Common use of Transfer of Notes Clause in Contracts

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the Borrower or an Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has Holders have consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, or (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other HolderHolders. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the related Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the any Borrower or an Affiliate of the Borrower Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder agrees it shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note Note, except to a Qualified Transferee, unless (i) prior to a Securitization of any Note, the other Holder has Holders have consented to such Transfer, in which case the related transferee (and its Affiliates) shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, or (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any With respect to any Transfers pursuant to (i) or (ii) above (except with respect to a Transfer to a Securitization Trust) such transferee must (x) assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and and, if applicable, the Servicing Agreement. Such proposed transferee Agreement and (except in the case of Transfers that are made in connection with a Securitizationy) shall also remake each of the representations and warranties contained herein for the benefit of the other HolderHolders. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an a Borrower Party Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. None of the provisions of this Section 12(a) shall apply in the case of a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization PSA.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder agrees it shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note Note, except to a Qualified Transferee, unless (i) prior to a Securitization of any Note, the other Holder has Holders have consented to such Transfer, in which case the related transferee (and its Affiliates) shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, or (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any With respect to any Transfers pursuant to (i) or (ii) above (except with respect to a Transfer to a Securitization Trust) such transferee must (x) assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and and, if applicable, the Servicing Agreement. Such proposed transferee Agreement and (except in the case of Transfers that are made in connection with a Securitizationy) shall also remake each of the representations and warranties contained herein for the benefit of the other HolderHolders. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an a Borrower Party Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note Note, whether or not the related transferee is a Qualified Transferee Transferee, without a Rating Agency ConfirmationConfirmation or the consent of any other Holder. Each Holder agrees it shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note Note, unless the transferee is a Qualified Transferee or (i) prior to a Securitization of any Note, the other Holder has Holders have consented to such Transfer, in which case the related transferee (and its Affiliates) shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, or (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer must be to a Qualified Transferee. Any With respect to any Transfers pursuant to (i) or (ii) above (except with respect to a Transfer to a Securitization Trust) such transferee must (x) assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and and, if applicable, the Servicing Agreement. Such proposed transferee Agreement and (except in the case of Transfers that are made in connection with a Securitizationy) shall also remake each of the representations and warranties contained herein for the benefit of the other HolderHolders. Notwithstanding the foregoing, without the each non-transferring Holder’s prior consent (which will shall not be unreasonably withheld), and, if any such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the related Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an a Borrower Party Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, or (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an Affiliate of the a Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the Borrower or an Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the each other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, or (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the each non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if any such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the applicable Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the any Borrower or an Affiliate of the Borrower Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, or (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the Borrower or an Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder agrees it shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note Note, except to a Qualified Transferee, unless (i) prior to a Securitization of any Note, the other Holder has Holders have consented to such Transfer, in which case the related transferee (and its Affiliates) shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, or (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any With respect to any Transfers pursuant to (i) or (ii) above (except with respect to a Transfer to a Securitization Trust) such transferee must (x) assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and and, if applicable, the Servicing Agreement. Such proposed transferee Agreement and (except in the case of Transfers that are made in connection with a Securitizationy) shall also remake each of the representations and warranties contained herein for the benefit of the other HolderHolders. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the Borrower or an a Borrower Party Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) aggregate of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) aggregate of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, or (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the Borrower or an Affiliate of the a Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its beneficial interest in its respective Note whether or not (a “Transfer”) except to a Qualified Institutional Lender. Promptly after any Transfer (other than any Transfer between Initial Holders), non-transferring Holders shall be provided with (x) a representation from the related transferee or the applicable Holder certifying that such transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% Institutional Lender (except in the aggregatecase of a Transfer in accordance with the immediately following sentence) and (y) a copy of its beneficial interest in its Note unless (i) prior to a Securitization an assignment and assumption agreement whereby such transferee assumes all of any Note, the other obligations of the applicable Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received hereunder with respect to such Transfer, in which case the related transferee shall Note thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder accruing and agree agrees to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee If a Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (except a) obtain the consent of each non-transferring Holder and (b) if any such non-transferring Holder’s Note is held in the case of Transfers that are made in connection with a Securitization) shall also remake Securitization Trust, provide each of the representations and warranties contained herein applicable engaged Rating Agencies for the benefit of the other Holdersuch Securitization Trust with a Rating Agency Confirmation. Notwithstanding the foregoing, without the each non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such any non-transferring Holder’s Note is held in a SecuritizationSecuritization Trust, without until a Rating Agency Confirmation from is provided to each engaged Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with for such SecuritizationSecuritization Trust, no Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or an Affiliate of the a Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. The transferring Holder agrees that it shall pay the expenses of any non-transferring Holder (including all expenses of the Master Servicer, the Special Servicer and the Trustee) and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Holder shall have the right, without the need to obtain the consent of any other Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note to an entity that is not the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party. None of the provisions of this Section 18(a) shall apply in the case of (1) a sale of the Lead Securitization Notes together with all of the Non-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust., or (3) the Transfer of any securities issued by a Securitization Trust.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s Holders’ prior consent (which will not be unreasonably withheld), and, if any such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the Borrower or an Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has Holders have consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, or (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other HolderHolders. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the any Borrower or an Affiliate of the Borrower Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. None of the provisions of this Section 12(a) shall apply in the case of the sale of all of the Notes (upon the Mortgage Loan becoming a Defaulted Mortgage Loan) as a collective whole to a single entity, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder agrees it shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note Note, except to a Qualified Transferee, unless (i) prior to a Securitization of any Note, the other Holder has Holders have consented to such Transfer, in which case the related transferee (and its Affiliates) shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, or (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any With respect to any Transfers pursuant to (i) or (ii) above (except with respect to a Transfer to a Securitization Trust) such transferee must (x) assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and and, if applicable, the Servicing Agreement. Such proposed transferee Agreement and (except in the case of Transfers that are made in connection with a Securitizationy) shall also remake each of the representations and warranties contained herein for the benefit of the other HolderHolders. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an Affiliate of the Borrower Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, or (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made Other than in connection with a Securitization) the Securitization of any Note, such proposed transferee shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an Affiliate of the a Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, or (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the Borrower or an Affiliate of the a Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has Holders have consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s Holders’ prior consent (which will not be unreasonably withheld), and, if any such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the Borrower or an Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

Transfer of Notes. (a) Each Holder may Transfer up to 49% or less in the aggregate (in the aggregateone or more transactions) of its beneficial interest in its Note Note, whether or not the related transferee is a Qualified Transferee Institutional Lender without a Rating Agency Confirmationthe consent or approval of the other Holder, the Servicer or any other Person, provided that any such Transfer shall be made in accordance with the conditions in the second succeeding sentence below. Each No Holder shall not Transfer more than 49% (in the aggregateone or more transactions) of its beneficial interest in its Note Note, unless (i) prior to a Securitization of any Note, the other Holder has consented (which consent shall not be unreasonably withheld, conditioned, or delayed) to such TransferTransfer (and the transferring Holder shall have paid all reasonable out-of-pocket costs and expenses of the non-transferring Holder in connection with obtaining any such consent), in which case the related transferee shall thereafter be deemed to be a “Qualified TransfereeInstitutional Lender” for all purposes under this Agreementagreement, or (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified TransfereeInstitutional Lender, provided any such Transfer made pursuant to clauses (i) or (ivii) of this sentence shall be made in accordance with the conditions in the next sentence of this Section 16(a). Each Holder agrees that each Transfer to be made by it under clauses (a) or (b) of this Section 16 is subject to the following conditions: (i) all such Transfer is Transfers shall be made upon at least three (3) Business Days’ prior written notice to the other Holder, (ii) a transferee of any interest in connection with a sale by a Securitization trust. Any such Note shall (x) execute an assignment and assumption agreement whereby such transferee must assume in writing assumes all or a ratable portion, as the case may be, of the obligations of the transferring Holder hereunder with respect to the transferred Note from and agree after the date of such assignment (or, in the case of a pledge, collateral assignment or other encumbrance by the transferring Holder of its Note solely as security for a loan to such transferring Holder, made by a third-party lender whereby the transferring Holder remains fully liable under this Agreement, such third party lender executes an agreement that such lender shall be bound by the terms and provisions of this Agreement and the obligations of the transferring Holder hereunder on and after the date on which such lender succeeds to the rights of the transferring Holder hereunder by foreclosure or otherwise) and (y) agree in writing to be bound by the Servicing Agreement. Such , unless the Servicing Agreement is not then in effect with respect to the Mortgage Loan, in which event the parties will enter into or agree to be bound by any replacement servicing agreement therefor in accordance with the provisions of Section 2 and (iii) the proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake remakes each of the representations and warranties contained herein for the benefit of the other HolderHolder (other than the representation that the transferee is a Qualified Institutional Lender for transfers made pursuant to subsection (i) of the second sentence of this Section 16(a)). Notwithstanding anything to the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitizationcontrary contained herein, no Holder shall in any event Transfer all or any portion of its Note to a Borrower Party unless the Borrower or an Affiliate of the Borrower other Holder has consented to such Transfer, and any such Transfer without having obtained such prior consent shall be absolutely null void ab initio. Upon the consummation of a Transfer of all or any portion of a Note, the transferring Person shall be released from all liability arising under this Agreement with respect to such Note (or the portion thereof that was the subject of such Transfer), for the period after the effective date of such Transfer (it being understood and void and agreed that the foregoing release shall vest no rights not apply in the purported transfereecase of a sale, assignment, transfer or other disposition of a participation interest in a Note as described in clause (b) below).

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the Borrower or an Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its beneficial interest in its respective Note whether (a “Transfer”) except to a Qualified Institutional Lender. Promptly after any Transfer (other than any Transfer between Initial Holders or not any Transfer by an Initial Holder to a Securitization Trust), non-transferring Holders shall be provided with (i) a representation from the related transferee or the applicable Holder certifying that such transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% Institutional Lender (except in the aggregatecase of a Transfer in accordance with the immediately following sentence) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, and (ii) after a Securitization copy of any Note, a Rating Agency Confirmation has been received an assignment and assumption agreement whereby such transferee assumes all of the obligations of the applicable Holder hereunder with respect to such Transfer, in which case the related transferee shall Note thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder accruing and agree agrees to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee If a Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (except a) obtain the consent of each non-transferring Holder and (b) if any such non-transferring Holder’s Note is held in the case of Transfers that are made in connection with a Securitization) shall also remake Securitization Trust, provide each of the representations and warranties contained herein applicable engaged Rating Agencies for the benefit of the other Holdersuch Securitization Trust with a Rating Agency Confirmation. Notwithstanding the foregoing, without the each non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such any non-transferring Holder’s Note is held in a SecuritizationSecuritization Trust, without until a Rating Agency Confirmation from is provided to each engaged Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with for such SecuritizationSecuritization Trust, no Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Borrower or an Affiliate of the a Borrower Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. The transferring Holder agrees that it shall pay the expenses of any non-transferring Holder (including all expenses of the Master Servicer, the Special Servicer and the Trustee) and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Holder shall have the right, without the need to obtain the consent of any other Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note to an entity that is not the Borrower or a Borrower Related Party. None of the provisions of this Section 18(a) shall apply in the case of (1) a sale of the Lead Securitization Notes together with all of the Non-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Property, upon the Mortgage Loan becoming a Defaulted Mortgage Loan (as defined in the Lead Securitization Servicing Agreement), to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust, or (3) the Transfer of any securities issued by a Securitization Trust.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder agrees it shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note Note, except to a Qualified Transferee, unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee (and its Affiliates) shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, or (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any With respect to any Transfers pursuant to (i) or (ii) above (except with respect to a Transfer to a Securitization Trust) such transferee must (x) assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and and, if applicable, the Servicing Agreement. Such proposed transferee Agreement and (except in the case of Transfers that are made in connection with a Securitizationy) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an a Borrower Party Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. None of the provisions of this Section 12(a) shall apply in the case of a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization PSA.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate, taking into account all prior transfers) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate, taking into account all prior transfers) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has Holders have consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, Transferee or (iv) such Transfer is in connection with a sale by a Securitization trustTrust, provided that if such Transfer is of the Lead Note, such Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake hereby assumes the obligations of the transferring Holder hereunder and agrees to be bound by the terms and provisions of this Agreement and the Servicing Agreement and remakes each of the representations and warranties contained herein for the benefit of the other HolderHolders. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the any Borrower or an Affiliate of the Borrower Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. None of the provisions of this Section 12(a) shall apply in the case of the sale of all of the Notes (upon the Mortgage Loan becoming a Defaulted Mortgage Loan) as a collective whole to a single entity, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder agrees it shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note Note, except to a Qualified Transferee, unless (i) prior to a Securitization of any Note, the other Holder has Holders have consented to such Transfer, in which case the related transferee (and its Affiliates) shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, or (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any With respect to any Transfers pursuant to (i) or (ii) above (except with respect to a Transfer to a Securitization Trust) such transferee must (x) assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and and, if applicable, the Servicing Agreement. Such proposed transferee Agreement and (except in the case of Transfers that are made in connection with a Securitizationy) shall also remake each of the representations and warranties contained herein for the benefit of the other HolderHolders. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an a Borrower Party Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. None of the provisions of this Section 12(a) shall apply in the case of a sale of Note A-1 together with Note A-2 and Note A-3, in accordance with the terms and conditions of the Lead Securitization PSA.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, Transferee or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an Affiliate of the a Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. None of the provisions of this Section 12(a) shall apply in the case of a sale of Note A-1 together with Note A-2, in accordance with the terms and conditions of the Lead Securitization PSA.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder agrees it shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note Note, except to a Qualified Transferee, unless (i) prior to a Securitization of any Note, the other Holder has Holders have consented to such Transfer, in which case the related transferee (and its Affiliates) shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, or (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any With respect to any Transfers pursuant to (i) or (ii) above (except with respect to a Transfer to a Securitization Trust) such transferee must (x) assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and and, if applicable, the Servicing Agreement. Such proposed transferee Agreement and (except in the case of Transfers that are made in connection with a Securitizationy) shall also remake each of the representations and warranties contained herein for the benefit of the other HolderHolders. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an a Borrower Party Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. None of the provisions of this Section 12(a) shall apply in the case of a sale of Note A-1 together with the other Notes in accordance with the terms and conditions of the Lead Securitization PSA.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, or (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made Other than in connection with a Securitization) the Securitization of any Note, such proposed transferee shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the Borrower or an Affiliate of the a Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, Transferee or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an Affiliate of the a Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. None of the provisions of this Section 12(a) shall apply in the case of a sale of Note A-1 together with Note A-2 and Note A-3, in accordance with the terms and conditions of the Lead Securitization PSA.

Transfer of Notes. (a) Each Note Holder may Transfer up to 49% (in the aggregate) agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its beneficial interest in its respective Note whether or not (a “Transfer”) except to a Qualified Institutional Lender. Promptly after any Transfer, non-transferring Note Holders shall be provided with (x) a representation from the related transferee or the applicable Note Holder certifying that such transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee Institutional Lender (except in the case of Transfers a Transfer in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 14. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that are made is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) if any such non-transferring Note Holder’s Note is held in connection with a Securitization) shall also remake Securitization Trust, provide each of the representations and warranties contained herein applicable engaged Rating Agencies for the benefit of the other Holdersuch Securitization Trust with a Rating Agency Confirmation. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such any non-transferring Note Holder’s Note is held in a SecuritizationSecuritization Trust, without until a Rating Agency Confirmation from is provided to each engaged Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with for such SecuritizationSecuritization Trust, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrowers or a Mortgage Loan Borrower or an Affiliate of the Borrower Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.. The transferring Note Holder agrees that it shall pay the expenses of any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer and the Trustee) and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of any other Note Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note to an entity that is not a Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party. None of the provisions of this Section 18(a) shall apply in the case of (1) a sale of the Lead Securitization Notes together with all of the Non-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust. CO-Lender Agreement (11 Madison Avenue) 54

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder agrees it shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note Note, except to a Qualified Transferee, unless (i) prior to a Securitization of any Note, the other Holder has Holders have consented to such Transfer, in which case the related transferee (and its Affiliates) shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, or (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any With respect to any Transfers pursuant to (i) or (ii) above (except with respect to a Transfer to a Securitization Trust) such transferee must (x) assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and and, if applicable, the Servicing Agreement. Such proposed transferee Agreement and (except in the case of Transfers that are made in connection with a Securitizationy) shall also remake each of the representations and warranties contained herein for the benefit of the other HolderHolders. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an a Borrower Party Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. None of the provisions of this Section 12(a) shall apply in the case of a sale of Note A-1 together with Note A-2, in accordance with the terms and conditions of the Lead Securitization PSA.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has Holders have consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, Transferee or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake hereby assumes the obligations of the transferring Holder hereunder and agrees to be bound by the terms and provisions of this Agreement and the Servicing Agreement and (ii) remakes each of the representations and warranties contained herein for the benefit of the other HolderHolders. Notwithstanding the foregoing, without the each non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the Borrower or an a Borrower Party Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. None of the provisions of this Section 12(a) shall apply in the case of a sale of Note A-1 together with Note A-2, Note A-3 and Note A-4, in accordance with the terms and conditions of the Lead Securitization PSA.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its beneficial interest in its respective Note whether or not (a “Transfer”) except to a Qualified Institutional Lender. Promptly after any Transfer (other than any Transfer between Initial Holders), non-transferring Holders shall be provided with (x) a representation from the related transferee or the applicable Holder certifying that such transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% Institutional Lender (except in the aggregatecase of a Transfer in accordance with the immediately following sentence) and (y) a copy of its beneficial interest in its Note unless (i) prior to a Securitization an assignment and assumption agreement whereby such transferee assumes all of any Note, the other obligations of the applicable Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received hereunder with respect to such Transfer, in which case the related transferee shall Note thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder accruing and agree agrees to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee If a Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (except a) obtain the consent of each non-transferring Holder and (b) if any such non-transferring Holder’s Note is held in the case of Transfers that are made in connection with a Securitization) shall also remake Securitization Trust, provide each of the representations and warranties contained herein applicable engaged Rating Agencies for the benefit of the other Holdersuch Securitization Trust with a Rating Agency Confirmation. Notwithstanding the foregoing, without the each non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such any non-transferring Holder’s Note is held in a SecuritizationSecuritization Trust, without until a Rating Agency Confirmation from is provided to each engaged Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with for such SecuritizationSecuritization Trust, no Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or an Affiliate of the a Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. The transferring Holder agrees that it shall pay the expenses of any non-transferring Holder (including all expenses of the Master Servicer, the Special Servicer and the Trustee) and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Holder shall have the right, without the need to obtain the consent of any other Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note to an entity that is not the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party. None of the provisions of this Section 18(a) shall apply in the case of (1) a sale of the Lead Securitization Notes together with all of the Non-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Mortgage Loan (as defined in the Lead Securitization Servicing Agreement), to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust, or (3) the Transfer of any securities issued by a Securitization Trust.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has Holders have consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, Transferee or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake hereby assumes the obligations of the transferring Holder hereunder and agrees to be bound by the terms and provisions of this Agreement and the Servicing Agreement and (ii) remakes each of the representations and warranties contained herein for the benefit of the other HolderHolders. Notwithstanding the foregoing, without the each non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an a Borrower Party Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. None of the provisions of this Section 12(a) shall apply in the case of a sale of Note A-1 together with Note A-2, in accordance with the terms and conditions of the Lead Securitization PSA.

Transfer of Notes. (a) Each The Note B Holder may Transfer up to 49% or less in the aggregate (in the aggregateone or more transactions) of its beneficial interest in its Note B, whether or not the related transferee is a Qualified Transferee Institutional Lender without a Rating Agency ConfirmationConfirmation or the consent or approval of the Servicer or any other Person, provided that any such Transfer shall be made in accordance with the conditions set forth in the second succeeding sentence of this Section 16(a). Each The Note B Holder shall not Transfer more than 49% (in the aggregateone or more transactions) of its beneficial interest in its Note B unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Noteif applicable, a Rating Agency Confirmation has been received obtained with respect to such TransferTransfer (and the Note B Holder shall have paid all reasonable out-of-pocket costs and expenses of the Note A Holders in connection with obtaining any such Rating Agency Confirmation), in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, or (iiiii) such Transfer is to a Qualified TransfereeInstitutional Lender, provided any such Transfer made pursuant to clauses (i) or (ivii) of this sentence shall be made in accordance with the conditions in the next sentence of this Section 16(a). The Note B Holder agrees that each Transfer to be made by it under clauses (i) or (ii) of this Section 16 is subject to the following conditions: (a) all such Transfer is Transfers shall be made upon at least three (3) Business Days’ prior written notice to each Note A Holder and each Note A Controlling Holder, (b) a transferee of any interest in connection with a sale by a Securitization trust. Any Note B shall (x) execute an assignment and assumption agreement whereby such transferee must assume in writing assumes all or a ratable portion, as the case may be, of the obligations of the transferring Note B Holder hereunder with respect to Note B from and agree after the date of such assignment (or, in the case of a pledge, collateral assignment or other encumbrance by the Note B Holder of Note B solely as security for a loan to the Note B Holder, made by a third-party lender whereby the Note B Holder remains fully liable under this Agreement, such third party lender executes an agreement that such lender shall be bound by the terms and provisions of this Agreement and the obligations of the Note B Holder hereunder on and after the date on which such lender succeeds to the rights of the Note B Holder hereunder by foreclosure or otherwise) and (y) agree in writing to be bound by the Servicing Agreement. Such , and (c) the proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake remakes each of the representations and warranties contained herein for the benefit of the Note A Holders (other Holderthan the representation that the transferee is a Qualified Institutional Lender for transfers made pursuant to clause (i) of the second sentence of this Section 16(a)). Notwithstanding anything to the foregoingcontrary contained herein, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld)Note B Holder shall in no event Transfer all or any portion of Note B to a Mortgage Loan Borrower Related Party unless each Note A Controlling Holder has consented to such Transfer, and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder and any such Transfer for which such prior consent and Rating Agency Confirmation has not been obtained shall be void ab initio. Upon the consummation of a Transfer of all or any portion of its Note B, the transferring Person shall be released from all liability arising under this Agreement with respect to Note B (or the portion thereof that was the subject of such Transfer), for the period after the effective date of such Transfer (it being understood and agreed that the foregoing release shall not apply in the case of a sale, assignment, transfer or other disposition of a participation interest in Note B as described in clause (b) below). The provisions of this Section 16(a) shall be subject to the Borrower or an Affiliate provisions of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transfereeSection 2(d).

Transfer of Notes. (a) Each Holder may Transfer up to 49% or less in the aggregate (in the aggregateone or more transactions) of its beneficial interest in its Note Note, whether or not the related transferee is a Qualified Transferee Institutional Lender without a Rating Agency Confirmationthe consent or approval of each other Holder, the Servicer or any other Person, provided that any such Transfer shall be made in accordance with the conditions in the second succeeding sentence below. Each No Holder shall not Transfer more than 49% (in the aggregateone or more transactions) of its beneficial interest in its Note Note, unless (i) prior to a Securitization of any Note, the each other Holder has consented (which consent shall not be unreasonably withheld, conditioned, or delayed) to such TransferTransfer (and the transferring Holder shall have paid all reasonable out-of-pocket costs and expenses of each non-transferring Holder in connection with obtaining any such consent), in which case the related transferee shall thereafter be deemed to be a “Qualified TransfereeInstitutional Lender” for all purposes under this Agreementagreement, or (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified TransfereeInstitutional Lender, provided any such Transfer made pursuant to clauses (i) or (ivii) of this sentence shall be made in accordance with the conditions in the next sentence of this Section 17(a). Each Holder agrees that each Transfer to be made by it under clauses (a) or (b) of this Section 17 is subject to the following conditions: (i) all such Transfer is Transfers shall be made upon at least three (3) Business Days’ prior written notice to each other Holder, (ii) a transferee of any interest in connection with a sale by a Securitization trust. Any such Note shall (x) execute an assignment and assumption agreement whereby such transferee must assume in writing assumes all or a ratable portion, as the case may be, of the obligations of the transferring Holder hereunder with respect to the transferred Note from and agree after the date of such assignment (or, in the case of a pledge, collateral assignment or other encumbrance by the transferring Holder of its Note solely as security for a loan to such transferring Holder, made by a third-party lender whereby the transferring Holder remains fully liable under this Agreement, such third party lender executes an agreement that such lender shall be bound by the terms and provisions of this Agreement and the obligations of the transferring Holder hereunder on and after the date on which such lender succeeds to the rights of the transferring Holder hereunder by foreclosure or otherwise) and (y) agree in writing to be bound by the Servicing Agreement. Such , unless the Servicing Agreement is not then in effect with respect to the Mortgage Loan, in which event the parties will enter into or agree to be bound by any replacement servicing agreement therefor in accordance with the provisions of Section 2 and (iii) the proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake remakes each of the representations and warranties contained herein for the benefit of each other Holder (other than the other Holderrepresentation that the transferee is a Qualified Institutional Lender for transfers made pursuant to subsection (i) of the second sentence of this Section 17(a)). Notwithstanding anything to the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitizationcontrary contained herein, no Holder shall in any event Transfer all or any portion of its Note to the a Borrower or an Affiliate of the Borrower Party unless each other Holder has consented to such Transfer, and any such Transfer without having obtained such prior consent shall be absolutely null void ab initio. Upon the consummation of a Transfer of all or any portion of a Note, the transferring Person shall be released from all liability arising under this Agreement with respect to such Note (or the portion thereof that was the subject of such Transfer), for the period after the effective date of such Transfer (it being understood and void and agreed that the foregoing release shall vest no rights not apply in the purported transfereecase of a sale, assignment, transfer or other disposition of a participation interest in a Note as described in clause (b) below).

Transfer of Notes. (a) Each Holder may Transfer up to 49% (%, in the aggregate) , of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (%, in the aggregate) , of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has Holders have consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, or (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee Agreement (except in the case of Transfers provided, that are made in connection with a transfer to a Securitization) , execution and delivery of a PSA shall be deemed to satisfy the preceding requirement of this sentence). Other than in connection with the Securitization of any Note, such proposed transferee shall also (x) remake each of the representations and warranties contained herein and (y) if such transferee is acquiring greater than a 49% beneficial interest in a Note, certify that it is a Qualified Transferee, in each case, for the benefit of the other HolderHolders. Notwithstanding the foregoing, without the each non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if any such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the Borrower or an Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its beneficial interest in its respective Note whether (a “Transfer”) except to a Qualified Institutional Lender. Promptly after any Transfer (other than any Transfer between Initial Holders or not any Transfer by an Initial Holder to a Securitization Trust), non-transferring Holders shall be provided with (x) a representation from the related transferee or the applicable Holder certifying that such transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% Institutional Lender (except in the aggregatecase of a Transfer in accordance with the immediately following sentence) and (y) a copy of its beneficial interest in its Note unless (i) prior to a Securitization an assignment and assumption agreement whereby such transferee assumes all of any Note, the other obligations of the applicable Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received hereunder with respect to such Transfer, in which case the related transferee shall Note thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder accruing and agree agrees to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee If a Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (except a) obtain the consent of each non-transferring Holder and (b) if any such non-transferring Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation from the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein applicable engaged Rating Agencies for the benefit of the other Holdersuch Securitization Trust. Notwithstanding the foregoing, without the each non-transferring HolderXxxxxx’s prior consent (which will not be unreasonably withheld), and, if such any non-transferring Holder’s Note is held in a SecuritizationSecuritization Trust, without until a Rating Agency Confirmation has been obtained Co-Lender Agreement (Tysons Corner Center) from each engaged Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with for such SecuritizationSecuritization Trust, no Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrowers or a Mortgage Loan Borrower or an Affiliate of the Borrower Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. The transferring Xxxxxx agrees that it shall pay the expenses of any non-transferring Holder (including all expenses of the Master Servicer, the Special Servicer and the Trustee) and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Holder shall have the right, without the need to obtain the consent of any other Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note to an entity that is not the Mortgage Loan Borrowers or a Mortgage Loan Borrower Related Party. None of the provisions of this Section 18(a) shall apply in the case of (1) a sale of the Lead Securitization Notes together with all of the Non-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust, or (3) the Transfer of any securities issued by a Securitization Trust.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each No Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other each non-transferring Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of each of the other HolderHolders. Notwithstanding the foregoing, without the prior consent of each non-transferring Holder’s prior consent Holder (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor related depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the Borrower or an Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has Holders have consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, Transferee or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake hereby assumes the obligations of the transferring Holder hereunder and agrees to be bound by the terms and provisions of this Agreement and the Servicing Agreement and (ii) remakes each of the representations and warranties contained herein for the benefit of the other HolderHolders. Notwithstanding the foregoing, without the each non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an a Borrower Party Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. None of the provisions of this Section 12(a) shall apply in the case of a sale of Note A-1 together with Note X-0, Xxxx X-0, Note A-4 and Note A-5, in accordance with the terms and conditions of the Lead Securitization PSA.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, Transferee or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake hereby assumes the obligations of the transferring Holder hereunder and agrees to be bound by the terms and provisions of this Agreement and the Servicing Agreement and (ii) remakes each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the each non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an a Borrower Party Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. None of the provisions of this Section 12(a) shall apply in the case of a sale of Note A-1 together with Note A-2, in accordance with the terms and conditions of the Lead Securitization PSA.

Transfer of Notes. (a) Each The Note B Holder may Transfer up to shall not sell, assign, transfer, pledge, syndicate, sell, hypothecate, contribute, encumber, participate, sub participate or otherwise dispose of (each, a “Transfer”) more than a 49% interest (in one or more transactions) in Note B, without first receiving Rating Agency Confirmation (and the aggregateNote B Holder shall pay all reasonable out-of-pocket costs and expenses of the Lead Note Holder, all out-of-pocket costs and expenses of the Rating Agencies and all reasonable documented costs and expenses (including internal costs and expenses) of its beneficial the Servicer incurred in connection with obtaining such Rating Agency Confirmation); provided that prior to the Lead Securitization, in connection with a proposed Transfer of more than a 49% interest (in its one or more transactions) in Note whether or not the related transferee is a Qualified Transferee without B, in lieu of obtaining a Rating Agency Confirmation. Each , the Note B Holder shall not obtain the prior written consent of the Lead Note Holder, which consent may be withheld in the sole and absolute discretion of the Lead Note Holder; and, provided, further, that the Note B Holder may at any time or from time to time Transfer more than all or any portion of Note B, without the requirement of any Rating Agency Confirmation, or prior to a Securitization, the written consent of the Lead Note Holder, but subject to the conditions contained in the third succeeding sentence, to a Qualified Institutional Lender that provides to each Note A Holder certification in writing from an authorized officer that it is a Qualified Institutional Lender; and provided, further, that notwithstanding anything to the contrary contained herein, in no event shall the Note B Holder Transfer Note B, or any portion thereof or interest therein to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party. Transfers of interests in Note B of 49% or less in the aggregate (in one or more transactions) shall not require prior consent or approval of each Note A Holder, any Servicer or -39- Co-Lender Agreement (Westchester) any other Person, or Rating Agency Confirmation from any Rating Agency, provided that any such Transfer shall be made in accordance with the aggregateconditions in the second succeeding sentence. Pursuant to the Servicing Agreement, the Servicer shall be required to present promptly to the Rating Agencies for the purpose of obtaining any Rating Agency Confirmation any application and material prepared by the applicable Note B Holder relating to a Transfer, but shall not be required to make a recommendation or prepare a case to the Rating Agencies in connection with obtaining such Rating Agency Confirmation. Notwithstanding the foregoing, the Note B Holder agrees that each Transfer to be made by it under clauses (a) or (b) of its beneficial interest in its Note unless this Section 18 is subject to the following restrictions: (i) all such Transfers shall be made upon at least three (3) Business Days’ prior written notice to the Lead Note Holder, and (ii) a Securitization transferee shall (x) execute an assignment and assumption agreement whereby such transferee assumes all or a ratable portion, as the case may be, of any Note, the other obligations of the Note B Holder has consented hereunder with respect to Note B from and after the date of such Transferassignment (or, in which the case of a pledge, collateral assignment or other encumbrance by the related transferee shall thereafter be deemed Note B Holder of Note B, solely as security for a loan to be the Note B Holder, made by a “Qualified Transferee” for all purposes third-party lender whereby the Note B Holder remains fully liable under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee third party lender executes an agreement that such lender shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the obligations of the Note B Holder hereunder on and after the date on which such lender succeeds to the rights of the Note B Holder hereunder by foreclosure or otherwise) and (y) agree in writing to be bound by the Servicing Agreement, unless the Servicing Agreement is not then in effect with respect to the Mortgage Loan, in which event the parties will enter into or agree to be bound by any replacement servicing agreement therefor in accordance with the provisions of Section 4. Such proposed transferee (except in Upon the case consummation of Transfers that are made in connection with a Securitization) shall also remake each Transfer of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note B, the transferring Person shall be released from all liability arising under this Agreement with respect to Note B (or the portion thereof that was the subject of such Transfer), for the period after the effective date of such Transfer (it being understood and agreed that the foregoing release shall not apply in the case of a sale, assignment, transfer or other disposition of a participation interest in Note B as described in clause (b) below) and the transferee shall be the Note B Holder with respect to Note B for all purposes hereunder with all of the rights, interests and obligations related thereto. The foregoing provision of this Section 18(a) shall not apply to a Transfer of Note B to the Borrower or an Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transfereeLead Securitization Trust.

Transfer of Notes. (a) Each Holder may Transfer up to 49% or less in the aggregate (in the aggregateone or more transactions) of its beneficial interest in its Note Note, whether or not the related transferee is a Qualified Transferee Institutional Lender without a Rating Agency Confirmationthe consent or approval of any other Holder, the Servicer or any other Person, provided that any such Transfer shall be made in accordance with the conditions in the second succeeding sentence below. Each No Holder shall not Transfer more than 49% (in the aggregateone or more transactions) of its beneficial interest in its Note Note, unless (ii)(i) prior to a Securitization of any Note, the each other Holder has consented (which consent shall not be unreasonably withheld, conditioned, or delayed) to such TransferTransfer (and the transferring Holder shall have paid all reasonable out-of-pocket costs and expenses of each non-transferring Holder in connection with obtaining any such consent), in which case the related transferee shall thereafter be deemed to be a “Qualified TransfereeInstitutional Lender” for all purposes under this Agreement, or (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iiiii)(ii) such Transfer is to a Qualified TransfereeInstitutional Lender, provided any such Transfer made pursuant to clauses (i) or (ivii) of this sentence shall be made in accordance with the conditions in the next sentence of this Section 16(a). Each Holder agrees that each Transfer to be made by it under clauses (a) or (b) of this Section 16 is subject to the following conditions: (i) all such Transfer is Transfers shall be made upon at least three (3) Business Days’ prior written notice to each other Holder, (ii) a transferee of any interest in connection with a sale by a Securitization trust. Any such Note shall (x) execute an assignment and assumption agreement whereby such transferee must assume in writing assumes all or a ratable portion, as the case may be, of the obligations of the transferring Holder hereunder with respect to the transferred Note from and agree after the date of such assignment (or, in the case of a pledge, collateral assignment or other encumbrance by the transferring Holder of its Note solely as security for a loan to such transferring Holder, made by a third-party lender whereby the transferring Holder remains fully liable under this Agreement, such third party lender executes an agreement that such lender shall be bound by the terms and provisions of this Agreement and the obligations of the transferring Holder hereunder on and after the date on which such lender succeeds to the rights of the transferring Holder hereunder by foreclosure or otherwise) and (y) agree in writing to be bound by the Servicing Agreement. Such , unless the Servicing Agreement is not then in effect with respect to the Mortgage Loan, in which event the parties will enter into or agree to be bound by any replacement servicing agreement therefor in accordance with the provisions of Section 2 and (iii) the proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake remakes each of the representations and warranties contained herein for the benefit of each other Holder (other than the other Holder. Notwithstanding representation that the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note transferee is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor Qualified Institutional Lender for transfers made pursuant to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the Borrower or an Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.subsection

Transfer of Notes. (a) Each Note Holder may Transfer up to 49% (in the aggregate) agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its beneficial interest in its respective Note whether or not (a “Transfer”) except to a Qualified Institutional Lender. Promptly after any Transfer, non-transferring Note Holders shall be provided with (x) a representation from the related transferee or the applicable Note Holder certifying that such transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee Institutional Lender (except in the case of Transfers a Transfer in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 14. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that are made is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) if any such non-transferring Note Holder’s Note is held in connection with a Securitization) shall also remake Securitization Trust, provide each of the representations and warranties contained herein applicable engaged Rating Agencies for the benefit of the other Holdersuch Co-Lender Agreement (Olympic Tower) 55 Securitization Trust with a Rating Agency Confirmation. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such any non-transferring Note Holder’s Note is held in a SecuritizationSecuritization Trust, without until a Rating Agency Confirmation from is provided to each engaged Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with for such SecuritizationSecuritization Trust, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or an Affiliate of the a Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. The transferring Note Holder agrees that it shall pay the expenses of any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer and the Trustee) and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of any other Note Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note to an entity that is not the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party. None of the provisions of this Section 18(a) shall apply in the case of (1) a sale of the Lead Securitization Notes together with all of the Non-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust., or (3) the Transfer of any securities issued by a Securitization Trust.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder agrees it shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note Note, except to a Qualified Transferee, unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee (and its Affiliate) shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, or (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any With respect to any Transfers pursuant to (i) or (ii) above (except with respect to a Transfer to a Securitization Trust) such transferee must (x) assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and and, if applicable, the Servicing Agreement. Such proposed transferee Agreement and (except in the case of Transfers that are made in connection with a Securitizationy) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an a Borrower Party Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. None of the provisions of this Section 12(a) shall apply in the case of a sale of Note A-1 together with Note A-2, in accordance with the terms and conditions of the Lead Securitization PSA.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an Affiliate of the a Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

Transfer of Notes. (a) Each Note Holder may Transfer up to 49% (in the aggregate) agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its beneficial interest in its respective Note whether or not (a “Transfer”) except to a Qualified Institutional Lender. Promptly after any Transfer, non-transferring Note Holders shall be provided with (x) a representation from the related transferee or the applicable Note Holder certifying that such transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee Institutional Lender (except in the case of Transfers a Transfer in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 14. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that are made is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) if any such non-transferring Note Holder’s Note is held in connection with a Securitization) shall also remake Securitization Trust, provide each of the representations and warranties contained herein applicable engaged Rating Agencies for the benefit of the other Holdersuch Securitization Trust with a Rating Agency Confirmation. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such any non-transferring Note Holder’s Note is held in a SecuritizationSecuritization Trust, without until a Rating Agency Confirmation from is provided to each engaged Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with for such SecuritizationSecuritization Trust, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or an Affiliate of the a Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. The transferring Note Holder agrees that it shall pay the expenses of any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer and the Trustee) and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of any other Note Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note to an entity that is not the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party. None of the provisions of this Section 18(a) shall apply in the case of (1) a sale of the Lead Securitization Notes together with all of the Non-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust., or (3) the Transfer of any securities issued by a Securitization Trust.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, Transferee or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an Affiliate of the a Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. None of the provisions of this Section 12(a) shall apply in the case of a sale of Note A-1 together with Note A-2-1, Note A-2-2, Note X-0, Xxxx X-0, Xxxx X-0, Note A-6, Note A-7 and Note A-8, in accordance with the terms and conditions of the Lead Securitization PSA.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, Transferee or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an Affiliate of the a Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. None of the provisions of this Section 12(a) shall apply in the case of a sale of Note A-1 together with Note A-2A, Note X-0X, Xxxx X-0X, Xxxx X-0X and Note A-4, in accordance with the terms and conditions of the Lead Securitization PSA.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an Affiliate of the a Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. None of the provisions of this Section 12(a) shall apply in the case of a sale of Note A-1 together with Note A-2, in accordance with the terms and conditions of the Lead Securitization PSA.

Transfer of Notes. (a) Each Note Holder may Transfer up to 49% (in the aggregate) agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its beneficial interest in its respective Note whether or not (a “Transfer”) except to a Qualified Institutional Lender. Promptly after any Transfer, non-transferring Note Holders shall be provided with (x) a representation from the related transferee or the applicable Note Holder certifying that such transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee Institutional Lender (except in the case of Transfers a Transfer in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 14. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that are made is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) if any such non-transferring Note Holder’s Note is held in connection with a Securitization) shall also remake Securitization Trust, provide each of the representations and warranties contained herein applicable engaged Rating Agencies for the benefit of the other Holdersuch Securitization Trust with a Rating Agency Confirmation. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such any non-transferring Note Holder’s Note is held in a SecuritizationSecuritization Trust, without until a Rating Agency Confirmation from is provided to each engaged Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with for such SecuritizationSecuritization Trust, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrowers or a Mortgage Loan Borrower or an Affiliate of the Borrower Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. The transferring Note Holder agrees that it shall pay the expenses of any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer and the Trustee) and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of any other Note Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note to an entity that is not a Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party. None of the provisions of this Section 18(a) shall apply in the case of (1) a sale of the Lead Securitization Notes together with all of the Non-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its beneficial interest in its respective Note whether (a “Transfer”) except to a Qualified Institutional Lender. Promptly after any Transfer (other than any Transfer between Initial Holders or not any Transfer by an Initial Holder to a Securitization Trust), non-transferring Holders shall be provided with (x) a representation from the related transferee or the applicable Holder certifying that such transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% Institutional Lender (except in the aggregatecase of a Transfer in accordance with the immediately following sentence) and (y) a copy of its beneficial interest in its Note unless (i) prior to a Securitization an assignment and assumption agreement whereby such transferee assumes all of any Note, the other obligations of the applicable Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received hereunder with respect to such Transfer, in which case the related transferee shall Note thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder accruing and agree agrees to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee If a Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (except a) obtain the consent of each non-transferring Holder and (b) if any such non-transferring Holder’s Note is held in the case of Transfers that are made in connection with a Securitization) shall also remake Securitization Trust, provide each of the representations and warranties contained herein applicable engaged Rating Agencies for the benefit of the other Holdersuch Securitization Trust with a Rating Agency Confirmation. Notwithstanding the foregoing, without the each non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such any non-transferring Holder’s Note is held in a SecuritizationSecuritization Trust, without until a Rating Agency Confirmation from is provided to each engaged Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with for such SecuritizationSecuritization Trust, no Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrowers or a Mortgage Loan Borrower or an Affiliate of the Borrower Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. The transferring Holder agrees that it shall pay the expenses of any non-transferring Holder (including all expenses of the Master Servicer, the Special Servicer and the Trustee) and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Holder shall have the right, without the need to obtain the consent of any other Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note to an entity that is not the Mortgage Loan Borrowers or a Mortgage Loan Borrower Related Party. None of the provisions of this Section 18(a) shall apply in the case of (1) a sale of the Lead Securitization Notes together with all of the Co-Lender Agreement (Cambridge Crossing – 350 and 000 Xxxxx Xxxxxx) Xxx-Xxxx Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Properties, upon the Mortgage Loan becoming a Defaulted Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust, or (3) the Transfer of any securities issued by a Securitization Trust.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, or (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an Affiliate of the a Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has Holders have consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, Transferee or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake hereby assumes the obligations of the transferring Holder hereunder and agrees to be bound by the terms and provisions of this Agreement and the Servicing Agreement and (ii) remakes each of the representations and warranties contained herein for the benefit of the other HolderHolders. Notwithstanding the foregoing, without the each non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an Affiliate of the a Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. None of the provisions of this Section 12(a) shall apply in the case of a sale of Note A-1-A together with Note A-0-X, Xxxx X-0, Note A-3-A and Note A-3-B, in accordance with the terms and conditions of the Lead Securitization PSA.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has Holders have consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, Transferee or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake hereby assumes the obligations of the transferring Holder hereunder and agrees to be bound by the terms and provisions of this Agreement and the Servicing Agreement and (ii) remakes each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the each non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an a Borrower Party Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.. None of the provisions of this Section 12(a) shall apply in the case of a sale of Note

Transfer of Notes. (a) Each Note Holder may Transfer up to 49% (in the aggregate) agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its beneficial interest in its respective Note whether or not (a “Transfer”) except to a Qualified Institutional Lender. Promptly after any Transfer, non-transferring Note Holders shall be provided with (x) a representation from the related transferee or the applicable Note Holder certifying that such transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee Institutional Lender (except in the case of Transfers a Transfer in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 14. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that are made is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) if any such non-transferring Note Holder’s Note is held in connection with a Securitization) shall also remake Securitization Trust, provide each of the representations and warranties contained herein applicable engaged Rating Agencies for the benefit of the other Holdersuch Securitization Trust with a Rating Agency Confirmation. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not consent may be unreasonably withheldgranted or withheld in each Note Holder’s sole and absolute discretion), and, if such any non-transferring Note Holder’s Note is held in a SecuritizationSecuritization Trust, without until a Rating Agency Confirmation from is provided to each engaged Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with for such SecuritizationSecuritization Trust, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrowers or a Mortgage Loan Borrower or an Affiliate of the Borrower Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. The transferring Note Holder agrees that it shall pay the expenses of any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer and the Trustee) and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of any other Note Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note to an entity that is not a Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party. None of the provisions of this Section 18(a) shall apply in the case of (1) a sale of the Lead Securitization Notes together with all of the Non-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Mortgage Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust., or (3) the Transfer of any securities issued by a Securitization Trust.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has Holders have consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, Transferee or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake hereby assumes the obligations of the transferring Holder hereunder and agrees to be bound by the terms and provisions of this Agreement and the Servicing Agreement and (ii) remakes each of the representations and warranties contained herein for the benefit of the other HolderHolders. Notwithstanding the foregoing, without the each non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an a Borrower Party Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. None of the provisions of this Section 12(a) shall apply in the case of a sale of Note A-1 together with Note A-2 and Note A-3, in accordance with the terms and conditions of the Lead Securitization PSA.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, Transferee or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an Affiliate of the a Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. None of the provisions of this Section 12(a) shall apply in the case of a sale of Note A-1-1 together with Note A-1-1-2, Note A-2-1, Note A-2-2, Note A-3 and Note A-4, in accordance with the terms and conditions of the Lead Securitization PSA.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder agrees it shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note Note, except to a Qualified Transferee, unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee (and its Affiliate) shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, or (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any With respect to any Transfers pursuant to (i) or (ii) above (except with respect to a Transfer to a Securitization Trust) such transferee must (x) assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and and, if applicable, the Servicing Agreement. Such proposed transferee Agreement and (except in the case of Transfers that are made in connection with a Securitizationy) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an a Borrower Party Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. None of the provisions of this Section 12(a) shall apply in the case of a sale of Note A-1-A together with Note A-1-B and Note A-2, in accordance with the terms and conditions of the Lead Securitization PSA.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, or (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no neither Holder shall Transfer all or any portion of its Note to the any Borrower or an Affiliate of the Borrower Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

Transfer of Notes. (a) Each The Note B Holder may Transfer up to shall not sell, assign, transfer, pledge, syndicate, sell, hypothecate, contribute, encumber, participate, subparticipate or otherwise Co-Lender Agreement (Two Independence Square) dispose of (each, a “Transfer”) more than a 49% interest (in one or more transactions) in Note B, without first receiving Rating Agency Confirmation (and the aggregateNote B Holder shall pay all reasonable out-of-pocket costs and expenses of the Lead Note Holder, all out-of-pocket costs and expenses of the Rating Agencies and all reasonable documented costs and expenses (including internal costs and expenses) of its beneficial the Servicer incurred in connection with obtaining such Rating Agency Confirmation); provided that prior to the Lead Securitization, in connection with a proposed Transfer of more than a 49% interest (in its one or more transactions) in Note whether or not the related transferee is a Qualified Transferee without B, in lieu of obtaining a Rating Agency Confirmation. Each , the Note B Holder shall not obtain the prior written consent of the Lead Note Holder, which consent may be withheld in the sole and absolute discretion of the Lead Note Holder; and, provided further, that the Note B Holder may at any time or from time to time Transfer more than all or any portion of Note B, without the requirement of any Rating Agency Confirmation, or prior to a Securitization, the written consent of the Lead Note Holder, but subject to the conditions contained in the third succeeding sentence, to a Qualified Institutional Lender that provides to each Note A Holder certification in writing from an authorized officer that it is a Qualified Institutional Lender; and provided, further, that notwithstanding anything to the contrary contained herein, in no event shall the Note B Holder Transfer Note B, or any portion thereof or interest therein to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party. Transfers of interests in Note B of 49% or less in the aggregate (in one or more transactions) shall not require prior consent or approval of each Note A Holder, any Servicer or any other Person, or Rating Agency Confirmation from any Rating Agency, provided that any such Transfer shall be made in accordance with the aggregateconditions in the second succeeding sentence. Pursuant to the Servicing Agreement, the Servicer shall be required to present promptly to the Rating Agencies for the purpose of obtaining any Rating Agency Confirmation any application and material prepared by the applicable Note B Holder relating to a Transfer, but shall not be required to make a recommendation or prepare a case to the Rating Agencies in connection with obtaining such Rating Agency Confirmation. Notwithstanding the foregoing, the Note B Holder agrees that each Transfer to be made by it under clauses (a) or (b) of its beneficial interest in its Note unless this Section 18 is subject to the following restrictions: (i) all such Transfers shall be made upon at least three (3) Business Days’ prior written notice to the Lead Note Holder, and (ii) a Securitization transferee shall (x) execute an assignment and assumption agreement whereby such transferee assumes all or a ratable portion, as the case may be, of any Note, the other obligations of the Note B Holder has consented hereunder with respect to Note B from and after the date of such Transferassignment (or, in which the case of a pledge, collateral assignment or other encumbrance by the related transferee shall thereafter be deemed Note B Holder of Note B, solely as security for a loan to be the Note B Holder, made by a “Qualified Transferee” for all purposes third-party lender whereby the Note B Holder remains fully liable under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee third party lender executes an agreement that such lender shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the obligations of the Note B Holder hereunder on and after the date on which such lender succeeds to the rights of the Note B Holder hereunder by foreclosure or otherwise) and (y) agree in writing to be bound by the Servicing Agreement, unless the Servicing Agreement is not then in effect with respect to the Mortgage Loan, in which event the parties will enter into or agree to be bound by any replacement servicing agreement therefor in accordance with the provisions of Section 4. Such proposed transferee (except in Upon the case consummation of Transfers that are made in connection with a Securitization) shall also remake each Transfer of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note B, the transferring Person shall be released from all liability arising under this Agreement with respect to Note B (or the portion thereof that was the subject of such Transfer), for the period after the effective date of such Transfer (it being understood and agreed that the foregoing release shall not apply in the case of a sale, assignment, transfer or other disposition of a participation interest in Co-Lender Agreement (Two Independence Square) Note B as described in clause (b) below) and the transferee shall be the Note B Holder with respect to Note B for all purposes hereunder with all of the rights, interests and obligations related thereto. The foregoing provision of this Section 18(a) shall not apply to a Transfer of Note B to the Borrower or an Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transfereeLead Securitization Trust.

Transfer of Notes. The Participating Holder agrees that as long as a Termination Event has not occurred or has occurred but has been duly waived in accordance with the terms hereof, it shall not (a) Each Holder may Transfer up to 49% (in the aggregate) and shall cause each of its beneficial affiliates, subsidiaries, representatives, agents, and employees not to) sell, transfer or assign, or grant, issue or sell any option, right to acquire, voting participation or other interest in its Note whether or not (each, a “Transfer”) any Notes, as applicable, unless the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless following two criteria are met: (i) prior the transferor Participating Holder notifies Xxxx, Xxxxx of the Transfer and the principal amount of Notes to be transferred thereby; and (ii) the transferee party first agrees in writing to be subject to the terms and conditions of this RSA or a Securitization of Similar RSA as a “Participating Holder,” and executes a counterpart signature page to this RSA or a Similar RSA. Any Transfer that does not comply with the foregoing shall be deemed void ab initio. This RSA shall in no way be construed to preclude the Participating Holder from acquiring additional Notes, provided that any Note, the other Holder has consented to such Transfer, in which case the related transferee additional Notes shall thereafter automatically be deemed to be subject to the terms of this RSA. In addition, for so long as this RSA has not been terminated in accordance with its terms, a “Qualified Transferee” for Participating Holder may offer, sell or otherwise transfer any or all purposes under of its Notes to any of its affiliates, who shall be automatically deemed bound by this AgreementRSA as a Participating Holder; provided, (ii) after a Securitization however, Xxxx, Xxxxx shall be provided by such Participating Holder prompt notice of any Notesuch offer, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transfereesale, or (iv) such Transfer is transfer. The confidential schedule of the principal amount of Notes held by the Participating Holders and any transfer notices provided to Xxxx, Xxxxx in connection with the foregoing will be made available on a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree name redacted, confidential basis to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein counsel for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will Company and shall not be unreasonably withheld), and, if disclosed by such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by counsel to the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all Company or any portion of its Note to the Borrower or an Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transfereethird party.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its beneficial interest in its respective Note whether (a “Transfer”) except to a Qualified Institutional Lender. Promptly after any Transfer (other than any Transfer between Initial Holders or not any Transfer by an Initial Holder to a Securitization Trust), non-transferring Holders shall be provided with (x) a representation from the related transferee or the applicable Holder certifying that such transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% Institutional Lender (except in the aggregatecase of a Transfer in accordance with the immediately following sentence) and (y) a copy of its beneficial interest in its Note unless (i) prior to a Securitization an assignment and assumption agreement whereby such transferee assumes all of any Note, the other obligations of the applicable Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received hereunder with respect to such Transfer, in which case the related transferee shall Note thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder accruing and agree agrees to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee If a Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (except a) obtain the consent of each non-transferring Holder and (b) if any such non-transferring Holder’s Note is held in the case of Transfers that are made in connection with a Securitization) shall also remake Securitization Trust, provide each of the representations and warranties contained herein applicable engaged Rating Agencies for the benefit of the other Holdersuch Securitization Trust with a Rating Agency Confirmation. Notwithstanding the foregoing, without the each non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such any non-transferring Holder’s Note is held in a SecuritizationSecuritization Trust, without until a Rating Agency Confirmation from is provided to each engaged Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with for such SecuritizationSecuritization Trust, no Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrowers or a Mortgage Loan Borrower or an Affiliate of the Borrower Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. The transferring Holder agrees that it shall pay the expenses of any non-transferring Holder (including all expenses of the Master Servicer, the Special Servicer and the Trustee) and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Holder shall have the right, without the need to obtain the consent of any other Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note to an entity that is not the Mortgage Loan Borrowers or a Mortgage Loan Borrower Related Party. None of the provisions of this Section 18(a) shall apply in the case of (1) a sale of the Lead Securitization Notes together with all of the Co-Lender Agreement(Cambridge Crossing – 350 and 000 Xxxxx Xxxxxx) Xxx-Xxxx Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Properties, upon the Mortgage Loan becoming a Defaulted Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust, or (3) the Transfer of any securities issued by a Securitization Trust.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, Transferee or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an Affiliate of the a Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

Transfer of Notes. (aa)(a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has Holders have consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, or (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other HolderHolders. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the related Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the any Borrower or an Affiliate of the Borrower Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has Holders have consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, or (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other HolderHolders. Notwithstanding the foregoing, without the non-transferring HolderXxxxxx’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the related Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the any Borrower or an Affiliate of the Borrower Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has Holders have consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, Transferee or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake hereby assumes the obligations of the transferring Holder hereunder and agrees to be bound by the terms and provisions of this Agreement and the Servicing Agreement and (ii) remakes each of the representations and warranties contained herein for the benefit of the other HolderHolders. Notwithstanding the foregoing, without the each non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an Affiliate of the a Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. None of the provisions of this Section 12(a) shall apply in the case of a sale of Note A-1-A together with Note X-0-X, Xxxx X-0, Note A-3-A and Note A-3-B, in accordance with the terms and conditions of the Lead Securitization PSA.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s Holders’ prior consent (which will not be unreasonably withheld), and, if any such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to any of the Borrower Borrowers or an Affiliate of any of the Borrower Borrowers and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note Note, whether or not the related transferee is a Qualified Transferee Transferee, without a Rating Agency Confirmation. Each Holder agrees it shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note Note, except to a Qualified Transferee, unless (i) prior to a Securitization of any Note, the other Holder has Holders have consented to such Transfer, in which case the related transferee (and its Affiliates) shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, or (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by to a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any With respect to any Transfers pursuant to (i) or (ii) above such transferee must (x) assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and and, if applicable, the Servicing Agreement. Such proposed transferee Agreement and (except in the case of Transfers that are made in connection with a Securitizationy) shall also remake each of the representations and warranties contained herein for the benefit of the other HolderHolders. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an a Borrower Party Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

Transfer of Notes. (a) Each Note Holder may Transfer up to 49% agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all Amended and Restated Co-Lender Agreement (in the aggregate787 Seventh Avenue) or any portion of its beneficial interest in its respective Note whether or not (a “Transfer”) except to a Qualified Institutional Lender. Promptly after any Transfer, non-transferring Note Holders shall be provided with (x) a representation from the related transferee or the applicable Note Holder certifying that such transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee Institutional Lender (except in the case of Transfers a Transfer in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 14. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that are made is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) if any such non-transferring Note Holder’s Note is held in connection with a Securitization) shall also remake Securitization Trust, provide each of the representations and warranties contained herein applicable engaged Rating Agencies for the benefit of the other Holdersuch Securitization Trust with a Rating Agency Confirmation. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such any non-transferring Note Holder’s Note is held in a SecuritizationSecuritization Trust, without until a Rating Agency Confirmation from is provided to each engaged Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with for such SecuritizationSecuritization Trust, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or an Affiliate of the a Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. The transferring Note Holder agrees that it shall pay the expenses of any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer and the Trustee) and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of any other Note Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note to an entity that is not the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party. None of the provisions of this Section 18(a) shall apply in the case of (1) a sale of the Lead Securitization Notes together with all of the Non-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an Affiliate of the a Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has Holders have consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, Transferee or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake hereby assumes the obligations of the transferring Holder hereunder and agrees to be bound by the terms and provisions of this Agreement and the Servicing Agreement and (ii) remakes each of the representations and warranties contained herein for the benefit of the other HolderHolders. Notwithstanding the foregoing, without the each non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an Affiliate of the a Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. None of the provisions of this Section 12(a) shall apply in the case of a sale of Note A-1 together with Note A-2-A and Note A-2-B, in accordance with the terms and conditions of the Lead Securitization PSA.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has Holders have consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, Transferee or (iv) such Transfer is in connection with a sale by a Securitization securitization trust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake hereby assumes the obligations of the transferring Holder hereunder and agrees to be bound by the terms and provisions of this Agreement and the Servicing Agreement and (ii) remakes each of the representations and warranties contained herein for the benefit of the other HolderHolders. Notwithstanding the foregoing, without the each non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an a Borrower Party Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.. None of the provisions of this Section 12(a) shall apply in the case of a sale of Note

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer transfer is in connection with a sale by a Securitization trust, provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an Affiliate of the a Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, Transferee or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake hereby assumes the obligations of the transferring Holder hereunder and agrees to be bound by the terms and provisions of this Agreement and the Servicing Agreement and (ii) remakes each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the each non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an a Borrower Party Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. None of the provisions of this Section 12(a) shall apply in the case of a sale of Note A-1 together with Note A-2 and Note A-3, in accordance with the terms and conditions of the Lead Securitization PSA.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, Transferee or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an Affiliate of the a Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. None of the provisions of this Section 12(a) shall apply in the case of a sale of Note A-1 together with Note X-0, Xxxx X-0, Xxxx X-0, Xxxx X-0, Note A-6, Note A-7 and Note A-8, in accordance with the terms and conditions of the Lead Securitization PSA.

Transfer of Notes. (a) Each Note Holder may Transfer up to 49% (in the aggregate) agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its beneficial interest in its respective Note whether or not (a “Transfer”) except to a Qualified Institutional Lender. Promptly after any Transfer, non-transferring Note Holders shall be provided with (x) a representation from the related transferee or the applicable Note Holder certifying that such transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee Institutional Lender (except in the case of Transfers a Transfer in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 14. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that are made is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) if any such non-transferring Note Holder’s Note is held in connection with a Securitization) shall also remake Securitization Trust, provide each of the representations and warranties contained herein applicable engaged Rating Agencies for the benefit of the other Holdersuch Securitization Trust with a Rating Agency Confirmation. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such any non-transferring Note Holder’s Note is held in a SecuritizationSecuritization Trust, without until a Rating Agency Confirmation from is provided to each engaged Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with for such SecuritizationSecuritization Trust, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrowers or a Borrower or an Affiliate of the Borrower Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. The transferring Note Holder agrees that it shall pay the expenses of any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer and the Trustee) and all expenses Co-Lender Agreement (Gas Company Tower) 50 relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of any other Note Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note to an entity that is not a Mortgage Loan Borrower or a Borrower Related Party. None of the provisions of this Section 18(a) shall apply in the case of (1) a sale of the Lead Securitization Notes together with all of the Non-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust, or (3) the Transfer of any securities issued by a Securitization Trust.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, Transferee or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an Affiliate of the a Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. None of the provisions of this Section 12(a) shall apply in the case of (1) a sale of Note A-1 together with Note A-2, in accordance with the terms and conditions of the Lead Securitization PSA or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization PSA, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, Transferee or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an Affiliate of the a Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. None of the provisions of this Section 12(a) shall apply in the case of a sale of Note A-1 together with Note A-2, in accordance with the terms and conditions of the Lead Securitization PSA.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee (and its Affiliates) shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, or (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an a Borrower Party Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its beneficial interest in its respective Note whether or not (a “Transfer”) except to a Qualified Institutional Lender. Promptly after any Transfer (other than any Transfer between Initial Holders), non-transferring Holders shall be provided with (x) a representation from the related transferee or the applicable Holder certifying that such transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% Institutional Lender (except in the aggregatecase of a Transfer in accordance with the immediately following sentence) and (y) a copy of its beneficial interest in its Note unless (i) prior to a Securitization an assignment and assumption agreement whereby such transferee assumes all of any Note, the other obligations of the applicable Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received hereunder with respect to such Transfer, in which case the related transferee shall Note thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder accruing and agree agrees to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee If a Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (except a) obtain the consent of each non-transferring Holder and (b) if any such non-transferring Holder’s Note is held in the case of Transfers that are made in connection with a Securitization) shall also remake Securitization Trust, provide each of the representations and warranties contained herein applicable engaged Rating Agencies for the benefit of the other Holdersuch Securitization Trust with a Rating Agency Confirmation. Notwithstanding the foregoing, without the each non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such any non-transferring Holder’s Note is held in a SecuritizationSecuritization Trust, without until a Rating Agency Confirmation from is provided to each engaged Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with for such SecuritizationSecuritization Trust, no Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or an Affiliate of the a Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. The transferring Holder agrees that it shall pay the expenses of any non-transferring Holder (including all expenses of the Master Servicer, the Special Servicer and the Trustee) and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Holder shall have the right, without the need to obtain the consent of any other Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note to an entity that is not the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party. None of the provisions of this Section 18(a) shall apply in the case of (1) a sale of the Lead Securitization Notes together with all of the Non-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Mortgage Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust., or (3) the Transfer of any securities issued by a Securitization Trust.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, Transferee or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an Affiliate of the a Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. None of the provisions of this Section 12(a) shall apply in the case of a sale of Note A-1 together with Note A-2-1 and Note A-2-2, in accordance with the terms and conditions of the Lead Securitization PSA.

Transfer of Notes. (a) Each Note Holder may Transfer up to 49% (in the aggregate) agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its beneficial interest in its respective Note whether or not (a “Transfer”) except to a Qualified Institutional Lender. Promptly after any Transfer, non-transferring Note Holders shall be provided with (x) a representation from the related transferee or the applicable Note Holder certifying that such transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee Institutional Lender (except in the case of Transfers a Transfer in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 14. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that are made is not a Qualified Institutional Lender, it shall first (a) obtain the consent of each non-transferring Note Holder and (b) if any such non-transferring Note Holder’s Note is held in connection with a Securitization) shall also remake Securitization Trust, obtain a Rating Agency Confirmation from each of the representations and warranties contained herein applicable engaged Rating Agencies for the benefit of the other Holdersuch Securitization Trust. Notwithstanding the foregoing, without the each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such any non-transferring Note Holder’s Note is held in a SecuritizationSecuritization Trust, without until a Rating Agency Confirmation is obtained from each engaged Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with for such SecuritizationSecuritization Trust, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or an Affiliate of the a Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. The transferring Note Holder agrees that it shall pay the expenses of any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer and the Trustee) and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of any other Note Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note to an entity that is not the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party. None of the provisions of this Section 18(a) shall apply in the case of (1) a sale of the Lead Securitization Notes together with all of the Non-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust., or (3) the Transfer of any securities issued by a Securitization Trust.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an Affiliate of the a Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. None of the provisions of this Section 12(a) shall apply in the case of a sale of Note A-1 together with Note A-2, in accordance with the terms and conditions of the Lead Securitization PSA.

Transfer of Notes. (a) Each The Note B Holder may Transfer up to 49% or less in the aggregate (in the aggregateone or more transactions) of its beneficial interest in its Note Note, whether or not the related transferee is a Qualified Transferee Institutional Lender without a Rating Agency Confirmationthe consent or approval of the Note A Holder, the Servicer or any other Person, provided that any such Transfer shall be made in accordance with the conditions in the second succeeding sentence below. Each The Note B Holder shall not Transfer more than 49% (in the aggregateone or more transactions) of its beneficial interest in its Note Note, unless (i) prior to a Securitization of any Note, the other Note A Holder has consented (which consent shall not be unreasonably withheld, conditioned, or delayed) to such TransferTransfer (and the transferring Holder shall have paid all reasonable out-of-pocket costs and expenses of the Note A Holder in connection with obtaining any such consent), in which case the related transferee shall thereafter be deemed to be a “Qualified TransfereeInstitutional Lender” for all purposes under this Agreementagreement, or (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified TransfereeInstitutional Lender, provided any such Transfer made pursuant to clauses (i) or (ivii) of this sentence shall be made in accordance with the conditions in the next sentence of this Section 16(a). The Note B Holder agrees that each Transfer to be made by it under clauses (a) or (b) of this Section 16 is subject to the following conditions: (i) all such Transfer is Transfers shall be made upon at least three (3) Business Days’ prior written notice to the Note A Holder, (ii) a transferee of any interest in connection with a sale by a Securitization trust. Any such Note shall (x) execute an assignment and assumption agreement whereby such transferee must assume in writing assumes all or a ratable portion, as the case may be, of the obligations of the transferring Holder hereunder with respect to the transferred Note from and agree after the date of such assignment (or, in the case of a pledge, collateral assignment or other encumbrance by the transferring Holder of its Note solely as security for a loan to such transferring Holder, made by a third-party lender whereby the transferring Holder remains fully liable under this Agreement, such third party lender executes an agreement that such lender shall be bound by the terms and provisions of this Agreement and the obligations of the transferring Holder hereunder on and after the date on which such lender succeeds to the rights of the transferring Holder hereunder by foreclosure or otherwise) and (y) agree in writing to be bound by the Servicing Agreement. Such , unless the Servicing Agreement is not then in effect with respect to the Mortgage Loan, in which event the parties will enter into or agree to be bound by any replacement servicing agreement therefor in accordance with the provisions of Section 2 and (iii) the proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake remakes each of the representations and warranties contained herein for the benefit of the Note A Holder (other Holderthan the representation that the transferee is a Qualified Institutional Lender for transfers made pursuant to subsection (i) of the second sentence of this Section 16(a)). Notwithstanding anything to the foregoingcontrary contained herein, without none of the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no B Holder shall in any event Transfer all or any portion of its Note to a Borrower Party unless the Borrower or an Affiliate of the Borrower Note A Holder has consented to such Transfer, and any such Transfer without having obtained such prior consent shall be absolutely null void ab initio. Upon the consummation of a Transfer of all or any portion of Note B, the transferring Person shall be released from all liability arising under this Agreement with respect to such Note (or the portion thereof that was the subject of such Transfer), for the period after the effective date of such Transfer (it being understood and void and agreed that the foregoing release shall vest no rights not apply in the purported transfereecase of a sale, assignment, transfer or other disposition of a participation interest in Note B as described in clause (b) below).

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder agrees it shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note Note, except to a Qualified Transferee, unless (i) prior to a Securitization of any Note, the other Holder has Holders have consented to such Transfer, in which case the related transferee (and its Affiliates) shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, or (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any With respect to any Transfers pursuant to (i) or (ii) above (except with respect to a Transfer to a Securitization Trust) such transferee (x) must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and and, if applicable, the Servicing Agreement. Such proposed transferee Agreement and (except in the case of Transfers that are made in connection with a Securitizationy) shall also remake each of the representations and warranties contained herein for the benefit of the other HolderHolders. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an a Borrower Party Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. None of the provisions of this Section 12(a) shall apply in the case of a sale of Note A-1 together with Note A-2 and Note A-3, in accordance with the terms and conditions of the Lead Securitization PSA.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder of Note A-1 or Note A-2 shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. The Holder of Note A-3 may Transfer its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the Borrower or an Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made Other than in connection with a Securitization) the Securitization of any Note, such proposed transferee shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld, conditioned, or delayed), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the Borrower or an Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the each other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the each non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if any such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the applicable Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the any Borrower or an Affiliate of the Borrower Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. None of the provisions of this Section 12(a) shall apply in the case of a sale of Notes in accordance with the terms and conditions of the Lead Securitization Servicing Agreement.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder agrees it shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note Note, except to a Qualified Transferee, unless (i) prior to a Securitization of any Note, the other Holder has Holders have consented to such Transfer, in which case the related transferee (and its Affiliates) shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, or (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any With respect to any Transfers pursuant to (i) or (ii) above (except with respect to a Transfer to a Securitization Trust) such transferee must (x) assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and and, if applicable, the Servicing Agreement. Such proposed transferee Agreement and (except in the case of Transfers that are made in connection with a Securitizationy) shall also remake each of the representations and warranties contained herein for the benefit of the other HolderHolders. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the a Borrower or an a Borrower Party Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. None of the provisions of this Section 12(a) shall apply in the case of a sale of Note A-1-2 together with the other Notes in accordance with the terms and conditions of the Lead Securitization PSA.

Transfer of Notes. (a) Each The Note B Holder may Transfer up to shall not sell, assign, transfer, pledge, syndicate, sell, hypothecate, contribute, encumber, participate, sub participate or otherwise dispose of (each, a “Transfer”) more than a 49% interest (in one or more transactions) in Note B, without first receiving Rating Agency Confirmation (and the aggregateNote B Holder shall pay all reasonable out-of-pocket costs and expenses of the Lead Note Holder, all out-of-pocket costs and expenses of the Rating Agencies and all reasonable documented costs and expenses (including internal costs and expenses) of its beneficial the Servicer incurred in connection with obtaining such Rating -00- Xx-Xxxxxx XxxxxxxxxXxxxxxxxxx Xxxxxxx Agency Confirmation); provided that prior to the Lead Securitization, in connection with a proposed Transfer of more than a 49% interest (in its one or more transactions) in Note whether or not the related transferee is a Qualified Transferee without B, in lieu of obtaining a Rating Agency Confirmation. Each , the Note B Holder shall not obtain the prior written consent of the Lead Note Holder, which consent may be withheld in the sole and absolute discretion of the Lead Note Holder; and, provided, further, that the Note B Holder may at any time or from time to time Transfer more than all or any portion of Note B, without the requirement of any Rating Agency Confirmation, or prior to a Securitization, the written consent of the Lead Note Holder, but subject to the conditions contained in the third succeeding sentence, to a Qualified Institutional Lender that provides to each Note A Holder certification in writing from an authorized officer that it is a Qualified Institutional Lender; and provided, further, that notwithstanding anything to the contrary contained herein, in no event shall the Note B Holder Transfer Note B, or any portion thereof or interest therein to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party. Transfers of interests in Note B of 49% or less in the aggregate (in one or more transactions) shall not require prior consent or approval of each Note A Holder, any Servicer or any other Person, or Rating Agency Confirmation from any Rating Agency, provided that any such Transfer shall be made in accordance with the aggregateconditions in the second succeeding sentence. Pursuant to the Servicing Agreement, the Servicer shall be required to present promptly to the Rating Agencies for the purpose of obtaining any Rating Agency Confirmation any application and material prepared by the applicable Note B Holder relating to a Transfer, but shall not be required to make a recommendation or prepare a case to the Rating Agencies in connection with obtaining such Rating Agency Confirmation. Notwithstanding the foregoing, the Note B Holder agrees that each Transfer to be made by it under clauses (a) or (b) of its beneficial interest in its Note unless this Section 18 is subject to the following restrictions: (i) all such Transfers shall be made upon at least three (3) Business Days’ prior written notice to the Lead Note Holder, and (ii) a Securitization transferee shall (x) execute an assignment and assumption agreement whereby such transferee assumes all or a ratable portion, as the case may be, of any Note, the other obligations of the Note B Holder has consented hereunder with respect to Note B from and after the date of such Transferassignment (or, in which the case of a pledge, collateral assignment or other encumbrance by the related transferee shall thereafter be deemed Note B Holder of Note B, solely as security for a loan to be the Note B Holder, made by a “Qualified Transferee” for all purposes third-party lender whereby the Note B Holder remains fully liable under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee third party lender executes an agreement that such lender shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the obligations of the Note B Holder hereunder on and after the date on which such lender succeeds to the rights of the Note B Holder hereunder by foreclosure or otherwise) and (y) agree in writing to be bound by the Servicing Agreement, unless the Servicing Agreement is not then in effect with respect to the Mortgage Loan, in which event the parties will enter into or agree to be bound by any replacement servicing agreement therefor in accordance with the provisions of Section 4. Such proposed transferee (except in Upon the case consummation of Transfers that are made in connection with a Securitization) shall also remake each Transfer of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note B, the transferring Person shall be released from all liability arising under this Agreement with respect to Note B (or the portion thereof that was the subject of such Transfer), for the period after the effective date of such Transfer (it being understood and agreed that the foregoing release shall not apply in the case of a sale, assignment, transfer or other disposition of a participation interest in Note B as described in clause (b) below) and the transferee shall be the Note B Holder with respect to Note B for all purposes hereunder with all of the rights, interests and obligations related thereto. The foregoing provision of this Section 18(a) shall not apply to a Transfer of Note B to the Borrower or an Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.Lead Securitization Trust. -38- Co-Lender AgreementUniversity Village

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its beneficial interest in its respective Note whether (a “Transfer”) except to a Qualified Institutional Lender. Promptly after any Transfer (other than any Transfer between Initial Holders or not any Transfer by an Initial Holder to a Securitization Trust), non-transferring Holders shall be provided with (x) a representation from the related transferee or the applicable Holder certifying that such transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% Institutional Lender (except in the aggregatecase of a Transfer in accordance with the immediately following sentence) and (y) a copy of its beneficial interest in its Note unless (i) prior to a Securitization an assignment and assumption agreement whereby such transferee assumes all of any Note, the other obligations of the applicable Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received hereunder with respect to such Transfer, in which case the related transferee shall Note thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder accruing and agree agrees to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee If a Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (except a) obtain the consent of each non-transferring Holder and (b) if any such non-transferring Holder’s Note is held in the case of Transfers that are made in connection with a Securitization) shall also remake Securitization Trust, provide each of the representations and warranties contained herein applicable engaged Rating Agencies for the benefit of the other Holdersuch Securitization Trust with a Rating Agency Confirmation. Notwithstanding the foregoing, without the each non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such any non-transferring Holder’s Note is held in a SecuritizationSecuritization Trust, without until a Rating Agency Confirmation from is provided to each engaged Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with for such SecuritizationSecuritization Trust, no Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or an Affiliate of the a Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. The transferring Xxxxxx agrees that it shall pay the expenses of any non-transferring Holder (including all expenses of the Master Servicer, the Special Servicer and the Trustee) and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Holder shall have the right, without the need to obtain the consent of any other Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note to an entity that is not the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party. None of the provisions of this Section 18(a) shall apply in the case of (1) a sale of the Lead Securitization Notes together with all of the Non-Lead Co-Lender Agreement (Xxxxxx Commons – 000 Xxxxx Xxxxxx) Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust, or (3) the Transfer of any securities issued by a Securitization Trust.

Transfer of Notes. (a) Each The Note B Holder may Transfer up to shall not sell, assign, transfer, pledge, syndicate, sell, hypothecate, contribute, encumber, participate, sub participate or otherwise dispose of (each, a “Transfer”) more than a 49% interest (in one or more transactions) in Note B, without first receiving Rating Agency Confirmation (and the aggregateNote B Holder shall pay all reasonable out-of-pocket costs and expenses of the Lead Note Holder, all out-of-pocket costs and expenses of the Rating Agencies and all reasonable documented costs and expenses (including internal costs and expenses) of its beneficial the Servicer incurred in connection with obtaining such Rating Agency Confirmation); provided that prior to the Lead Securitization, in connection with a proposed Transfer of more than a 49% interest (in its one or more transactions) in Note whether or not the related transferee is a Qualified Transferee without B, in lieu of obtaining a Rating Agency Confirmation. Each , the Note B Holder shall not obtain the prior written consent of the Lead Note Holder, which consent may be withheld in the sole and absolute discretion of the Lead Note Holder; and, provided, further, that the Note B Holder may at any time or from time to time Transfer more than all or any portion of Note B, without the requirement of any Rating Agency Confirmation, or prior to a Securitization, the written consent of the Lead Note Holder, but subject to the conditions contained in the third succeeding sentence, to a Qualified Institutional Lender that provides to each Note A Holder certification in writing from an authorized officer that it is a Qualified Institutional Lender; and provided, further, that notwithstanding anything to the contrary contained herein, in no event shall the Note B Holder Transfer Note B, or any portion thereof or interest therein to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party. Transfers of interests in Note B of 49% or less in the aggregate (in one or more transactions) shall not require prior consent or approval of each Note A Holder, any Servicer or any other Person, or Rating Agency Confirmation from any Rating Agency, provided that any such Transfer shall be made in accordance with the aggregateconditions in the second succeeding sentence. Pursuant to the Servicing Agreement, the Servicer shall be required to present promptly to the Rating Agencies for the purpose of obtaining any Rating Agency Confirmation any application and material prepared by the applicable Note B Holder relating to a Transfer, but shall not be required to make a recommendation or prepare a case to the Rating Agencies in connection with obtaining such Rating Agency Confirmation. Notwithstanding the foregoing, the Note B Holder agrees that each Transfer to be made by it under clauses (a) or (b) of its beneficial interest in its Note unless this Section 18 is subject to the following restrictions: (i) all such Transfers shall be made upon at least three (3) Business Days’ prior written notice to the Lead Note Holder, and (ii) a Securitization transferee shall (x) execute an assignment and assumption agreement whereby such transferee assumes all or a ratable portion, as the case may be, of any Note, the other obligations of the Note B Holder has consented hereunder with respect to Note B from and after the date of such Transferassignment (or, in which the case of a pledge, collateral assignment or other encumbrance by the related transferee shall thereafter be deemed Note B Holder of Note B, solely as security for a loan to be the Note B Holder, made by a “Qualified Transferee” for all purposes third-party lender whereby the Note B Holder remains fully liable under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee third party lender executes an agreement that such lender shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the obligations of the Note B Holder hereunder on and after the date on which such lender succeeds to the rights of the Note B Holder hereunder by foreclosure or otherwise) and (y) agree in writing to be bound by the Servicing Agreement, unless the Servicing Agreement is not then in effect with respect to the Mortgage Loan, in which event the parties will enter into or agree to be bound by any replacement servicing agreement therefor in accordance with the provisions of Section 4. Such proposed transferee (except in Upon the case consummation of Transfers that are made in connection with a Securitization) shall also remake each Transfer of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note B, the transferring Person shall be released from all liability arising under this Agreement with respect to Note B (or the portion thereof that was the subject of such Transfer), for the period after the effective date of such Transfer (it being understood and agreed that the foregoing release shall not apply in the case of a sale, assignment, transfer or other disposition of a participation interest in Note B as described in clause (b) below) and the transferee shall be the Note B Holder with respect to Note B for all purposes hereunder with all of the rights, interests and obligations related thereto. The foregoing provision of this Section 18(a) shall not apply to a Transfer of Note B to the Borrower or an Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transfereeLead Securitization Trust.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the Borrower Borrowers or an Affiliate of the Borrower Borrowers and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has Holders have consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, Transferee or (iv) such Transfer is in connection with a sale by a Securitization trustTrust; provided that if such Transfer is a Transfer of the Lead Note, such Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake hereby assumes the obligations of the transferring Holder hereunder and agrees to be bound by the terms and provisions of this Agreement and the Servicing Agreement and (ii) remakes each of the representations and warranties contained herein for the benefit of the other HolderHolders. Notwithstanding the foregoing, without the each non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the Borrower or an a Borrower Party Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. None of the provisions of this Section 12(a) shall apply in the case of a sale of Note A-1, Note A-2, Note A-3 and Note A-4 together with Note A-5, in accordance with the terms and conditions of the Lead Securitization PSA.

Transfer of Notes. (a) Each The Note B Holder may Transfer up to shall not sell, assign, transfer, pledge, syndicate, sell, hypothecate, contribute, encumber, participate, sub participate or otherwise dispose of (each, a “Transfer”) more than a 49% interest (in one or more transactions) in Note B, without first receiving Rating Agency Confirmation (and the aggregateNote B Holder shall pay all reasonable out-of-pocket costs and expenses of the Lead Note Holder, all out-of-pocket costs and expenses of the Rating Agencies and all reasonable documented costs and expenses (including internal costs and expenses) of its beneficial the Servicer incurred in connection with obtaining such Rating -30- Xx-Xxxxxx XxxxxxxxxXxxxxxxxxx Xxxxxxx Agency Confirmation); provided that prior to the Lead Securitization, in connection with a proposed Transfer of more than a 49% interest (in its one or more transactions) in Note whether or not the related transferee is a Qualified Transferee without B, in lieu of obtaining a Rating Agency Confirmation. Each , the Note B Holder shall not obtain the prior written consent of the Lead Note Holder, which consent may be withheld in the sole and absolute discretion of the Lead Note Holder; and, provided, further, that the Note B Holder may at any time or from time to time Transfer more than all or any portion of Note B, without the requirement of any Rating Agency Confirmation, or prior to a Securitization, the written consent of the Lead Note Holder, but subject to the conditions contained in the third succeeding sentence, to a Qualified Institutional Lender that provides to each Note A Holder certification in writing from an authorized officer that it is a Qualified Institutional Lender; and provided, further, that notwithstanding anything to the contrary contained herein, in no event shall the Note B Holder Transfer Note B, or any portion thereof or interest therein to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party. Transfers of interests in Note B of 49% or less in the aggregate (in one or more transactions) shall not require prior consent or approval of each Note A Holder, any Servicer or any other Person, or Rating Agency Confirmation from any Rating Agency, provided that any such Transfer shall be made in accordance with the aggregateconditions in the second succeeding sentence. Pursuant to the Servicing Agreement, the Servicer shall be required to present promptly to the Rating Agencies for the purpose of obtaining any Rating Agency Confirmation any application and material prepared by the applicable Note B Holder relating to a Transfer, but shall not be required to make a recommendation or prepare a case to the Rating Agencies in connection with obtaining such Rating Agency Confirmation. Notwithstanding the foregoing, the Note B Holder agrees that each Transfer to be made by it under clauses (a) or (b) of its beneficial interest in its Note unless this Section 18 is subject to the following restrictions: (i) all such Transfers shall be made upon at least three (3) Business Days’ prior written notice to the Lead Note Holder, and (ii) a Securitization transferee shall (x) execute an assignment and assumption agreement whereby such transferee assumes all or a ratable portion, as the case may be, of any Note, the other obligations of the Note B Holder has consented hereunder with respect to Note B from and after the date of such Transferassignment (or, in which the case of a pledge, collateral assignment or other encumbrance by the related transferee shall thereafter be deemed Note B Holder of Note B, solely as security for a loan to be the Note B Holder, made by a “Qualified Transferee” for all purposes third-party lender whereby the Note B Holder remains fully liable under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee third party lender executes an agreement that such lender shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the obligations of the Note B Holder hereunder on and after the date on which such lender succeeds to the rights of the Note B Holder hereunder by foreclosure or otherwise) and (y) agree in writing to be bound by the Servicing Agreement, unless the Servicing Agreement is not then in effect with respect to the Mortgage Loan, in which event the parties will enter into or agree to be bound by any replacement servicing agreement therefor in accordance with the provisions of Section 4. Such proposed transferee (except in Upon the case consummation of Transfers that are made in connection with a Securitization) shall also remake each Transfer of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note B, the transferring Person shall be released from all liability arising under this Agreement with respect to Note B (or the portion thereof that was the subject of such Transfer), for the period after the effective date of such Transfer (it being understood and agreed that the foregoing release shall not apply in the case of a sale, assignment, transfer or other disposition of a participation interest in Note B as described in clause (b) below) and the transferee shall be the Note B Holder with respect to Note B for all purposes hereunder with all of the rights, interests and obligations related thereto. The foregoing provision of this Section 18(a) shall not apply to a Transfer of Note B to the Borrower or an Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.Lead Securitization Trust. -38- Co-Lender AgreementUniversity Village

Transfer of Notes. Each Consenting Noteholder agrees severally (aand not jointly) Each Holder may Transfer up that, during the Agreement Effective Period, such Consenting Lender shall not, directly or indirectly sell, transfer, use, loan, issue, pledge, hypothecate, assign or otherwise dispose of (“Transfer”), in whole or in part, any of the Notes held by it or any option thereon or any right or interest therein (including granting any proxies with respect to 49% any Notes, depositing any Notes into a voting trust or entering into a voting agreement with respect to any Notes), unless the transferee of such Notes (in the aggregate“Transferee”) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless either (i) is a Consenting Noteholder or (ii) prior to the effectiveness of such Transfer executes and delivers a Securitization joinder to this agreement, substantially in the form of any NoteExhibit B hereto (a “Joinder”), to (x) Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”) as counsel to Navios, and (y) Stroock & Stroock & Xxxxx LLP (“Stroock”) as counsel to the other Holder has consented to such TransferInitial Consenting Noteholders, in which case the related transferee Transferee shall thereafter be deemed to be a “Qualified Transferee” Consenting Noteholder for all purposes under of this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will restrictions on Transfer set forth in this Section 3(c) shall not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note apply to the Borrower grant of any encumbrances on any Notes in favor of a bank or an Affiliate broker-dealer holding custody of such Notes in the Borrower ordinary course of business and any which encumbrance is released upon the Transfer of such Transfer Notes. Any transfer of Notes by a Consenting Noteholder that does not comply with the procedures set forth in this Agreement shall be absolutely null void ab initio and void Navios and each other Consenting Noteholder shall vest no rights in have the purported transfereeright to enforce the voiding of such Transfer.

Transfer of Notes. (a) Each Holder may Transfer up to 49% or less in the aggregate (in the aggregateone or more transactions) of its beneficial interest in its Note Note, whether or not the related transferee is a Qualified Transferee Institutional Lender without a Rating Agency Confirmationthe consent or approval of the other Holder, the Servicer or any other Person, provided that any such Transfer shall be made in accordance with the conditions in the second succeeding sentence below. Each No Holder shall not Transfer more than 49% (in the aggregateone or more transactions) of its beneficial interest in its Note Note, unless (i) prior to a Securitization of any Note, the other Holder has consented (which consent shall not be unreasonably withheld, conditioned, or delayed) to such TransferTransfer (and the transferring Holder shall have paid all reasonable out-of-pocket costs and reasonable expenses of the non-transferring Holder in connection with obtaining any such consent), in which case the related transferee shall thereafter be deemed to be a “Qualified TransfereeInstitutional Lender” for all purposes under this Agreementagreement, or (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified TransfereeInstitutional Lender, provided any such Transfer made pursuant to clauses (i) or (ivii) of this sentence shall be made in accordance with the conditions in the next sentence of this Section 16(a). Each Holder agrees that each Transfer to be made by it under clauses (a) or (b) of this Section 16 is subject to the following conditions: (i) all such Transfer is Transfers shall be made upon at least three (3) Business Days’ prior written notice to the other Holder, (ii) a transferee of any interest in such Note shall (x) other than in connection with a sale by Transfer of a Securitization trust. Any participation interest as described in Section 16(b) execute an assignment and assumption agreement whereby such transferee must assume in writing assumes all or a ratable portion, as the case may be, of the obligations of the transferring Holder hereunder with respect to the transferred Note from and agree after the date of such assignment (or, in the case of a pledge, collateral assignment or other encumbrance by the transferring Holder of its Note solely as security for a loan to such transferring Holder, made by a third-party lender whereby the transferring Holder remains fully liable under this Agreement, such third party lender executes an agreement that such lender shall be bound by the terms and provisions of this Agreement and the obligations of the transferring Holder hereunder on and after the date on which such lender succeeds to the rights of the transferring Holder hereunder by foreclosure or otherwise) and (y) agree in writing to be bound by the Servicing Agreement. Such , unless the Servicing Agreement is not then in effect with respect to the Mortgage Loan, in which event the parties will enter into or agree to be bound by any replacement servicing agreement therefor in accordance with the provisions of Section 2 and (iii) the proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake remakes each of the representations and warranties contained herein for the benefit of the other HolderHolder (other than the representation that the transferee is a Qualified Institutional Lender for transfers made pursuant to subsection (i) of the second sentence of this Section 16(a)). Notwithstanding anything to the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitizationcontrary contained herein, no Holder shall in any event Transfer all or any portion of its Note to the a Borrower or an Affiliate of the Borrower Party unless each other Holder has consented to such Transfer, and any such Transfer without having obtained such prior consent shall be absolutely null void ab initio. Upon the consummation of a Transfer of all or any portion of a Note or interest therein, the transferring Person shall be released from all liability arising under this Agreement with respect to such Note (or the portion thereof or interest therein that was the subject of such Transfer), accruing after the effective date of such Transfer (it being understood and void and agreed that the foregoing release shall vest no rights not apply in the purported transfereecase of a sale, assignment, transfer or other disposition of a participation interest in a Note as described in clause (b) below).

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its beneficial interest in its respective Note whether (a “Transfer”) except to a Qualified Institutional Lender. Promptly after any Transfer (other than any Transfer between Initial Holders or not any Transfer by an Initial Holder to a Securitization Trust), non-transferring Holders shall be provided with (x) a representation from the related transferee or the applicable Holder certifying that such transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% Institutional Lender (except in the aggregatecase of a Transfer in accordance with the Co-Lender Agreement (One Manhattan West) immediately following sentence) and (y) a copy of its beneficial interest in its Note unless (i) prior to a Securitization an assignment and assumption agreement whereby such transferee assumes all of any Note, the other obligations of the applicable Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received hereunder with respect to such Transfer, in which case the related transferee shall Note thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder accruing and agree agrees to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee If a Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (except a) obtain the consent of each non-transferring Holder and (b) if any such non-transferring Holder’s Note is held in the case of Transfers that are made in connection with a Securitization) shall also remake Securitization Trust, provide each of the representations and warranties contained herein applicable engaged Rating Agencies for the benefit of the other Holdersuch Securitization Trust with a Rating Agency Confirmation. Notwithstanding the foregoing, without the each non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such any non-transferring Holder’s Note is held in a SecuritizationSecuritization Trust, without until a Rating Agency Confirmation from is provided to each engaged Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with for such SecuritizationSecuritization Trust, no Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or an Affiliate of the a Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. The transferring Holder agrees that it shall pay the expenses of any non-transferring Holder (including all expenses of the Master Servicer, the Special Servicer and the Trustee) and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Holder shall have the right, without the need to obtain the consent of any other Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note to an entity that is not the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party. None of the provisions of this Section 18(a) shall apply in the case of (1) a sale of the Lead Securitization Notes together with all of the Non-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust, or (3) the Transfer of any securities issued by a Securitization Trust.

Transfer of Notes. (a) Each The Note B Holder may Transfer up to shall not sell, assign, transfer, pledge, syndicate, sell, hypothecate, contribute, encumber, participate, subparticipate or otherwise dispose of (each, a “Transfer”) more than a 49% interest (in one or more transactions) in Note B, without first receiving Rating Agency Confirmation (and the aggregateNote B Holder shall pay all reasonable out-of-pocket costs and expenses of the Lead Note Holder, all out-of-pocket costs and expenses of the Rating Agencies and all reasonable documented costs and expenses (including internal costs and expenses) of its beneficial the Servicer incurred in connection with obtaining such Rating Agency Confirmation); provided that prior to the Lead Securitization, in connection with a proposed Transfer of more than a 49% interest (in its one or more transactions) in Note whether or not the related transferee is a Qualified Transferee without B, in lieu of obtaining a Rating Agency Confirmation. Each , the Note B Holder shall not obtain the prior written consent of the Lead Note Holder, which consent may be withheld in the sole and absolute discretion of the Lead Note Holder; and, provided further, that the Note B Holder may at any time or from time to time Transfer more than all or any portion of Note B, without the requirement of any Rating Agency Confirmation, or prior to a Securitization, the written consent of the Lead Note Holder, but subject to the conditions contained in the third succeeding sentence, to a Qualified Institutional Lender that provides to each Note A Holder certification in writing from an authorized officer that it is a Qualified Institutional Lender; and provided, further, that notwithstanding anything to the contrary contained herein, in no event shall the Note B Holder Transfer Note B, or any portion thereof or interest therein to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party. Transfers of interests in Note B of 49% or less in the aggregate (in one or more transactions) shall not require prior consent or approval of each Note A Holder, any Servicer or any other Person, or Rating Agency Confirmation from any Rating Agency, provided that any such Transfer shall be made in accordance with the aggregateconditions in the second succeeding sentence. Pursuant to the Servicing Agreement, the Servicer shall be required to present promptly to the Rating Agencies for the purpose of obtaining any Rating Agency Confirmation any application and material prepared by the applicable Note B Holder relating to a Transfer, but shall not be required to make a recommendation or prepare a case to the Rating Agencies in connection with obtaining such Rating Agency Confirmation. Notwithstanding the foregoing, the Note B Holder agrees that each Transfer to be made by it under clauses (a) or (b) of its beneficial interest in its Note unless this Section 18 is subject to the following restrictions: (i) all such Transfers shall be made upon at least three (3) Business Days’ prior written notice to the Lead Note Holder, and (ii) a Securitization transferee shall (x) execute an assignment and assumption agreement whereby such transferee assumes all or a ratable portion, as the case may be, of any Note, the other obligations of the Note B Holder has consented hereunder with respect to Note B from and after the date of such Transferassignment (or, in which the case of a pledge, collateral assignment or other encumbrance by the related transferee shall thereafter be deemed Note B Holder of Note B, solely as security for a loan to be the Note B Holder, made by a “Qualified Transferee” for all purposes third-party lender whereby the Note B Holder remains fully liable under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee third party lender executes an agreement that such lender shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the obligations of the Note B Holder hereunder on and after the date on which such lender succeeds to the rights of the Note B Holder hereunder by foreclosure or otherwise) and (y) agree in writing to be bound by the Servicing Agreement, unless the Servicing Agreement is not then in effect with respect to the Mortgage Loan, in which event the parties will enter into or agree to be bound by any replacement servicing agreement therefor in accordance with the provisions of Section 4. Such proposed transferee (except in Upon the case consummation of Transfers that are made in connection with a Securitization) shall also remake each Transfer of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note B, the transferring Person shall be released from all liability arising under this Agreement with respect to Note B (or the portion thereof that was the subject of such Transfer), for the period after the effective date of such Transfer (it being understood and agreed that the foregoing release shall not apply in the case of a sale, assignment, transfer or other disposition of a participation interest in Note B as described in clause (b) below) and the transferee shall be the Note B Holder with respect to Note B for all purposes hereunder with all of the rights, interests and obligations related thereto. The foregoing provision of this Section 18(a) shall not apply to a Transfer of Note B to the Borrower or an Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transfereeLead Securitization Trust.

Transfer of Notes. (a) Each Holder may Transfer up to 49% (in the aggregate) agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its beneficial interest in its respective Note whether (a “Transfer”) except to a Qualified Institutional Lender. Promptly after any Transfer (other than any Transfer between Initial Holders or not any Transfer by an Initial Holder to a Securitization Trust), non-transferring Holders shall be provided with (x) a representation from the related transferee or the applicable Holder certifying that such transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% Institutional Lender (except in the aggregatecase of a Transfer in accordance with the immediately following sentence) and (y) a copy of its beneficial interest in its Note unless (i) prior to a Securitization an assignment and assumption agreement whereby such transferee assumes all of any Note, the other obligations of the applicable Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received hereunder with respect to such Transfer, in which case the related transferee shall Note thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder accruing and agree agrees to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee If a Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (except a) obtain the consent of each non-transferring Holder and (b) if any such non-transferring Holder’s Note is held in the case of Transfers that are made in connection with a Securitization) shall also remake Securitization Trust, provide each of the representations and warranties contained herein applicable engaged Rating Agencies for the benefit of the other Holdersuch Securitization Trust with a Rating Agency Confirmation. Notwithstanding the foregoing, without the each non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such any non-transferring Holder’s Note is held in a SecuritizationSecuritization Trust, without until a Rating Agency Confirmation from is provided to each engaged Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with for such SecuritizationSecuritization Trust, no Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or an Affiliate of the a Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. The transferring Holder agrees that it shall pay the expenses of any non-transferring Holder (including all expenses of the Master Servicer, the Special Servicer and the Trustee) and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Holder shall have the right, without the need to obtain the consent of any other Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note to an entity that is not the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party. None of the provisions of this Section 18(a) shall apply in the case of (1) a sale of the Lead Securitization Notes together with all of the Non-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Co-Lender Agreement (Cambridge Crossing – 222 Xxxxxx) Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust, or (3) the Transfer of any securities issued by a Securitization Trust.