Common use of Intercreditor Agreements Clause in Contracts

Intercreditor Agreements. (a) Each of the Master Servicer and Special Servicer acknowledges and agrees that each Serviced Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan and each Mortgage Loan with mezzanine debt in accordance with the related Intercreditor Agreement and this Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action with respect to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. Each of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder and mezzanine lender or its respective designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement and the related Intercreditor Agreement to the extent provided for therein. Each of the Master Servicer and the Special Servicer further acknowledges and agrees that the AB Whole Loan Controlling Holder will have the right to replace the Special Servicer solely with respect to the related AB Whole Loan to the extent provided for herein and in the related Intercreditor Agreement.

Intercreditor Agreements. (a) Each of the The Master Servicer and Special Servicer acknowledges acknowledge and agrees agree that each Serviced Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan Loan, and each Mortgage Loan with mezzanine debt debt, in accordance with the related Intercreditor Agreement and this Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action with respect to a Serviced Whole Loan Loan, or a Mortgage Loan with mezzanine debt debt, or the related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. Each of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder and each mezzanine lender or its respective designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement and the related Intercreditor Agreement to the extent provided for therein. Each of the The Master Servicer and the Special Servicer further acknowledges acknowledge and agrees agree that the any AB Whole Loan Controlling Holder will have the right to replace the Special Servicer solely with respect to the related Serviced AB Whole Loan Loan, to the extent provided for herein and in the related Intercreditor Agreement.

Intercreditor Agreements. (a) Each of the Master Servicer and Special Servicer acknowledges and agrees that each Serviced Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan and each Mortgage Loan with mezzanine debt in accordance with the related Intercreditor Agreement and this Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action with respect to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. Each of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder and mezzanine lender or its respective designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement and the related Intercreditor Agreement to the extent provided for therein. Each of the Master Servicer and the Special Servicer further acknowledges and agrees that the AB Whole Loan Controlling Holder will have the right to replace the Special Servicer solely with respect to the related Serviced AB Whole Loan to the extent provided for herein and in the related Intercreditor Agreement.

Intercreditor Agreements. (a) Each of the Master Servicer and Special Servicer acknowledges and agrees that each Serviced Whole Loan Pair being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement intercreditor agreement and each agrees to service each such Serviced Whole Loan Pair and each Mortgage Loan with mezzanine debt in accordance with the related Intercreditor Agreement intercreditor agreement and this Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement intercreditor agreement and, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreementconflict, the related Intercreditor Agreement intercreditor agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action with respect to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt Pair or the related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement intercreditor agreement provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. Each of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder and mezzanine lender or its respective designee has the right to purchase the related AB Mortgage Loan in each case pursuant to the terms and conditions of the related intercreditor agreement. Neither the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any entitlement in favor of a Companion Holder under the related Intercreditor Agreement or conflict between the terms of this Agreement and the related terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement to the extent provided for therein. Each of that may otherwise require the Master Servicer and or the Special Servicer further acknowledges and agrees that to abide by any instruction or direction of a Companion Holder, neither the AB Whole Loan Controlling Holder will have the right to replace Master Servicer nor the Special Servicer solely shall be required to comply with respect any instruction or direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no event shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the Master Servicer or Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or the Special Servicer be required to consult with or obtain the consent of any Companion Holder unless such Companion Holder has delivered notice of its identity and contact information to each of the parties to this Agreement (upon which notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact information for the Companion Holders is set forth in Section 12.05 under this Agreement. In no event shall the Master Servicer or the Special Servicer be required to consult with or obtain the consent of a new Directing Certificateholder or a new Controlling Class Certificateholder if the Paying Agent has not delivered notice to the related AB Whole Loan Master Servicer or the Special Servicer as required under Section 3.28(d). No direction or disapproval of the Companion Holders shall (a) require or cause the Master Servicer or Special Servicer to violate the extent provided for herein terms of a Mortgage Loan, applicable law or any provision of this Agreement, including the Master Servicer's or Special Servicer's obligation to act in accordance with the Servicing Standards and to maintain the REMIC status of each of the Lower-Tier REMIC and the Upper-Tier REMIC or (b) result in the related Intercreditor imposition of a "prohibited transaction" or "prohibited contribution" tax under the REMIC Provisions, or (c) materially expand the scope of the Special Servicer's, Trustee's or the Master Servicer's responsibilities under this Agreement.

Intercreditor Agreements. (a) Each of the Master Servicer and Special Servicer acknowledges and agrees that each Serviced Whole Loan and Trust Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan, Trust Whole Loan and each Mortgage Loan with mezzanine debt in accordance with the related Intercreditor Agreement and this Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action with respect to a Serviced Whole Loan, a Trust AB Whole Loan or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior consent of the related Companion Holder Holder, related Subordinate Loan-Specific Directing Certificateholder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement provides that such Companion Holder Holder, holder of the related Trust Subordinate Companion Loan or mezzanine lender, as applicable, is required or permitted to consent to such action. Each of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder Holder, each Subordinate Loan-Specific Directing Certificateholder and each mezzanine lender or its respective designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement and the related Intercreditor Agreement to the extent provided for therein. Each of the Master Servicer and the Special Servicer further acknowledges and agrees that the any AB Whole Loan Controlling Holder or any Subordinate Loan-Specific Directing Certificateholder, as applicable, will have the right to replace the Special Servicer solely with respect to the related Serviced AB Whole Loan or Trust AB Whole Loan, as applicable, to the extent provided for herein and in the related Intercreditor Agreement.

Intercreditor Agreements. (a) Each of the Master Servicer Servicers and Special Servicer with respect to the Mortgage Loan it is servicing hereunder acknowledges and agrees agrees, as applicable, that each Serviced Whole Loan Pair being serviced by it under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan Pair and each Mortgage Loan with mezzanine debt in accordance with the related Intercreditor Agreement and this Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreementconflict, the related Intercreditor Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, each of the Master Servicer Servicers and Special Servicer agrees not to take any action with respect to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt Pair or the related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. To the extent consistent with the Servicing Standards, nothing herein shall be deemed to override the provisions of the Intercreditor Agreements with respect to the rights of the Companion Holders thereunder and in the event of any inconsistency between the provisions of an Intercreditor Agreement and the provisions of this Agreement relating to the rights and obligations of the Trustee, as holder of the related Mortgage Loan, and the related Companion Holder, the Intercreditor Agreement shall control with respect to such Loan Pair. Each of the Master Servicer Servicers and Special Servicer acknowledges and agrees that each Companion Holder and mezzanine lender or its respective designee has may have the right to cure certain defaults with respect to the related AB Mortgage Loan or the Houston Galleria Whole Loan, as applicable, to purchase the related AB Mortgage Loan or the Houston Galleria Whole Loan, as applicable, and to post certain collateral to avoid a Control Appraisal Event; in each case, to the extent set forth in, and pursuant to the terms and conditions of, the related Intercreditor Agreement. Neither the Master Servicers nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any entitlement in favor of a Companion Holder under the related Intercreditor Agreement or conflict between the terms of this Agreement and the related terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement to the extent provided for therein. Each of that may otherwise require the Master Servicer and Servicers or the Special Servicer further acknowledges and agrees that to abide by any instruction or direction of a Companion Holder, neither the AB Whole Loan Controlling Holder will have the right to replace Master Servicers nor the Special Servicer solely shall be required to comply with respect any instruction or direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no event shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the related AB Whole Loan Master Servicers or Special Servicer for its own account without reimbursement. In no event shall the Master Servicers or the Special Servicer be required to consult with or obtain the extent provided consent of any Companion Holder unless such Companion Holder has delivered notice of its identity and contact information to each of the parties to this Agreement (upon which notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact information for herein the Companion Holders is set forth in Section 11.05 under this Agreement. No direction or disapproval of the Companion Holders shall (a) require or cause the Master Servicers or Special Servicer to violate the terms of a Mortgage Loan, applicable law or any provision of this Agreement, including each Master Servicer's or Special Servicer's obligation to act in accordance with the Servicing Standards and to maintain the REMIC status of each of the Lower-Tier REMIC and the Upper-Tier REMIC or (b) result in the related Intercreditor imposition of a "prohibited transaction" or "prohibited contribution" tax under the REMIC Provisions, or (c) materially expand the scope of the Special Servicer's, Trustee's or each Master Servicer's responsibilities under this Agreement.

Intercreditor Agreements. (a) Each of the Master Servicer Servicers and Special Servicer acknowledges and agrees that each Serviced Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement and/or related mezzanine intercreditor agreement, as applicable, and each agrees to service each such Serviced Whole Loan and each Mortgage Loan with mezzanine debt in accordance with the related Intercreditor Agreement and/or related mezzanine intercreditor agreement, as applicable, and this Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and/or mezzanine intercreditor agreement, as applicable, and, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreementconflict, the related Intercreditor Agreement and/or mezzanine intercreditor agreement, as applicable, shall govern. Notwithstanding anything to the contrary in this Agreement, each of the Master Servicer Servicers and Special Servicer agrees not to take any action with respect to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. When the related Companion Holder's consent to any such action is required under the related Intercreditor Agreement, the Directing Certificateholder (other than any Companion Holder acting as Directing Certificateholder by virtue of being the Serviced Whole Loan Controlling Holder with respect to such Mortgage Loan) shall not have any consent rights related to such Mortgage Loan. Nothing herein shall be deemed to override the provisions of the Intercreditor Agreements with respect to the rights of the Companion Holders thereunder (but this statement shall not modify the duty of the Master Servicers and the Special Servicer to act in accordance with the Servicing Standard in connection with servicing actions) and in the event of any inconsistency between the provisions of an Intercreditor Agreement and the provisions of this Agreement relating to the rights and obligations of the Trustee, as holder of the related Mortgage Loan, and the related Companion Holder, the Intercreditor Agreement shall control with respect to such Serviced Whole Loan. Each of the Master Servicer Servicers and Special Servicer acknowledges and agrees that each Companion Holder and mezzanine lender or its respective designee has may have the right to cure certain defaults with respect to the related Serviced Mortgage Loan, and to purchase the related Mortgage Loan Loan, as applicable, in each case pursuant to the terms and conditions of the related Intercreditor Agreement and/or mezzanine intercreditor agreement, as applicable. Notwithstanding any provision of this Agreement to the contrary, consistent with the Servicing Standards, the servicing rights and obligations of the Special Servicer with respect to the Mezz Cap AB Companion Loan will be limited pursuant to the terms of the related Mezz Cap AB Intercreditor Agreement prior to, or after the discontinuance of, a "Material Default" (as defined in Section 3(b) of such Intercreditor Agreement). Neither the Master Servicers nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any entitlement in favor of a Companion Holder under the related Intercreditor Agreement or conflict between the terms of this Agreement and the related terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement to the extent provided for therein. Each of that may otherwise require the Master Servicer and Servicers or the Special Servicer further acknowledges and agrees that to abide by any instruction or direction of a Companion Holder, neither the AB Whole Loan Controlling Holder will have the right to replace Master Servicers nor the Special Servicer solely shall be required to comply with any instruction or direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no event shall any expense arising from compliance with an Intercreditor Agreement (or from compliance with any intercreditor agreement with respect to a related mezzanine loan) constitute an expense to be borne by the related AB Whole Loan Master Servicers or Special Servicer for its own account without reimbursement. In no event shall the Master Servicers or the Special Servicer be required to consult with or obtain the consent of any Companion Holder unless such Companion Holder has delivered notice of its identity and contact information to each of the parties to this Agreement (upon which notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact information for the Companion Holders is set forth in Section 11.05 under this Agreement. In no event shall the Master Servicers or the Special Servicer be required to consult with or obtain the consent of a new Directing Certificateholder or a new Controlling Class Certificateholder if the Paying Agent has not delivered notice to the extent provided for herein Master Servicers or the Special Servicer as required under Section 3.27(d). No direction or disapproval of the Companion Holders shall (a) require or cause the Master Servicers or Special Servicer (i) to violate the terms of a Mortgage Loan, applicable law or any provision of this Agreement or (ii) to act, or fail to act, in any manner that is or would not be in accordance with the Servicing Standards or that would in any way fail to maintain the REMIC status of any of the Lower-Tier REMIC, the Middle-Tier REMIC and the Upper-Tier REMIC or (b) result in the related Intercreditor imposition of a "prohibited transaction" or "prohibited contribution" tax under the REMIC Provisions, or (c) materially expand the scope of the Special Servicer's, Trustee's or each Master Servicer's responsibilities under this Agreement.

Intercreditor Agreements. (a) Each of the Master Servicer and Special Servicer acknowledges and agrees that each Serviced AB Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement and each agrees to service each such Serviced AB Whole Loan and each Mortgage Loan with mezzanine debt in accordance with the related Intercreditor Agreement and this Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action with respect to a Serviced an AB Whole Loan or a any Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior consent of the related Subordinate Companion Loan Holder or related mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement provides that such Subordinate Companion Loan Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. Each of the Master Servicer and Special Servicer acknowledges and agrees that each Subordinate Companion Loan Holder and or mezzanine lender or its respective designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement and the related Intercreditor Agreement to the extent provided for therein. Each of the Master Servicer and the Special Servicer further acknowledges and agrees that the each AB Whole Loan Controlling Holder will have the right to replace the Special Servicer solely with respect to the related AB Whole Loan to the extent provided for herein and in the related Intercreditor Agreement.

Intercreditor Agreements. (a) Each of the Master Servicer and Special Servicer acknowledges and agrees that each Serviced Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan and each Mortgage Loan with mezzanine debt in accordance with the related Intercreditor Agreement and this Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action with respect to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. Each of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder and mezzanine lender or its respective designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement and the related Intercreditor Agreement to the extent provided for therein. Each of the Master Servicer and the Special Servicer further acknowledges and agrees that the any AB Whole Loan Controlling Holder will have the right to replace the Special Servicer solely with respect to the related Serviced AB Whole Loan to the extent provided for herein and in the related Intercreditor Agreement.

Intercreditor Agreements. (a) Each of the Master Servicer and Special Servicer acknowledges and agrees that each Serviced Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan and each Mortgage Loan with mezzanine debt in accordance with the related Intercreditor Agreement and this Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action with respect to a Serviced Whole Loan or a any Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender, as applicable, lender to the extent that the related Intercreditor Agreement provides that such Companion Holder or mezzanine lender, as applicable, lender is required or permitted to consent to such action. Each of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder and mezzanine lender or its respective designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement and the related Intercreditor Agreement to the extent provided for therein. Each of Neither the Master Servicer and nor the Special Servicer further acknowledges shall have any liability for any cost, claim or damage that arises from any entitlement in favor of a mezzanine lender under the related Intercreditor Agreement or conflict between the terms of this Agreement and agrees the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement that may otherwise require the AB Whole Loan Controlling Holder will have the right to replace Master Servicer or the Special Servicer solely to abide by any instruction or direction of a mezzanine lender, neither the Master Servicer nor the Special Servicer shall be required to comply with respect any instruction or direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no event shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the related AB Whole Loan Master Servicer or Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or the Special Servicer be required to consult with or obtain the extent provided consent of any mezzanine lender unless such mezzanine lender has delivered notice of its identity and contact information to each of the parties to this Agreement (upon which notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact information for herein and each mezzanine lender is as set forth in the related Intercreditor Agreement. In no event shall the Master Servicer or the Special Servicer be required to consult with or obtain the consent of a new Directing Certificateholder or a new Controlling Class Certificateholder if the Certificate Administrator has not delivered notice to the Master Servicer or the Special Servicer as required under Section 3.28(d) or the Master Servicer or Special Servicer does not have actual knowledge of the identity and contact information of a new Directing Certificateholder or a new Controlling Class Certificateholder. No direction or disapproval of any mezzanine lender shall (a) require or cause the Master Servicer or Special Servicer to violate the terms of a Mortgage Loan, applicable law or any provision of this Agreement, including the Master Servicer’s or Special Servicer’s obligation to act in accordance with the Servicing Standard and to maintain the REMIC status of each of the Lower-Tier REMIC and the Upper-Tier REMIC and the grantor trust status of the Grantor Trust (b) result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions, or (c) materially expand the scope of the Special Servicer’s, Trustee’s, the Certificate Administrator’s or the Master Servicer’s responsibilities under this Agreement.

Intercreditor Agreements. (a) Each of the Master Servicer Servicers and Special Servicer acknowledges and agrees that each Serviced Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement and/or related mezzanine intercreditor agreement, as applicable, and each agrees to service each such Serviced Whole Loan and each Mortgage Loan with mezzanine debt in accordance with the related Intercreditor Agreement and/or related mezzanine intercreditor agreement, as applicable, and this Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and/or mezzanine intercreditor agreement, as applicable, and, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreementconflict, the related Intercreditor Agreement and/or mezzanine intercreditor agreement, as applicable, shall govern. Notwithstanding anything to the contrary in this Agreement, each of the Master Servicer Servicers and Special Servicer agrees not to take any action with respect to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. When the related Companion Holder's consent to any such action is required under the related Intercreditor Agreement, the Directing Certificateholder (other than any Companion Holder acting as Directing Certificateholder by virtue of being the Serviced Whole Loan Controlling Holder with respect to such Mortgage Loan) shall not have any consent rights related to such Mortgage Loan. Nothing herein shall be deemed to override the provisions of the Intercreditor Agreements with respect to the rights of the Companion Holders thereunder (but this statement shall not modify the duty of the Master Servicers and the Special Servicer to act in accordance with the Servicing Standard in connection with servicing actions) and in the event of any inconsistency between the provisions of an Intercreditor Agreement and the provisions of this Agreement relating to the rights and obligations of the Trustee (or the Co-Trustee, as applicable), as holder of the related Mortgage Loan, and the related Companion Holder, the Intercreditor Agreement shall control with respect to such Serviced Whole Loan. Each of the Master Servicer Servicers and Special Servicer acknowledges and agrees that each Companion Holder and mezzanine lender or its respective designee has may have the right to cure certain defaults with respect to the related Serviced Mortgage Loan, and to purchase the related Mortgage Loan Loan, as applicable, in each case pursuant to the terms and conditions of the related Intercreditor Agreement and/or mezzanine intercreditor agreement, as applicable. Notwithstanding any provision of this Agreement to the contrary, consistent with the Servicing Standards, the servicing rights and obligations of the Special Servicer with respect to the Mezz Cap AB Companion Loan will be limited pursuant to the terms of the related Mezz Cap AB Intercreditor Agreement prior to, or after the discontinuance of, a "Material Default" (as defined in Section 3(b) of such Intercreditor Agreement). Neither the Master Servicers nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any entitlement in favor of a Companion Holder under the related Intercreditor Agreement or conflict between the terms of this Agreement and the related terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement to the extent provided for therein. Each of that may otherwise require the Master Servicer and Servicers or the Special Servicer further acknowledges and agrees that to abide by any instruction or direction of a Companion Holder, neither the AB Whole Loan Controlling Holder will have the right to replace Master Servicers nor the Special Servicer solely shall be required to comply with any instruction or direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no event shall any expense arising from compliance with an Intercreditor Agreement (or from compliance with any intercreditor agreement with respect to a related mezzanine loan) constitute an expense to be borne by the related AB Whole Loan Master Servicers or Special Servicer for its own account without reimbursement. In no event shall the Master Servicers or the Special Servicer be required to consult with or obtain the consent of any Companion Holder unless such Companion Holder has delivered notice of its identity and contact information to each of the parties to this Agreement (upon which notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact information for the Companion Holders is set forth in Section 11.05 under this Agreement. In no event shall the Master Servicers or the Special Servicer be required to consult with or obtain the consent of a new Directing Certificateholder or a new Controlling Class Certificateholder if the Trustee has not delivered notice to the extent provided for herein Master Servicers or the Special Servicer as required under Section 3.27(d). No direction or disapproval of the Companion Holders shall (a) require or cause the Master Servicers or Special Servicer (i) to violate the terms of a Mortgage Loan, applicable law or any provision of this Agreement or (ii) to act, or fail to act, in any manner that is or would not be in accordance with the Servicing Standards or that would in any way fail to maintain the REMIC status of any of the Lower-Tier REMIC, the Middle-Tier REMIC and the Upper-Tier REMIC or (b) result in the related Intercreditor imposition of a "prohibited transaction" or "prohibited contribution" tax under the REMIC Provisions, or (c) materially expand the scope of the Special Servicer's, Trustee's, Co-Trustee's or each Master Servicer's responsibilities under this Agreement.

Intercreditor Agreements. (a) Each of the Master Servicer and Special Servicer acknowledges and agrees that each Serviced Whole Loan and the U-Haul Self Storage Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan, the U-Haul Self Storage Whole Loan and each Mortgage Loan with mezzanine debt in accordance with the related Intercreditor Agreement and this Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action with respect to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. Each of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder and mezzanine lender or its respective designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement and the related Intercreditor Agreement to the extent provided for therein. Each of the Master Servicer and the Special Servicer further acknowledges and agrees that the any AB Whole Loan Controlling Holder will have the right to replace the Special Servicer solely with respect to the related Serviced AB Whole Loan to the extent provided for herein and in the related Intercreditor Agreement.

Intercreditor Agreements. (a) Each of the Master Servicer and Special Servicer acknowledges and agrees that each Serviced Whole Loan Pair being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan and each Mortgage Loan with mezzanine debt Pair in accordance with the related Intercreditor Agreement and this Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreementconflict, the related Intercreditor Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action with respect to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt Pair or the related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. Each of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder and mezzanine lender or its respective designee has the right to purchase the related AB Mortgage Loan in each case pursuant to the terms and conditions of the related Intercreditor Agreement. Neither the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any entitlement in favor of a Companion Holder under the related Intercreditor Agreement or conflict between the terms of this Agreement and the related terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement to the extent provided for therein. Each of that may otherwise require the Master Servicer and or the Special Servicer further acknowledges and agrees that to abide by any instruction or direction of a Companion Holder, neither the AB Whole Loan Controlling Holder will have the right to replace Master Servicer nor the Special Servicer solely shall be required to comply with respect any instruction or direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no event shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the related AB Whole Loan Master Servicer or Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or the Special Servicer be required to consult with or obtain the extent provided consent of any Companion Holder unless such Companion Holder has delivered notice of its identity and contact information to each of the parties to this Agreement (upon which notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact information for herein the Companion Holders is set forth in Section 11.05 under this Agreement. No direction or disapproval of the Companion Holders shall (a) require or cause the Master Servicer or Special Servicer to violate the terms of a Mortgage Loan, applicable law or any provision of this Agreement, including the Master Servicer's or Special Servicer's obligation to act in accordance with the Servicing Standards and to maintain the REMIC status of each of the Lower-Tier REMIC and the Upper-Tier REMIC or (b) result in the related Intercreditor imposition of a "prohibited transaction" or "prohibited contribution" tax under the REMIC Provisions, or (c) materially expand the scope of the Special Servicer's, Trustee's or the Master Servicer's responsibilities under this Agreement.

Intercreditor Agreements. (a) Each of the Master Servicer and Special Servicer acknowledges and agrees that each Serviced Whole Loan Pair being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan Pair and each Mortgage Loan with mezzanine debt in accordance with the related Intercreditor Agreement and this Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreementconflict, the related Intercreditor Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action with respect to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt Pair or the related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. Each of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder and mezzanine lender or its respective designee has the right to purchase the related Mortgage Loan in each case pursuant to the terms and conditions of the related Intercreditor Agreement. Neither the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any entitlement in favor of a Companion Holder under the related Intercreditor Agreement or conflict between the terms of this Agreement and the related terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement to the extent provided for therein. Each of that may otherwise require the Master Servicer and or the Special Servicer further acknowledges and agrees that to abide by any instruction or direction of a Companion Holder, neither the AB Whole Loan Controlling Holder will have the right to replace Master Servicer nor the Special Servicer solely shall be required to comply with respect any instruction or direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no event shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the related AB Whole Loan Master Servicer or Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or the Special Servicer be required to consult with or obtain the extent provided consent of any Companion Holder unless such Companion Holder has delivered notice of its identity and contact information to each of the parties to this Agreement (upon which notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact information for herein the Companion Holders is set forth in Section 11.05 under this Agreement. No direction or disapproval of the Companion Holders shall (a) require or cause the Master Servicer or Special Servicer to violate the terms of a Mortgage Loan, applicable law or any provision of this Agreement, including the Master Servicer's or Special Servicer's obligation to act in accordance with the Servicing Standards and to maintain the REMIC status of each of the Lower-Tier REMIC and the Upper-Tier REMIC or (b) result in the related Intercreditor imposition of a "prohibited transaction" or "prohibited contribution" tax under the REMIC Provisions, or (c) materially expand the scope of the Special Servicer's, Trustee's or the Master Servicer's responsibilities under this Agreement.

Intercreditor Agreements. (a) Each of the Master Servicer and Special Servicer acknowledges and agrees that each Serviced Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan and each Mortgage Loan with mezzanine debt in accordance with the related Intercreditor Agreement and this Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action with respect to a Serviced Whole Loan or a any Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender, as applicable, lender to the extent that the related Intercreditor Agreement provides that such Companion Holder or mezzanine lender, as applicable, lender is required or permitted to consent to such action. Each of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder and mezzanine lender or its respective designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement and the related Intercreditor Agreement to the extent provided for therein. Each of Neither the Master Servicer and nor the Special Servicer further acknowledges shall have any liability for any cost, claim or damage that arises from any entitlement in favor of a mezzanine lender under the related Intercreditor Agreement or conflict between the terms of this Agreement and agrees the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement that may otherwise require the AB Whole Loan Controlling Holder will have the right to replace Master Servicer or the Special Servicer solely to abide by any instruction or direction of a mezzanine lender, neither the Master Servicer nor the Special Servicer shall be required to comply with respect any instruction or direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no event shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the related AB Whole Loan Master Servicer or Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or the Special Servicer be required to consult with or obtain the extent provided consent of any mezzanine lender unless such mezzanine lender has delivered notice of its identity and contact information to each of the parties to this Agreement (upon which notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact information for herein and each mezzanine lender is as set forth in the related Intercreditor Agreement. In no event shall the Master Servicer or the Special Servicer be required to consult with or obtain the consent of a new Directing Certificateholder or a new Controlling Class Certificateholder if the Paying Agent has not delivered notice to the Master Servicer or the Special Servicer as required under Section 3.28(d) or the Master Servicer or Special Servicer does not have actual knowledge of the identity and contact information of a new Directing Certificateholder or a new Controlling Class Certificateholder. No direction or disapproval of any mezzanine lender shall (a) require or cause the Master Servicer or Special Servicer to violate the terms of a Mortgage Loan, applicable law or any provision of this Agreement, including the Master Servicer’s or Special Servicer’s obligation to act in accordance with the Servicing Standard and to maintain the REMIC status of each of the Lower-Tier REMIC and the Upper-Tier REMIC and the grantor trust status of the Grantor Trust (b) result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions, or (c) materially expand the scope of the Special Servicer’s, Trustee’s, the Paying Agent’s or the Master Servicer’s responsibilities under this Agreement.

Intercreditor Agreements. (a) Each of the Master Servicer and Special Servicer acknowledges and agrees that each Serviced Whole Loan Pair being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan and each Mortgage Loan with mezzanine debt Pair in accordance with the related Intercreditor Agreement and this Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreementconflict, the related Intercreditor Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action with respect to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt Pair or the related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender, as applicable, the Grace Building Directing Holder to the extent that the related Intercreditor Agreement provides that such Companion Holder or mezzanine lender, as applicable, the Grace Building Directing Holder is required or permitted to consent to such action. Each of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder and mezzanine lender or Grace Building B Noteholder or its respective designee has the right to cure certain defaults with respect to the related AB Mortgage Loan or the Grace Building Whole Loan, respectively, and to purchase the related AB Mortgage Loan or the Grace Building Whole Loan, respectively, in each case pursuant to the terms and conditions of the related Intercreditor Agreement. Neither the Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any entitlement in favor of a Companion Holder under the related Intercreditor Agreement or conflict between the terms of this Agreement and the related terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement to that may otherwise require the extent provided for therein. Each of the Master Servicer and or the Special Servicer further acknowledges and agrees that to abide by any instruction or direction of a Companion Holder, neither the AB Whole Loan Controlling Holder will have the right to replace Servicer nor the Special Servicer solely shall be required to comply with respect any instruction or direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no event shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the related AB Whole Loan Servicer or Special Servicer for its own account without reimbursement. In no event shall the Servicer or the Special Servicer be required to consult with or obtain the extent provided consent of any Companion Holder unless such Companion Holder has delivered notice of its identity and contact information to each of the parties to this Agreement (upon which notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact information for herein and the Companion Holders is set forth in the related Intercreditor Section 11.05 under this Agreement.

Intercreditor Agreements. (a) Each of the Master Servicer and Special Servicer acknowledges and agrees that each Serviced Whole Loan Pair being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan Pair and each Mortgage Loan with mezzanine debt in accordance with the related Intercreditor Agreement and this Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action with respect to a Serviced Whole Loan Pair or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. Each of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder and mezzanine lender or its respective designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of the related Intercreditor Agreement. Neither the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any entitlement in favor of a Companion Holder or mezzanine lender under the related Intercreditor Agreement or conflict between the terms of this Agreement and the related terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement to the extent provided for therein. Each of that may otherwise require the Master Servicer and or the Special Servicer further acknowledges and agrees that to abide by any instruction or direction of a Companion Holder or mezzanine lender, neither the AB Whole Loan Controlling Holder will have the right to replace Master Servicer nor the Special Servicer solely shall be required to comply with respect any instruction or direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no event shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the related AB Whole Loan Master Servicer or Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or the Special Servicer be required to consult with or obtain the extent provided consent of any Companion Holder or mezzanine lender unless such Companion Holder or mezzanine lender has delivered notice of its identity and contact information to each of the parties to this Agreement (upon which notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact information for herein the Companion Holders and mezzanine lenders is as set forth in the related Intercreditor Agreement, or as otherwise set forth in Section 12.05 of this Agreement. No direction or disapproval of the Companion Holders or the mezzanine lenders shall (a) require or cause the Master Servicer or Special Servicer to violate the terms of a Mortgage Loan, applicable law or any provision of this Agreement, including the Master Servicer's or Special Servicer's obligation to act in accordance with the Servicing Standards and to maintain the REMIC status of each of the Lower-Tier REMIC and the Upper-Tier REMIC or (b) result in the imposition of a "prohibited transaction" or "prohibited contribution" tax under the REMIC Provisions, or (c) materially expand the scope of the Special Servicer's, Trustee's, the Paying Agent's or the Master Servicer's responsibilities under this Agreement.

Intercreditor Agreements. (a) Each of the Master Servicer and Special Servicer acknowledges and agrees that each Serviced Whole Loan Pair being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan Pair and each Mortgage Loan with mezzanine debt in accordance with the related Intercreditor Agreement and this Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action with respect to a Serviced Whole Loan Pair or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. Each of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder and mezzanine lender or its respective designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of the related Intercreditor Agreement. Neither the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any entitlement in favor of a Companion Holder or mezzanine lender under the related Intercreditor Agreement or conflict between the terms of this Agreement and the related terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement to the extent provided for therein. Each of that may otherwise require the Master Servicer and or the Special Servicer further acknowledges and agrees that to abide by any instruction or direction of a Companion Holder or mezzanine lender, neither the AB Whole Loan Controlling Holder will have the right to replace Master Servicer nor the Special Servicer solely shall be required to comply with respect any instruction or direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no event shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the Master Servicer or Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or the Special Servicer be required to consult with or obtain the consent of any Companion Holder or mezzanine lender unless such Companion Holder or mezzanine lender has delivered notice of its identity and contact information to each of the parties to this Agreement (upon which notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact information for the Companion Holders and mezzanine lenders is set forth in Section 12.05 under this Agreement. In no event shall the Master Servicer or the Special Servicer be required to consult with or obtain the consent of a new Directing Certificateholder or a new Controlling Class Certificateholder if the Paying Agent has not delivered notice to the related AB Whole Loan Master Servicer or the Special Servicer as required under Section 3.28(d). No direction or disapproval of the Companion Holders or the mezzanine lenders shall (a) require or cause the Master Servicer or Special Servicer to violate the extent provided for herein terms of a Mortgage Loan, applicable law or any provision of this Agreement, including the Master Servicer's or Special Servicer's obligation to act in accordance with the Servicing Standards and to maintain the REMIC status of each of the Lower-Tier REMIC and the Upper-Tier REMIC or (b) result in the related Intercreditor imposition of a "prohibited transaction" or "prohibited contribution" tax under the REMIC Provisions, or (c) materially expand the scope of the Special Servicer's, Trustee's, the Paying Agent's or the Master Servicer's responsibilities under this Agreement.

Intercreditor Agreements. (a) Each of the Master Servicer Servicers and Special Servicer with respect to the Mortgage Loan it is servicing hereunder acknowledges and agrees agrees, as applicable, that each Serviced Whole Loan Pair being serviced by it under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan Pair and each Mortgage Loan with mezzanine debt in accordance with the related Intercreditor Agreement and this Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreementconflict, the related Intercreditor Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicer Servicers and Special Servicer agrees not to take any action with respect to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt Pair or the related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. Each of the Master Servicer Servicers and Special Servicer acknowledges and agrees that each Companion Holder and mezzanine lender or its respective designee has the right to purchase the related AB Mortgage Loan in each case pursuant to the terms and conditions of the related Intercreditor Agreement. Neither the Master Servicers nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any entitlement in favor of a Companion Holder under the related Intercreditor Agreement or conflict between the terms of this Agreement and the related terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement to the extent provided for therein. Each of that may otherwise require the Master Servicer and Servicers or the Special Servicer further acknowledges and agrees that to abide by any instruction or direction of a Companion Holder, neither the AB Whole Loan Controlling Holder will have the right to replace Master Servicers nor the Special Servicer solely shall be required to comply with respect any instruction or direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no event shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the related AB Whole Loan Master Servicers or Special Servicer for its own account without reimbursement. In no event shall the Master Servicers or the Special Servicer be required to consult with or obtain the extent provided consent of any Companion Holder unless such Companion Holder has delivered notice of its identity and contact information to each of the parties to this Agreement (upon which notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact information for herein the Companion Holders is set forth in Section 11.05 under this Agreement. No direction or disapproval of the Companion Holders shall (a) require or cause the Master Servicers or Special Servicer to violate the terms of a Mortgage Loan, applicable law or any provision of this Agreement, including each Master Servicer's or Special Servicer's obligation to act in accordance with the Servicing Standards and to maintain the REMIC status of each of the Lower-Tier REMIC and the Upper-Tier REMIC or (b) result in the related Intercreditor imposition of a "prohibited transaction" or "prohibited contribution" tax under the REMIC Provisions, or (c) materially expand the scope of the Special Servicer's, Trustee's or each Master Servicer's responsibilities under this Agreement.

Intercreditor Agreements. (a) Each of the Master Servicer and Special Servicer acknowledges and agrees that each Serviced Whole Loan Pair (other than the Somerset Collection Mortgage Loan) being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan and each Mortgage Loan with mezzanine debt Pair in accordance with the related Intercreditor Agreement and this Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action with respect to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt Pair or the related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. Each of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder and mezzanine lender or its respective designee has the right to cure certain defaults with respect to the related AB Mortgage Loan and to purchase the related AB Mortgage Loan in each case pursuant to the terms and conditions of the related Intercreditor Agreement. Neither the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any entitlement in favor of a Companion Holder under the related Intercreditor Agreement or conflict between the terms of this Agreement and the related terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement to the extent provided for therein. Each of that may otherwise require the Master Servicer and or the Special Servicer further acknowledges and agrees that to abide by any instruction or direction of a Companion Holder, neither the AB Whole Loan Controlling Holder will have the right to replace Master Servicer nor the Special Servicer solely shall be required to comply with respect any instruction or direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no event shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the related AB Whole Loan Master Servicer or Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or the Special Servicer be required to consult with or obtain the extent provided for herein consent of any Companion Holder unless such Companion Holder has delivered notice of its identity and in contact information to each of the related Intercreditor Agreementparties to this Agreement (upon which notice each of the parties to this Agreement shall be conclusively entitled to rely).

Intercreditor Agreements. (a) Each of the Master Servicer and Special Servicer acknowledges and agrees that each Serviced Whole Loan and ESK Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan, ESK Whole Loan and each Mortgage Loan with mezzanine debt in accordance with the related Intercreditor Agreement and this Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action with respect to a Serviced Whole Loan, the ESK Whole Loan or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior consent of the related Companion Holder Holder, Class ESK Directing Certificateholder (prior to the occurrence and continuance of an ESK Control Appraisal Period) or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement provides that such Companion Holder Holder, holder of the ESK Companion Loan or mezzanine lender, as applicable, is required or permitted to consent to such action. Each of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder Holder, the Class ESK Directing Certificateholder (prior to the occurrence and continuance of an ESK Control Appraisal Period) and each mezzanine lender or its respective designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement and the related Intercreditor Agreement to the extent provided for therein. Each of the Master Servicer and the Special Servicer further acknowledges and agrees that prior to the occurrence of an AB Control Appraisal Period any AB Whole Loan Controlling Holder or the Class ESK Directing Certificateholder, as applicable, will have the right to replace the Special Servicer solely with respect to the related Serviced AB Whole Loan or ESK Whole Loan, as applicable, to the extent provided for herein and in the related Intercreditor Agreement.

Intercreditor Agreements. (a) Each of the Master Servicer and Special Servicer acknowledges and agrees that each Serviced Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan and each Mortgage Loan with mezzanine debt in accordance with the related Intercreditor Agreement and this Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action with respect to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. Each of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder and mezzanine lender or its respective designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement and the related Intercreditor Agreement to the extent provided for therein. Each of Neither the Master Servicer and nor the Special Servicer further acknowledges shall have any liability for any cost, claim or damage that arises from any entitlement in favor of a Companion Holder or mezzanine lender under the related Intercreditor Agreement or conflict between the terms of this Agreement and agrees the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement that may otherwise require the AB Whole Loan Controlling Holder will have the right to replace Master Servicer or the Special Servicer solely to abide by any instruction or direction of a Companion Holder or mezzanine lender, neither the Master Servicer nor the Special Servicer shall be required to comply with respect any instruction or direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no event shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the related AB Whole Loan Master Servicer or Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or the Special Servicer be required to consult with or obtain the extent provided consent of any Companion Holder or mezzanine lender unless such Companion Holder or mezzanine lender has delivered notice of its identity and contact information to each of the parties to this Agreement (upon which notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact information for herein the Companion Holders and mezzanine lenders is as set forth in the related Intercreditor Agreement, or as otherwise set forth in Section 12.05 of this Agreement. No direction or disapproval of the Companion Holders or the mezzanine lenders shall (a) require or cause the Master Servicer or Special Servicer to violate the terms of a Mortgage Loan, applicable law or any provision of this Agreement, including the Master Servicer's or Special Servicer's obligation to act in accordance with the Servicing Standards and to maintain the REMIC status of each of the Lower-Tier REMIC and the Upper-Tier REMIC or the grantor trust status of the Grantor Trust or (b) result in the imposition of a "prohibited transaction" or "prohibited contribution" tax under the REMIC Provisions, or (c) materially expand the scope of the Special Servicer's, Trustee's, the Paying Agent's or the Master Servicer's responsibilities under this Agreement.

Intercreditor Agreements. (a) Each of the Master Servicer and Special Servicer acknowledges and agrees that each Serviced Whole Loan Pair being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement intercreditor agreement and each agrees to service each such Serviced Whole Loan Pair and each Mortgage Loan with mezzanine debt in accordance with the related Intercreditor Agreement intercreditor agreement and this Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement intercreditor agreement and, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreementintercreditor agreement, the related Intercreditor Agreement intercreditor agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action with respect to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt Pair or the related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement intercreditor agreement provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. Each of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder and mezzanine lender or its respective designee has the right to purchase the related AB Mortgage Loan in each case pursuant to the terms and conditions of the related intercreditor agreement. Neither the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any entitlement in favor of a Companion Holder under the related Intercreditor Agreement or conflict between the terms of this Agreement and the related terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement to the extent provided for therein. Each of that may otherwise require the Master Servicer and or the Special Servicer further acknowledges and agrees that to abide by any instruction or direction of a Companion Holder, neither the AB Whole Loan Controlling Holder will have the right to replace Master Servicer nor the Special Servicer solely shall be required to comply with respect any instruction or direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no event shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the Master Servicer or Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or the Special Servicer be required to consult with or obtain the consent of any Companion Holder unless such Companion Holder has delivered notice of its identity and contact information to each of the parties to this Agreement (upon which notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact information for the Companion Holders is set forth in Section 12.05 under this Agreement. In no event shall the Master Servicer or the Special Servicer be required to consult with or obtain the consent of a new Directing Certificateholder or a new Controlling Class Certificateholder if the Paying Agent has not delivered notice to the related AB Whole Loan Master Servicer or the Special Servicer as required under Section 3.28(d). No direction or disapproval of the Companion Holders shall (a) require or cause the Master Servicer or Special Servicer to violate the extent provided for herein terms of a Mortgage Loan, applicable law or any provision of this Agreement, including the Master Servicer's or Special Servicer's obligation to act in accordance with the Servicing Standards and to maintain the REMIC status of each of the Lower-Tier REMIC and the Upper-Tier REMIC or (b) result in the related Intercreditor imposition of a "prohibited transaction" or "prohibited contribution" tax under the REMIC Provisions, or (c) materially expand the scope of the Special Servicer's, Trustee's or the Master Servicer's responsibilities under this Agreement.

Intercreditor Agreements. (a) Each of the Master Servicer Servicers and Special Servicer acknowledges and agrees that each Serviced Whole Loan Pair being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan Pair and each Mortgage Loan with mezzanine debt in accordance with the related Intercreditor Agreement and this Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and, subject to Section 3.11(e) hereof, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicer Servicers and Special Servicer agrees not to take any action with respect to a Serviced Whole Loan Pair or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. Each of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder and mezzanine lender or its respective designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement and the related Intercreditor Agreement to the extent provided for therein. Each of Neither the Master Servicer and Servicers nor the Special Servicer further acknowledges shall have any liability for any cost, claim or damage that arises from any entitlement in favor of a Companion Holder or mezzanine lender under the related Intercreditor Agreement or conflict between the terms of this Agreement and agrees the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement that may otherwise require the AB Whole Loan Controlling Holder will have the right to replace Master Servicers or the Special Servicer solely to abide by any instruction or direction of a Companion Holder or mezzanine lender, neither the Master Servicers nor the Special Servicer shall be required to comply with respect any instruction or direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no event shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the related AB Whole Loan Master Servicers or Special Servicer for its own account without reimbursement. In no event shall the Master Servicers or the Special Servicer be required to consult with or obtain the extent provided consent of any Companion Holder or mezzanine lender unless such Companion Holder or mezzanine lender has delivered notice of its identity and contact information to each of the parties to this Agreement (upon which notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact information for herein the Companion Holders and mezzanine lenders is as set forth in the related Intercreditor Agreement, or as otherwise set forth in Section 12.05 of this Agreement. No direction or disapproval of the Companion Holders or the mezzanine lenders shall (a) require or cause the Master Servicers or Special Servicer to violate the terms of a Mortgage Loan, applicable law or any provision of this Agreement, including the applicable Master Servicer's or Special Servicer's obligation to act in accordance with the Servicing Standards and to maintain the REMIC status of each of the Lower-Tier REMIC and the Upper-Tier REMIC or (b) result in the imposition of a "prohibited transaction" or "prohibited contribution" tax under the REMIC Provisions, or (c) materially expand the scope of the Special Servicer's, Trustee's, the Paying Agent's or each Master Servicer's responsibilities under this Agreement.

Intercreditor Agreements. (a) Each of the Master Servicer Servicers and Special Servicer acknowledges and agrees that each Serviced Whole Loan Pair being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement and/or related mezzanine intercreditor agreement, as applicable, and each agrees to service each such Serviced Whole Loan Pair and each Mortgage Loan with mezzanine debt in accordance with the related Intercreditor Agreement and/or related mezzanine intercreditor agreement, as applicable, and this Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreementconflict, the related Intercreditor Agreement intercreditor agreement shall govern. Notwithstanding anything to the contrary in this Agreement, each of the Master Servicer Servicers and Special Servicer agrees not to take any action with respect to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt Pair or the related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. When the related Companion Holder's consent to any such action is required under the related Intercreditor Agreement, the Directing Certificateholder shall not have any consent rights related to such Mortgage Loan. To the extent consistent with the Servicing Standards, nothing herein shall be deemed to override the provisions of the Intercreditor Agreements with respect to the rights of the Companion Holders thereunder and in the event of any inconsistency between the provisions of an Intercreditor Agreement and the provisions of this Agreement relating to the rights and obligations of the Trustee, as holder of the related Mortgage Loan, and the related Companion Holder, the Intercreditor Agreement shall control with respect to such Loan Pair. Each of the Master Servicer Servicers and Special Servicer acknowledges and agrees that each Companion Holder and mezzanine lender or its respective designee has may have the right to cure certain defaults with respect to the related AB Mortgage Loan or Mortgage Loan, and to purchase the related AB Mortgage Loan or Mortgage Loan, as applicable, in each case pursuant to the terms and conditions of the related intercreditor agreement. Notwithstanding any provision of this Agreement to the contrary, consistent with the Servicing Standards, the servicing rights and obligations of the Special Servicer with respect to the Mezz Cap AB Companion Loan will be limited pursuant to the terms of the related Mezz Cap AB Intercreditor Agreement prior to, or after the discontinuance of, a "Material Default" (as defined in Section 3(b) of such Intercreditor Agreement). Notwithstanding any provision of this Agreement to the contrary, consistent with the Servicing Standard, neither the applicable Master Servicer nor the Special Servicer shall accept from the related Mortgagor a Principal Prepayment, in part, with respect to the Pearson PLC Building--Lawrence AB Mortgage Loan unless refusing to accexx xxxx Principal Prepxxxxxx xx xart would be contrary to the related Mortgage Loan documents or result in a qualification, downgrade or withdrawal of any of the ratings assigned by a Rating Agency to the Certificates. Neither the Master Servicers nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any entitlement in favor of a Companion Holder under the related Intercreditor Agreement or conflict between the terms of this Agreement and the related terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement to the extent provided for therein. Each of that may otherwise require the Master Servicer and Servicers or the Special Servicer further acknowledges and agrees that to abide by any instruction or direction of a Companion Holder, neither the AB Whole Loan Controlling Holder will have the right to replace Master Servicers nor the Special Servicer solely shall be required to comply with any instruction or direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no event shall any expense arising from compliance with an Intercreditor Agreement (or from compliance with any intercreditor agreement with respect to a related mezzanine loan) constitute an expense to be borne by the related AB Whole Loan Master Servicers or Special Servicer for its own account without reimbursement. In no event shall the Master Servicers or the Special Servicer be required to consult with or obtain the consent of any Companion Holder unless such Companion Holder has delivered notice of its identity and contact information to each of the parties to this Agreement (upon which notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact information for the Companion Holders is set forth in Section 11.05 under this Agreement. In no event shall the Master Servicers or the Special Servicer be required to consult with or obtain the consent of a new Directing Certificateholder or a new Controlling Class Certificateholder if the Paying Agent has not delivered notice to the extent provided for herein Master Servicers or the Special Servicer as required under Section 3.28(d). No direction or disapproval of the Companion Holders shall (a) require or cause the Master Servicers or Special Servicer (i) to violate the terms of a Mortgage Loan, applicable law or any provision of this Agreement or (ii) to act, or fail to act, in any manner that is or would not be in accordance with the Servicing Standards or that would in any way fail to maintain the REMIC status of each of the Lower-Tier REMIC and the Upper-Tier REMIC or (b) result in the related Intercreditor imposition of a "prohibited transaction" or "prohibited contribution" tax under the REMIC Provisions, or (c) materially expand the scope of the Special Servicer's, Trustee's or each Master Servicer's responsibilities under this Agreement.