if a the Special Servicer, a the Master Servicer, the Certificate Administrator, the Trustee or the Trust are also named parties to the same action and, in the sole judgment of the NCB Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, Servicer (i) the Subordinate Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for either the Special Servicer, either the Master Servicer, the Certificate Administrator, the Trustee or the Trust to be an adverse party in such action as regards the Subordinate Class Representative) the NCB Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, on behalf of the Trust shall, subject to Section 6.03 and the consent of the Subordinate Class Representative, assume, at the expense of the Trust Fund, the defense of any such claim against the Subordinate Class Representative; provided that no judgment against the Subordinate Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of any Subordinate Class Representative. (g) The Subordinate Class Representative may receive amounts payable to the applicable Special Servicer as special servicing compensation as described in and to the extent as such the Special Servicer and the Subordinate Class Representative may agree. (h) In addition, upon request of a the Master Servicer, a the Special Servicer or Trust Advisor, as applicable, the Certificate Administrator shall reasonably promptly provide the name of the then-current Majority Subordinate Certificateholder and, if requested, a list of the Certificateholders (or a securities position listing from the Depository) of the Majority Subordinate Certificateholder to such requesting party (at the expense of the Trust Fund). (i) Notwithstanding anything to the contrary contained herein, during such time as the Class F Certificates are the Subordinate Class, the Majority Subordinate Certificateholder may waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement by irrevocable written notice delivered to the Depositor, Certificate Administrator, Trustee, each the Master Servicer, each the Special Servicer and the Trust Advisor (any such Holder or group of affiliated Holders that makes such an election, the “Opting-Out Party”). Any such waiver shall remain effective with respect to such Holder and such Class until such time as the Opting-Out Party has sold or transferred transferred, in the aggregate, a majority of the Class F Certificates to an unaffiliated third party or third parties (such sale or transfer, a “Class F Transfer”). Following any such Transfer the successor Majority Subordinate Certificateholder shall again have the rights of the Majority Subordinate Certificateholder as set forth herein (including the rights to appoint a Subordinate Class Representative or cause the exercise of the rights of the Subordinate Class Representative) without regard to any prior waiver by the predecessor Majority Subordinate Certificateholder. The successor Majority Subordinate Certificateholder shall also have the right as provided in this Section 3.23(i) to irrevocably waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement. No successor Majority Subordinate Certificateholder described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan prior to the Transfer and had not also become a Corrected Mortgage Loan prior to such Transfer until such time as such Mortgage Loan becomes a Corrected Mortgage Loan. (j) The Subordinate Class Representative may not be a Borrower or an Affiliate of a Borrower.

Subordinate Class Representative. (a) The Majority Subordinate Certificateholder shall have a continuing right, subject to and in accordance with this Section 3.23, to appoint a representative (the “Subordinate Class Representative”) having the rights and powers specified in this Agreement (including those specified in Section 3.24)¸ and/or remove or replace any existing Subordinate Class Representative, by delivering notice to the Certificate Administrator, the Trustee, the Special ServicersServicer, the Master Servicers Servicer and, in the case of the Boca Hamptons Plaza Portfolio Loan Combination, the Boca Hamptons Plaza Portfolio Master Servicer, the Boca Hamptons Plaza Portfolio Special Servicer, the Boca Hamptons Plaza Portfolio Trustee and the Boca Hamptons Plaza Portfolio Operating Advisor and, in the case of a removal or replacement of a Subordinate Class Representative, the then existing Subordinate Class Representative; provided that Seer Capital Partners Master Fund L.P. Rialto CMBS V, LLC shall be the initial Subordinate Class Representative. Such continuing right of the Majority Subordinate Certificateholder shall be exercisable in its sole discretion and at any time and from time to time, subject to subsection (b) below. If at any time the Majority Subordinate Certificateholder has not appointed a Subordinate Class Representative pursuant to this Section 3.23 or a Subordinate Class Representative has resigned or has been removed without the Majority Subordinate Certificateholder having appointed a successor Subordinate Class Representative, then the Majority Subordinate Certificateholder shall be deemed to be the Subordinate Class Representative; provided that this provision shall not apply in the event the Majority Subordinate Certificateholder has expressly waived its right to act as or appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder. (b) No appointment of any Person as a Subordinate Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential information confidential in accordance with the provisions set forth in Exhibit K-3, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement and the parties to the CGCMT 2015-GC27 Pooling and Servicing Agreement may deal (including their names, titles, work addresses and facsimile numbers). (c) Within ten (10) Business Days of any appointment or replacement of a Subordinate Class Representative (other than the initial Subordinate Class Representative), the Certificate Administrator shall deliver to each of the Trustee, the Master ServicersServicer, the Special Servicers and Servicer, the Trust Advisor and, in the case of the Boca Hamptons Plaza Portfolio Loan Combination, the Boca Hamptons Plaza Portfolio Master Servicer, the Boca Hamptons Plaza Portfolio Special Servicer, the Boca Hamptons Plaza Portfolio Trustee and the Boca Hamptons Plaza Portfolio Operating Advisor, notice of the identity of such Subordinate Class Representative, including the name and address furnished to the Certificate Administrator under subsection (a) above. The Certificate Administrator shall also deliver such information to each the Master Servicer, the Special Servicer, the Boca Hamptons Plaza Portfolio Master Servicer or each the Boca Hamptons Plaza Portfolio Special Servicer promptly upon request therefor by such the Master Servicer, the Special Servicer, the Boca Hamptons Plaza Portfolio Master Servicer or such the Boca Hamptons Plaza Portfolio Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it under subsection (a) above, and the Master Servicers Servicer, the Special Servicer, the Boca Hamptons Plaza Portfolio Master Servicer and the Boca Hamptons Plaza Portfolio Special Servicers Servicer shall all be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that the Master Servicers or Servicer, the Special ServicersServicer, the Boca Hamptons Plaza Portfolio Master Servicer and the Boca Hamptons Plaza Portfolio Special Servicer, as the case may be, may have to deliver information or otherwise communicate with the Subordinate Class Representative. In addition to the foregoing, within two (2) Business Days of its receipt of notice of the resignation or removal of a Subordinate Class Representative, the Certificate Administrator shall notify the other parties to this Agreement and the CGCMT 2015-GC27 Pooling and Servicing Agreement, of such event. (d) A Subordinate Class Representative may at any time resign as such by giving written notice to the Majority Subordinate Certificateholder, which shall thereupon give written notice to the Certificate Administrator, the Trustee, the Special Servicers Servicer, the Master Servicer, the Boca Hamptons Plaza Portfolio Master Servicer, the Boca Hamptons Plaza Portfolio Special Servicer and the Master ServicersBoca Hamptons Plaza Portfolio Trustee. The effectiveness of such resignation shall not be conditioned upon or subject to the prior appointment or approval of a successor to the resigning Subordinate Class Representative. In no event shall the failure of the Subordinate Class Representative or the Majority Subordinate Certificateholder to provide such notice prejudice or call into question the effectiveness of such resignation. The preceding statement shall not be construed to limit the effect of subsection (e) below. (e) Once a Subordinate Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement and the parties to the CGCMT 2015-GC27 Pooling and Servicing Agreement, shall be entitled to rely on such selection unless the Majority Subordinate Certificateholder or such Subordinate Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement, and the parties to the CGCMT 2015-GC27 Pooling and Servicing Agreement in writing, of the resignation or removal of such Subordinate Class Representative. (f) Any and all expenses of the Subordinate Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Subordinate Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Subordinate Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Subordinate Class Representative shall immediately notify the Certificate Administrator, the Trustee, the Master Servicers Servicer and the Special ServicersServicer, whereupon (if a the Special Servicer, a the Master Servicer, the Certificate Administrator, the Trustee or the Trust are also named parties to the same action and, in the sole judgment of the NCB Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, Servicer (i) the Subordinate Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for either the Special Servicer, either the Master Servicer, the Certificate Administrator, the Trustee or the Trust to be an adverse party in such action as regards the Subordinate Class Representative) the NCB Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, on behalf of the Trust shall, subject to Section 6.03 and the consent of the Subordinate Class Representative, assume, at the expense of the Trust Fund, the defense of any such claim against the Subordinate Class Representative; provided that no judgment against the Subordinate Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of any Subordinate Class Representative. (g) The Subordinate Class Representative may receive amounts payable to the applicable Special Servicer as special servicing compensation as described in and to the extent as such the Special Servicer and the Subordinate Class Representative may agree. (h) In addition, upon request of a the Master Servicer, a the Special Servicer or Trust Advisor, and, in the case of the Boca Hamptons Plaza Portfolio Loan Combination, the Boca Hamptons Plaza Portfolio Master Servicer, the Boca Hamptons Plaza Portfolio Special Servicer or the Boca Hamptons Plaza Portfolio Trustee, as applicable, the Certificate Administrator shall reasonably promptly provide the name of the then-current Majority Subordinate Certificateholder and, if requested, a list of the Certificateholders (or a securities position listing from the Depository) of the Majority Subordinate Certificateholder to such requesting party (at the expense of the Trust Fund). (i) Notwithstanding anything to the contrary contained herein, during such time as the Class F Certificates are the Subordinate Class, the Majority Subordinate Certificateholder may waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement by irrevocable written notice delivered to the Depositor, Certificate Administrator, Trustee, each the Master Servicer, each the Special Servicer, Trust Advisor, the Boca Hamptons Plaza Portfolio Depositor, the Boca Hamptons Plaza Portfolio Certificate Administrator, the Boca Hamptons Plaza Portfolio Trustee, the Boca Hamptons Plaza Portfolio Master Servicer, the Boca Hamptons Plaza Portfolio Special Servicer and the Boca Hamptons Plaza Portfolio Trust Advisor (any such Holder or group of affiliated Holders that makes such an election, the “Opting-Out Party”). Any such waiver shall remain effective with respect to such Holder and such Class until such time as the Opting-Out Party has sold or transferred transferred, in the aggregate, a majority of the Class F Certificates to an unaffiliated third party or third parties (such sale or transfer, a “Class F Transfer”). Following any such Transfer the successor Majority Subordinate Certificateholder shall again have the rights of the Majority Subordinate Certificateholder as set forth herein (including the rights to appoint a Subordinate Class Representative or cause the exercise of the rights of the Subordinate Class Representative) without regard to any prior waiver by the predecessor Majority Subordinate Certificateholder. The successor Majority Subordinate Certificateholder shall also have the right as provided in this Section 3.23(i) to irrevocably waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement. No successor Majority Subordinate Certificateholder described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan prior to the Transfer and had not also become a Corrected Mortgage Loan prior to such Transfer until such time as such Mortgage Loan becomes a Corrected Mortgage Loan. (j) The Subordinate Class Representative may not be a Borrower or an Affiliate of a Borrower. (k) With respect to the Boca Hamptons Plaza Portfolio Loan Combination, the Majority Subordinate Certificateholder hereunder shall be entitled to exercise all of the rights of the “Directing Holder” under the CGCMT 2015-GC27 Pooling and Servicing Agreement with respect to the Boca Hamptons Plaza Portfolio Loan Combination, as and to the extent provided in the CGCMT 2015-GC27 Pooling and Servicing Agreement with respect to the Boca Hamptons Plaza Portfolio Loan Combination, including any consent or consultation rights with respect to “Major Decisions” thereunder with respect to the Boca Hamptons Plaza Portfolio Loan Combination and any right to approve “Asset Status Reports” prepared by the related Boca Hamptons Plaza Portfolio Special Servicer with respect to the Boca Hamptons Plaza Portfolio Loan Combination, in each case, subject to the occurrence and continuance of a Subordinate Control Period or a Senior Consultation Event, as applicable, with respect to the Majority Subordinate Certificateholder pursuant to the terms of this Agreement. To facilitate the exercise by the Majority Subordinate Certificateholder of the foregoing rights with respect to the Boca Hamptons Plaza Portfolio Loan Combination under the CGCMT 2015-GC27 Pooling and Servicing Agreement and the exercise by the Majority Subordinate Certificateholder and the Certificateholders of their rights with respect to the replacement of the Boca Hamptons Plaza Portfolio Special Servicer for the Boca Hamptons Plaza Portfolio Loan Combination as set forth in this Agreement, the Certificate Administrator shall notify the Boca Hamptons Plaza Portfolio Master Servicer, the Boca Hamptons Plaza Portfolio Special Servicer, the Boca Hamptons Plaza Portfolio Trustee and the Boca Hamptons Plaza Portfolio Operating Advisor, promptly upon obtaining actual knowledge that a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation Period has commenced, or that such period is no longer continuing.

Subordinate Class Representative. (a) The Majority Subordinate Certificateholder shall have a continuing right, subject to and in accordance with this Section 3.23, to appoint a representative (the “Subordinate Class Representative”) having the rights and powers specified in this Agreement (including those specified in Section 3.24)¸ and/or remove or replace any existing Subordinate Class Representative, by delivering notice to the Certificate Administrator, the Trustee, the Special ServicersServicer, the Master Servicers Servicer and, in the case of a removal or replacement of a Subordinate Class Representative, the then existing Subordinate Class Representative; provided provided, that Seer Capital Partners Master Fund L.P. RREF II CMBS AIV, LP shall be the initial Subordinate Class Representative. Such continuing right of the Majority Subordinate Certificateholder shall be exercisable in its sole discretion and at any time and from time to time, subject to subsection (b) below. If at any time the Majority Subordinate Certificateholder has not appointed a Subordinate Class Representative pursuant to this Section 3.23 or a Subordinate Class Representative has resigned or has been removed without the Majority Subordinate Certificateholder having appointed a successor Subordinate Class Representative, then the Majority Subordinate Certificateholder shall be deemed to be the Subordinate Class Representative; provided that this provision shall not apply in the event the Majority Subordinate Certificateholder has expressly waived its right to act as or appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder. (b) No appointment of any Person as a Subordinate Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential information confidential in accordance with the provisions set forth in Exhibit K-3, (iii) an address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). (c) Within ten (10) Business Days of any appointment or replacement of a Subordinate Class Representative (other than the initial Subordinate Class Representative), the Certificate Administrator shall deliver to each of the Trustee, the Master ServicersServicer, the Special Servicers Servicer and the Trust Advisor notice of the identity of such Subordinate Class Representative, including the name and address furnished to the Certificate Administrator under subsection (a) above). The Certificate Administrator shall also deliver such information to each the Master Servicer or each the Special Servicer promptly upon request therefor by such the Master Servicer or such the Special Servicer, as the case may be. With respect to such information, the Certificate Administrator shall be entitled to conclusively rely on information provided to it under subsection (a) above), and the Master Servicers Servicer and the Special Servicers Servicer shall all be entitled to rely on such information provided by the Certificate Administrator with respect to any obligation or right hereunder that the Master Servicers Servicer or the Special ServicersServicer, as the case may be, may have to deliver information or otherwise communicate with the Subordinate Class Representative. In addition to the foregoing, within two (2) Business Days of its receipt of notice of the resignation or removal of a Subordinate Class Representative, the Certificate Administrator shall notify the other parties to this Agreement of such event. (d) A Subordinate Class Representative may at any time resign as such by giving written notice to the Majority Subordinate Certificateholder, which shall thereupon give written notice to the Certificate Administrator, the Trustee, the Special Servicers Servicer and the Master ServicersServicer. The effectiveness of such resignation shall not be conditioned upon or subject to the prior appointment or approval of a successor to the resigning Subordinate Class Representative. In no event shall the failure of the Subordinate Class Representative or the Majority Subordinate Certificateholder to provide such notice prejudice or call into question the effectiveness of such resignation. The preceding statement shall not be construed to limit the effect of subsection (e) below). (e) Once a Subordinate Class Representative has been selected pursuant to this Section 3.23, each of the parties to this Agreement shall be entitled to rely on such selection unless the Majority Subordinate Certificateholder or such Subordinate Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement, in writing, of the resignation or removal of such Subordinate Class Representative. (f) Any and all expenses of the Subordinate Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Subordinate Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Subordinate Class Representative by a Borrower with respect to this Agreement or any particular Mortgage Loan, the Subordinate Class Representative shall immediately notify the Certificate Administrator, the Trustee, the Master Servicers Servicer and the Special ServicersServicer, whereupon (if a the Special Servicer, a the Master Servicer, the Certificate Administrator, the Trustee or the Trust are also named parties to the same action and, in the sole judgment of the NCB Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, (i) the Subordinate Class Representative had acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for either the Special Servicer, either the Master Servicer, the Certificate Administrator, the Trustee or the Trust to be an adverse party in such action as regards the Subordinate Class Representative) the NCB Special Servicer, if such claim arises out of or relates solely to an NCB, FSB Mortgage Loan, or the General Special Servicer, in the case of all other claims, on behalf of the Trust shall, subject to Section 6.03 and the consent of the Subordinate Class Representative, assume, at the expense of the Trust Fund, the defense of any such claim against the Subordinate Class Representative; provided provided, that no judgment against the Subordinate Class Representative shall be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation of any Subordinate Class Representative. (g) The Subordinate Class Representative may receive amounts payable to the applicable Special Servicer as special servicing compensation as described in and to the extent as such the Special Servicer and the Subordinate Class Representative may agree. (h) In addition, upon request of a the Master Servicer, a the Special Servicer or Trust Advisor, as applicable, the Certificate Administrator shall reasonably promptly provide the name of the then-current Majority Subordinate Certificateholder and, if requested, a list of the Certificateholders (or a securities position listing from the Depository) of the Majority Subordinate Certificateholder to such requesting party (at the expense of the Trust Fund). (i) Notwithstanding anything to the contrary contained herein, during such time as the Class F Certificates are the Subordinate Class, the Majority Subordinate Certificateholder may waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement by irrevocable written notice delivered to the Depositor, Certificate Administrator, Trustee, each the Master Servicer, each the Special Servicer and Trust Advisor (any such Holder or group of affiliated Holders that makes such an election, the “Opting-Out Party”). Any such waiver shall remain effective with respect to such Holder and such Class until such time as the Opting-Out Party has sold or transferred a majority of the Class F Certificates to an unaffiliated third party (such sale or transfer, a “Class F Transfer”). Following any such Transfer the successor Majority Subordinate Certificateholder shall again have the rights of the Majority Subordinate Certificateholder as set forth herein (including the rights to appoint a Subordinate Class Representative or cause the exercise of the rights of the Subordinate Class Representative) without regard to any prior waiver by the predecessor Majority Subordinate Certificateholder. The successor Majority Subordinate Certificateholder shall also have the right as provided in this Section 3.23(i) to irrevocably waive its rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement. No successor Majority Subordinate Certificateholder described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan prior to the Transfer and had not also become a Corrected Mortgage Loan prior to such Transfer until such time as such Mortgage Loan becomes a Corrected Mortgage Loan. (j) The Subordinate Class Representative may not be a Borrower or an Affiliate of a Borrower.