Exhibit 4.16


 


EXECUTION VERSION


	 






 


681
Fifth Avenue


 


CO-LENDER
AGREEMENT


 


Dated
as of November 4, 2016


 


between


 


UBS
AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York

(Note A-1 Holder, Note A-2 Holder, Note A-3 Holder and Note A-4 Holder)


 


and


 


CITIGROUP
GLOBAL MARKETS REALTY CORP.

(Note A-5 Holder and Note A-6 Holder)





	 





 




    	 



    	 



    

 


TABLE
OF CONTENTS


 


Page


 




	1.       Definitions;
    Conflicts	2
	2.       Servicing
    of the Mortgage Loan	18
	3.       Priority
    of Notes	20
	4.       Workout	21
	5.       Accounts;
    Payment Procedure	21
	6.       Limitation
    on Liability	22
	7.       Representations
    of the Holders	22
	8.       Independent
    Analyses of each Holder	23
	9.       No
    Creation of a Partnership or Exclusive Purchase Right	23
	10.     Not
    a Security	23
	11.     Other
    Business Activities of the Holders	23
	12.     Transfer
    of Notes	24
	13.     Exercise
    of Remedies by the Servicer	26
	14.     Rights
    of the Directing Holder	28
	15.     Appointment
    of Special Servicer	29
	16.     Rights
    of the Non-Directing Holders	29
	17.     Advances;
    Reimbursement of Advances	30
	18.     Provisions
    Relating to Securitization	32
	19.     Governing
    Law; Waiver of Jury Trial	39
	20.     Modifications	40
	21.     Successors
    and Assigns; Third Party Beneficiaries	40
	22.     Counterparts	40
	23.     Captions	40
	24.     Notices	40
	25.     Custody
    of Mortgage Loan Documents / Mortgagee of Record	40



 



    	-i- 



    	 



    

 


THIS
CO-LENDER AGREEMENT (this “Agreement”), dated as of November 4, 2016, is between UBS AG, by and through its
branch office at 1285 Avenue of the Americas, New York, New York, a Swiss banking corporation (“UBS AG, New York Branch”),
having an address at 1285 Avenue of the Americas, New York, New York 10019, as the Initial Note A-1 Holder, the Initial Note A-2
Holder, the Initial Note A-3 Holder and the Initial Note A-4 Holder, and CITIGROUP GLOBAL MARKETS REALTY CORP., a New York
corporation (“Citi”), having an address at 390 Greenwich Street, 7th Floor, New York, New York, as the Initial
Note Note A-5 Holder and the Initial Note A-6 Holder; (the Initial Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note
A-3 Holder, the Initial Note A-4 Holder, the Initial Note A-5 Holder and the Initial Note A-6 Holder are each referred to herein
as a “Initial Note Holder” and collectively the “Initial Note Holders”).


 


W I T N E S S E T H:


 


WHEREAS,
UBS AG, New York Branch and Citi have made a mortgage loan in the original principal amount of $215,000,000 (the “Mortgage
Loan”) to 681 Fifth Avenue LLC, a Delaware limited liability company (the “Borrower”), pursuant to
a loan agreement between the Borrower, as borrower, and UBS AG, New York Branch and Citi, as lenders, dated as of November 4,
2016 (the “Loan Agreement”);


 


WHEREAS,
the Mortgage Loan is evidenced by six promissory notes, Promissory Note A-1 in the original principal amount of $80,000,000, Promissory
Note A-2 in the original principal amount of $15,000,000, Promissory Note A-3 in the original principal amount of $15,000,000,
Promissory Note A-4 in the original principal amount of $19,000,000, Promissory Note A-5 in the original principal amount of $57,500,000
and Promissory Note A-6 in the original principal amount of $28,500,000 (“Note A-1”, “Note A-2”,
“Note A-3”, “Note A-4”, “Note A-5” and “Note A-6”,
respectively and individually, and each a “Note” and collectively the “Notes”);


 


WHEREAS,
the Mortgage Loan is secured by a first mortgage lien (the “Mortgage”) on the real property known as 681 Fifth
Avenue, located in New York, New York (the “Mortgaged Property”);


 


WHEREAS,
each Initial Note Holder intends, but is not bound, to sell transfer and assign all or a portion of its right, title and interest
in and to its respective Note to one or more depositors who will in turn transfer the same to one or more trusts as part of the
securitization of one or more mortgage loans;


 


WHEREAS,
the parties hereto desire to enter into this Agreement to memorialize the terms under which they, and their successors and assigns,
shall hold Note A-1, Note A-2, Note A-3, Note A-4, Note A-5 and Note A-6, respectively;


 






    	 



    	 



    

 


NOW,
THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto mutually agree as follows:


 


1.            Definitions;
Conflicts. References to a “Section” or the “recitals” are, unless otherwise specified, to a Section
or the recitals of this Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto
in the Servicing Agreement. To the extent of any inconsistency between this Agreement and the Servicing Agreement, this Agreement
shall control. Whenever used in this Agreement, the following terms shall have the respective meanings set forth below unless
the context clearly requires otherwise.


 


“Accelerated
Mezzanine Loan” shall mean any mezzanine loan (secured by a pledge of the direct (or indirect) equity interests in the
Mortgagor) related to the Mortgage Loan if such mezzanine loan either (i) has been accelerated, or (ii) is the subject of foreclosure
proceedings against the related collateral for such mezzanine loan.


 


“Acceptable
Insurance Default” shall have the meaning assigned to such term or analogous term in the Servicing Agreement.


 


“Advance”
shall mean any P&I Advance or Property Advance made with respect to any of the Notes, the Mortgage Loan or the Mortgaged Property
pursuant to the Note A-1 PSA, the Note A-2 PSA, the Note A-3 PSA, the Note A-4 PSA, the Note A-5 PSA or the Note A-6 PSA.


 


“Affiliate”
shall mean, (i) prior to the occurrence of the Lead Securitization, with respect to any specified Person, (a) any other Person
controlling or controlled by or under common control with such specified Person (each, a “Common Control Party”),
(b) any other Person owning, directly or indirectly, ten percent (10%) or more of the beneficial interests in such Person or (c)
any other Person in which such Person or a Common Control Party owns, directly or indirectly, ten percent (10%) or more of the
beneficial interests (and, for the purposes of the definition in this clause (i), “control” when used with respect
to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract, relation to individuals or otherwise, and the terms “controlling”
and “controlled” have meanings correlative to the foregoing), and (ii) following the occurrence of the Lead Securitization,
shall have the meaning assigned thereto in the Lead Securitization Servicing Agreement.


 


“Agreement”
shall mean this Co-Lender Agreement, the exhibits and schedules hereto, and all amendments hereof and supplements hereto.


 


“Asset
Review” shall mean any review of representations and warranties conducted by a Non-Lead Asset Representations Reviewer,
as contemplated by Item 1101(m) of Regulation AB.


 


“Borrower”
shall have the meaning assigned to such term in the recitals.


 






    	-2- 



    	 



    

 


“Borrower
Party” shall mean (i) prior to the occurrence of the Lead Securitization, either (a) the Borrower, any other Mortgagor
or the manager of the Mortgaged Property or any Affiliate of any of the foregoing or (b) a holder or beneficial owner of any Accelerated
Mezzanine Loan or any Affiliate of any of the foregoing, and (ii) following the occurrence of the Lead Securitization, shall have
the meaning assigned to the term “Borrower Restricted Party” or “Borrower Party”, as applicable, in the
Lead Securitization Servicing Agreement.


 


“Business
Day” shall have the meaning assigned to such term in the Servicing Agreement.


 


“CLO
Asset Manager” shall mean, with respect to any Securitization Vehicle that is a CLO, the entity that is responsible
for managing or administering the underlying assets of such Securitization Vehicle or, if applicable, the assets of any Intervening
Trust Vehicle (including, without limitation, the right to exercise any consent and control rights available to the Directing
Holder).


 


“Certificate
Administrator” shall mean the certificate administrator under the Lead Securitization Servicing Agreement.


 


“Certificate
Administrator Fees” shall have the meaning given to such term or an analogous term in the Note A-1 PSA, the Note A-2
PSA, the Note A-3 PSA, the Note A-4 PSA, the Note A-5 PSA or the Note A-6 PSA.


 


“Certificates”
shall mean any securities issued in connection with the Note A-1 Securitization, the Note A-2 Securitization, the Note A-3 Securitization,
the Note A-4 Securitization, the Note A-5 Securitization or the Note A-6 Securitization.


 


“Citi”
shall have the meaning assigned to such term in the introductory paragraph of this Agreement.


 


“CLO”
shall have the meaning assigned to such term in the definition of Qualified Transferee.


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


“Collection
Account” shall mean the “collection account” or sub-account thereof, established under the Servicing Agreement
for the purpose of servicing the Mortgage Loan.


 


“Commission”
shall have the meaning assigned to such term in Section 18(b)(ix).


 


“Control”
shall mean the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership
interests of an entity and the possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise. “controlled by,”
“controlling” and “under common control with” shall have the respective correlative meaning thereto.


 






    	-3- 



    	 



    

 


“Custodian”
shall mean the custodian under the Lead Securitization Servicing Agreement.


 


“DBRS”
shall mean DBRS, Inc. and its successors in interest.


 


“Defaulted
Mortgage Loan” shall mean the Mortgage Loan in the event that the Mortgage Loan is delinquent at least 60 days in respect
of its Monthly Payments or more than 60 days in respect of its balloon payment, in either case to be determined without giving
effect to any grace period permitted by the Mortgage Loan Documents and without regard to any acceleration of payments under the
Mortgage Loan Documents.


 


“Depositor”
shall mean (i) with respect to the Note A-1 Securitization, the depositor under the Note A-1 PSA, (ii) with respect to the Note
A-2 Securitization, the depositor under the Note A-2 PSA, (iii) with respect to the Note A-3 Securitization, the depositor under
the Note A-3 PSA, (iv) with respect to the Note A-4 Securitization, the depositor under the Note A-4 PSA, (v) with respect to
the Note A-5 Securitization, the depositor under the Note A-5 PSA and (vi) with respect to the Note A-6 Securitization, the depositor
under the Note A-6 PSA.


 


“Directing
Holder” shall mean the Holder of Note A-1 or, if the Note A-1 is included in a Securitization, the holders of Certificates
issued in connection with such Securitization representing the specified interest in the class of Certificates designated as the
“Controlling Class” or the duly appointed representative of the holders of such Certificates or such other party that
the Note A-1 Holder grants the right to exercise the rights granted to the Directing Holder in this Agreement; provided,
that no Borrower Party shall be entitled to act as Directing Holder.


 


“Event
of Default” shall mean an “Event of Default” as defined in the Loan Agreement.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


“Excluded
Amounts” shall mean:


 


(i)          proceeds,
awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Borrower in accordance
with the terms of the Mortgage Loan Documents;


 


(ii)         amounts
required to be deposited in reserve or escrow pursuant to the Mortgage Loan Documents; and


 


(iii)        amounts
that are then due and payable pursuant to the Servicing Agreement to the parties to the Servicing Agreement, including, without
limitation, Servicing Fees, Special Servicing Fees, if applicable, reimbursement of costs and expenses, reimbursement of Property
Advances and interest thereon at the Reimbursement Rate;


 


provided,
however, that Excluded Amounts shall not include (A) any amounts received in respect of any P&I Advances (and interest thereon),
(B) any Servicing Fees due to the Master


 






    	-4- 



    	 



    

 


Servicer in excess of the Servicing Fee calculated at the “primary servicing fee
rate” set forth in the Servicing Agreement and (C) any Trustee Fees, Certificate Administrator Fees or Operating Advisor
Fees.


 


“Fitch”
shall mean Fitch Ratings, Inc. and its successors in interest.


 


“Hazardous
Materials” shall mean any dangerous, toxic or hazardous pollutants, chemicals, wastes, or substances, including, without
limitation, those so identified pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C.
§ 9601 et seq., or any other environmental laws now existing, and specifically including, without limitation, asbestos
and asbestos-containing materials, polychlorinated biphenyls (“PCBs”), radon gas, petroleum and petroleum products,
urea formaldehyde and any substances classified as being “in inventory,” “usable work in process” or similar
classification which would, if classified as unusable, be included in the foregoing definition.


 


“Holder”
shall mean each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and
the Note A-6 Holder.]


 


“Initial
Note A-1 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial
Note A-2 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial
Note A-3 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial
Note A-4 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial
Note A-5 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial
Note A-6 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial
Note Holder” shall mean each of the Initial Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note A-3 Holder,
the Initial Note A-4 Holder, the Initial Note A-5 Holder and the Initial Note A-6 Holder (each as defined in the preamble to this
Agreement).


 


“Intervening
Trust Vehicle” shall mean, with respect to any Securitization Vehicle that is a CLO, a trust vehicle or entity which
holds Note A-1, Note A-2, Note A-3, Note A-4, Note A-5 or Note A-6 as collateral securing (in whole or in part) any obligation
or security held by such Securitization Vehicle as collateral for the CLO.


 


“KBRA”
shall mean Kroll Bond Rating Agency, Inc. and its successors in interest.


 






    	-5- 



    	 



    

 


“Lead
Note” shall mean:


 


(i)
during the period from and after the earliest of (a) the Note A-2 Securitization Date, (b) the Note A-3 Securitization Date, (c)
the Note A-4 Securitization Date, (d) the Note A-5 Securitization Date and (e) the Note A-6 Securitization Date and prior to the
Note A-1 Securitization Date, the Note with the earliest Securitization Date; and


 


(ii)
immediately upon the occurrence of and following the Note A-1 Securitization Date, Note A-1.


 


“Lead
Note Holder” shall mean the Holder of the Lead Note.


 


“Lead
Securitization” shall mean:


 


(i)
during the period from and after the earliest of (a) the Note A-2 Securitization Date, (b) the Note A-3 Securitization Date, (c)
the Note A-4 Securitization Date and (d) the Note A-5 Securitization Date, and (e) the Note A-6 Securitization Date and prior
to the Note A-1 Securitization Date, the Securitization with the earliest Securitization Date; and


 


(ii)
immediately upon the occurrence of and following the Note A-1 Securitization Date, the Note A-1 Securitization.


 


“Lead
Securitization Date” shall mean the closing date of the Lead Securitization.


 


“Lead
Securitization Trust” shall mean the Securitization Trust created in connection with the Lead Securitization.


 


“Lead
Securitization Servicing Agreement” shall mean:


 


(i)
during the period from and after the earliest of (a) the Note A-2 Securitization Date, (b) the Note A-3 Securitization Date, (c)
the Note A-4 Securitization Date, (d) the Note A-5 Securitization Date and (e) the Note A-6 Securitization Date, and prior to
the Note A-1 Securitization Date, the PSA related to the Securitization with the earliest Securitization Date; and


 


(ii)
immediately upon the occurrence of and following the Note A-1 Securitization Date, the Note A-1 PSA.


 


“Lead
Servicer” shall mean the servicer and/or special servicer designated under the Lead Securitization Servicing Agreement.


 


“Liquidation
Proceeds” shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.


 


“Loan
Agreement” shall have the meaning assigned to such term in the recitals.


 






    	-6- 



    	 



    

 


“Loan
Combination Custodial Account” shall mean the “Loan Combination Custodial Account” or analogous account
established for the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement.


 


“Major
Decision” shall have the meaning given to such term or any analogous term in the Lead Securitization Servicing Agreement;
provided that, at any time that none of Note A-1, Note A-2, Note A-3, Note A-4, Note A-5 or Note A-6 is included in the Lead Securitization,
“Major Decision” shall mean, any of the following,


 


(i)           any
proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership
of properties securing the Mortgage Loan as come into and continue in default;


 


(ii)          any
modification, consent to a modification or waiver of a monetary term or material non-monetary term (including, without limitation,
the timing of payments and acceptance of discounted payoffs but excluding Penalty Charges) of the Mortgage Loan or any extension
of the Maturity Date of the Mortgage Loan;


 


(iii)         any
sale of the Defaulted Mortgage Loan or REO Property (other than in connection with the termination of the Lead Securitization
Trust) for less than the applicable Repurchase Price (as defined in the Servicing Agreement);


 


(iv)        any
determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials
located at an REO Property;


 


(v)         any
release of collateral or any acceptance of substitute or additional collateral for the Mortgage Loan, or any consent to either
of the foregoing, other than as required pursuant to the specific terms of the related Mortgage Loan and for which there is no
material lender discretion;


 


(vi)        any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Mortgage Loan or any consent
to such waiver or consent to a transfer of the Mortgaged Property or interests in the Borrower or consent to the incurrence of
additional debt, other than any such transfer or incurrence of debt as may be effected without the consent of the lender under
the Loan Agreement;


 


(vii)       any
property management company or property management agreement changes (with respect to the Mortgage Loan (i) with an unpaid principal
balance greater than $2,500,000 or (ii) where the successor property manager is affiliated with the Borrower) or franchise changes
with respect to the Mortgage Loan for which the lender is required to consent or approve under the Mortgage Loan Documents;


 


(viii)      releases
of any escrows, reserve accounts or letters of credit held as performance escrows or reserves other than those required pursuant
to the specific terms of the Mortgage Loan Documents and for which there is no material lender discretion;


 






    	-7- 



    	 



    

 


(ix)         any
acceptance of an assumption agreement releasing the Borrower from liability under the Mortgage Loan other than pursuant to the
specific terms of the Mortgage Loan Documents and for which there is no lender discretion;


 


(x)          any
determination of an Acceptable Insurance Default;


 


(xi)         the
determination of the Special Servicer to transfer the Mortgage Loan to special servicing due to an imminent default;


 


(xii)        any
acceleration of the Mortgage Loan following a default or an event of default or any initiation of judicial, bankruptcy or similar
proceedings under the Mortgage Loan Documents or with respect to the Borrower or Mortgaged Property; and


 


(xiii)       any
modification, waiver or amendment of an intercreditor agreement, co-lender agreement, participation agreement or similar agreement
with any mezzanine lender, holder of a Note or other subordinate debt holder related to the Mortgage Loan, or an action to enforce
rights with respect thereto, in each case, in a manner that materially and adversely affects the holders of the Lead Note.


 


“Master
Servicer” shall mean the master servicer under the Servicing Agreement and any successor thereunder.


 


“Master
Servicer Remittance Date” shall mean, with respect to each Non-Lead Note, (i) prior to the related Non-Lead Securitization,
the “master servicer remittance date” as such term is defined in the applicable Servicing Agreement, and (ii) from
and after the related Non-Lead Securitization, the earlier of (x) the “master servicer remittance date” as such term
is defined in the Lead Securitization Servicing Agreement, and (y) the business day following the “determination date”
as such term or a similar term is defined in the related Non-Lead Securitization Servicing Agreement, in each case above in this
definition as long as such date is at least one Business Day after receipt of the scheduled Monthly Payment in each month.


 


“Maturity
Date” shall have the meaning assigned to such term in Exhibit A.


 


“Monthly
Payment” with respect to any period shall mean all amounts due and payable to any Holder or Holders during such period
in accordance with the Mortgage Loan Documents.


 


“Moody’s”
shall mean Moody’s Investors Service, Inc. and its successors in interest.


 


“Morningstar”
shall mean Morningstar Credit Ratings, LLC and its successors in interest.


 


“Mortgage”
shall have the meaning assigned to such term in the recitals.


 


“Mortgage
Interest Rate” shall mean the Mortgage Interest Rate set forth in the Mortgage Loan Schedule with respect to each of
Note A-1, Note A-2, Note A-3, Note A-4, Note A-5 and Note A-6.


 






    	-8- 



    	 



    

 


“Mortgage
Loan” shall have the meaning assigned such term in the recitals.


 


“Mortgage
Loan Documents” shall mean the Mortgage, the Loan Agreement, the Notes, and all other documents evidencing or securing
the Mortgage Loan.


 


“Mortgage
Loan Principal Balance” shall mean, at any date of determination, the aggregate outstanding principal balance of the
Notes evidencing the Mortgage Loan.


 


“Mortgage
Loan Schedule” shall mean the schedule in the form attached hereto as Exhibit A, which schedule sets forth certain
information regarding the Mortgage Loan and the Notes.


 


“Mortgaged
Property” shall have the meaning assigned such term in the recitals.


 


“Non-Directing
Holders” shall mean the Holder(s) of more than a fifty percent (50%) percentage interest in any Note other than Note
A-1, and if such Note has been included in a Securitization, the holders of Certificates representing the specified interest in
the class of Certificates designated as the “controlling class” or the duly appointed representative of the holders
of such Certificates or such other party otherwise entitled under each Non-Lead Securitization Servicing Agreement to exercise
the rights granted to the related Non-Directing Holder in this Agreement. If a Non-Lead Note is not in a Securitization, the Non-Directing
Holder with respect to such Note will be the then-current Holder of such Note.


 


“Non-Lead
Asset Representations Reviewer” shall mean the party acting as “asset representations reviewer” (within
the meaning of Item 1101(m) of Regulation AB) under a related Non-Lead Securitization Servicing Agreement.


 


“Non-Lead
Certificate Administrator” shall mean the applicable certificate administrator or other analogous term under any Non-Lead
Securitization Servicing Agreement.


 


“Non-Lead
Depositor” shall mean the applicable “depositor” under any Non-Lead Securitization Servicing Agreement.


 


“Non-Lead
Master Servicer” shall mean the applicable “master servicer” under any Non-Lead Securitization Servicing
Agreement.


 


“Non-Lead
Note” shall mean each Note other than the Lead Note.


 


“Non-Lead
Note Holders” shall mean each Holder other than the Lead Note Holder.


 


“Non-Lead
Securitization” shall mean each Securitization other than the Lead Securitization.


 


“Non-Lead
Securitization Servicing Agreement” shall mean each PSA other than the Lead Securitization Servicing Agreement.


 






    	-9- 



    	 



    

 


“Non-Lead
Special Servicer” shall mean the applicable “special servicer” under any Non-Lead Securitization Servicing
Agreement.


 


“Non-Lead
Sponsor” shall mean, with respect to any Non-Lead Note, the related Holder that acts as the sponsor with respect to
such Non-Lead Note in connection with the related Non-Lead Securitization.


 


“Non-Lead
Trustee” shall mean the applicable “trustee” under any Non-Lead Securitization Servicing Agreement.


 


“Nonrecoverable
Advance” shall have the meaning ascribed to such term in the Servicing Agreement.


 


“Note
A-1” shall have the meaning assigned such term in the recitals.


 


“Note
A-1 Holder” shall mean UBS AG, New York Branch or any subsequent holder of Note A-1.


 


“Note
A-1 Principal Balance” shall mean, at any time of determination, the initial Note A-1 Principal Balance as set forth
in the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-1 Holder and any reductions in such
amount pursuant to Section 4.


 


“Note
A-1 PSA” shall mean the “pooling and servicing agreement” entered into in connection with the Note A-1 Securitization.


 


“Note
A-1 Securitization” shall mean the first sale by the Note A-1 Holder of all or a portion of Note A-1 to a depositor
who will in turn include all or such portion of Note A-1 (as applicable) as part of the securitization of one or more mortgage
loans.


 


“Note
A-1 Securitization Date” shall mean the closing date of the Note A-1 Securitization.


 


“Note
A-1 Trust Fund” shall mean the trust formed pursuant to the Note A-1 PSA.]


 


“Note
A-2” shall have the meaning assigned such term in the recitals.


 


“Note
A-2 Holder” shall mean UBS AG, New York Branch or any subsequent holder of Note A-2.


 


“Note
A-2 Principal Balance” shall mean at any time of determination, the initial Note A-2 Principal Balance as set forth
in the Mortgage Loan Schedule less any payments of principal thereon received by the Note A-2 Holder and any reductions in such
amount pursuant to Section 4.


 


“Note
A-2 PSA” shall mean the “pooling and servicing agreement” entered into in connection with the Note A-2 Securitization.


 






    	-10- 



    	 



    

 


“Note
A-2 Securitization” shall mean the first sale by the Note A-2 Holder of all or any portion of Note A-2 to a depositor
who will in turn include all or such portion (as applicable) of Note A-2 as part of the securitization of one or more mortgage
loans.


 


“Note
A-2 Securitization Date” shall mean the closing date of the Note A-2 Securitization.


 


“Note
A-2 Trust Fund” shall mean the trust formed pursuant to the Note A-2 PSA.


 


“Note
A-3” shall have the meaning assigned such term in the recitals.


 


“Note
A-3 Holder” shall mean UBS AG, New York Branch or any subsequent holder of Note A-3.


 


“Note
A-3 Principal Balance” shall mean at any time of determination, the initial Note A-3 Principal Balance as set forth
in the Mortgage Loan Schedule less any payments of principal thereon received by the Note A-3 Holder and any reductions in such
amount pursuant to Section 4.


 


“Note
A-3 PSA” shall mean the “pooling and servicing agreement” entered into in connection with the Note A-3 Securitization.


 


“Note
A-3 Securitization” shall mean the first sale by the Note A-3 Holder of all or any portion of Note A-3 to a depositor
who will in turn include all or such portion (as applicable) of Note A-3 as part of the securitization of one or more mortgage
loans.


 


“Note
A-3 Securitization Date” shall mean the closing date of the Note A-3 Securitization.


 


“Note
A-3 Trust Fund” shall mean the trust formed pursuant to the Note A-3 PSA.


 


“Note
A-4” shall have the meaning assigned such term in the recitals.


 


“Note
A-4 Holder” shall mean UBS AG, New York Branch or any subsequent holder of Note A-4.


 


“Note
A-4 Principal Balance” shall mean at any time of determination, the initial Note A-4 Principal Balance as set forth
in the Mortgage Loan Schedule less any payments of principal thereon received by the Note A-4 Holder and any reductions in such
amount pursuant to Section 4.


 


“Note
A-4 PSA” shall mean the “pooling and servicing agreement” entered into in connection with the Note A-4 Securitization.


 






    	-11- 



    	 



    

 


“Note
A-4 Securitization” shall mean the first sale by the Note A-4 Holder of all or any portion of Note A-4 to a depositor
who will in turn include all or such portion (as applicable) of Note A-4 as part of the securitization of one or more mortgage
loans.


 


“Note
A-4 Securitization Date” shall mean the closing date of the Note A-4 Securitization.


 


“Note
A-4 Trust Fund” shall mean the trust formed pursuant to the Note A-4 PSA.


 


“Note
A-5” shall have the meaning assigned such term in the recitals.


 


“Note
A-5 Holder” shall mean Citi or any subsequent holder of Note A-5.


 


“Note
A-5 Principal Balance” shall mean at any time of determination, the initial Note A-5 Principal Balance as set forth
in the Mortgage Loan Schedule less any payments of principal thereon received by the Note A-5 Holder and any reductions in such
amount pursuant to Section 4.


 


“Note
A-5 PSA” shall mean the “pooling and servicing agreement” entered into in connection with the Note A-5 Securitization.


 


“Note
A-5 Securitization” shall mean the first sale by the Note A-5 Holder of all or any portion of Note A-5 to a depositor
who will in turn include all or such portion (as applicable) of Note A-5 as part of the securitization of one or more mortgage
loans.


 


“Note
A-5 Securitization Date” shall mean the closing date of the Note A-5 Securitization.


 


“Note
A-5 Trust Fund” shall mean the trust formed pursuant to the Note A-5 PSA.


 


“Note
A-6” shall have the meaning assigned such term in the recitals.


 


“Note
A-6 Holder” shall mean Citi or any subsequent holder of Note A-6.


 


“Note
A-6 Principal Balance” shall mean at any time of determination, the initial Note A-6 Principal Balance as set forth
in the Mortgage Loan Schedule less any payments of principal thereon received by the Note A-6 Holder and any reductions in such
amount pursuant to Section 4.


 


“Note
A-6 PSA” shall mean the “pooling and servicing agreement” entered into in connection with the Note A-6 Securitization.


 


“Note
A-6 Securitization” shall mean the first sale by the Note A-6 Holder of all or any portion of Note A-6 to a depositor
who will in turn include all or such portion (as applicable) of Note A-6 as part of the securitization of one or more mortgage
loans.


 






    	-12- 



    	 



    

 


“Note
A-6 Securitization Date” shall mean the closing date of the Note A-6 Securitization.


 


“Note
A-6 Trust Fund” shall mean the trust formed pursuant to the Note A-6 PSA.


 


“Notes”
shall have the meaning assigned such term in the recitals.


 


“Operating
Advisor” shall mean the operating advisor under the Lead Securitization Servicing Agreement.


 


“Operating
Advisor Fees” shall have the meaning given to such term or an analogous term in each of the Note A-1 PSA, the Note A-2
PSA, the Note A-3 PSA, the Note A-4 PSA, the Note A-5 PSA and the Note A-6 PSA.


 


“P&I
Advance” shall mean an advance made by a party to the Note A-1 PSA, the Note A-2 PSA, the Note A-3 PSA, the Note A-4
PSA, the Note A-5 PSA and the Note A-6 PSA, as applicable, with respect to a delinquent monthly debt service payment on the Notes
included in the related Securitization.


 


“Penalty
Charges” shall mean any amounts collected from the Borrower or with respect to the Mortgage Loan or the Mortgaged Property
that represent default charges, penalty charges, late fees and/or default interest, but excluding any yield maintenance charge
or prepayment premium.


 


“Permitted
Fund Manager” shall mean any Person (a) listed on Exhibit C attached hereto or (b) that on the date of determination
is (i) a Qualified Transferee or any other nationally-recognized manager of investment funds investing in debt or equity interests
relating to commercial real estate, (ii) investing through one or more funds with committed capital of at least $250,000,000 and
(iii) not subject to a proceeding, whether voluntary or involuntary, relating to the bankruptcy, insolvency, reorganization or
relief of debtors.


 


“Person”
shall mean any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company,
trust, unincorporated organization or government or any agency or political subdivision thereof.


 


“Property
Advance” shall mean an advance made in respect of property protection expenses or expenses incurred to protect, preserve
and enforce the security for the Mortgage Loan or to pay taxes and assessments or insurance premiums with respect to the Mortgaged
Property.


 


“Pro
Rata and Pari Passu Basis” shall mean with respect to the Notes and each Holder, (i) for purposes of allocating payments
of interest among the Notes, each Note or Holder, as the case may be, is allocated its respective pro rata share based
on the interest accrued on such Note at the respective Mortgage Interest Rate of such Note based on the outstanding principal
balance of such Note and (ii) for all other purposes, the allocation of any particular payment, collection, cost, expense, liability
or other amount between such Notes or such Holders, as the case may be, without any priority of any such Note or any such Holder
over


 






    	-13- 



    	 



    

 


another
Note or Holder, as the case may be, and in any event such that each Note or Holder, as the case may be, is allocated its respective
pro rata share based on the outstanding principal balance of its Note in relation to the outstanding principal balance
of the entire Mortgage Loan of such particular payment, collection, cost, expense, liability or other amount.


 


“PSA”
shall mean each of the Note A-1 PSA, Note A-2 PSA, Note A-3 PSA, the Note A-4 PSA, Note A-5 PSA and Note A-6 PSA.


 


“Qualified
Servicer” shall mean (i) Wells Fargo Bank, National Association, (ii) Midland Loan Services, a Division of PNC Bank,
National Association, (iii) KeyBank National Association or (iv) any nationally recognized commercial mortgage loan servicer (1)
rated at least “CSS3,” in the case of a special servicer, or at least “CMS2,” in the case of a master
servicer, by Fitch, (2) on the S&P Select Servicer List as a U.S. Commercial Mortgage Master Servicer or a U.S. Commercial
Mortgage Special Servicer, as applicable, (3) as to which neither Moody’s nor KBRA has cited servicing concerns of such
servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch
status” in contemplation of a ratings downgrade or withdrawal) of securities in any CMBS transaction rated by Moody’s
or KBRA, as applicable, and serviced by such servicer prior to the time of determination, (4) that (i) during the 12-month period
prior to the date of determination, acted as master servicer or special servicer, as applicable, in a commercial mortgage loan
securitization rated by Morningstar and (ii) Morningstar has not qualified, downgraded or withdrawn the then-current rating or
ratings of one or more classes of such certificates citing servicing concerns with the servicer or special servicer, as applicable,
as the sole or material factor in such rating action and (5) that is then currently acting as servicer in a CMBS transaction rated
by DBRS and as to which DBRS has not cited servicing concerns of such servicer as the sole or material factor in any qualification,
downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or
withdrawal) of any securities issued in such transaction that are rated by DBRS. For purposes of this definition, for so long
as any Note is included in a Securitization, the ratings or actions of any Rating Agency that is not rating such Securitization(s)
shall not be considered.


 


“Qualified
Transferee” shall mean an Affiliate of UBS AG, New York Branch or Citi, or one or more of the following (other than
any Borrower Party):


 


(i)          an
insurance company, bank, savings and loan association, investment bank, trust company, commercial credit corporation, pension
plan, pension fund, pension fund advisory firm, mutual fund, real estate investment trust or governmental entity or plan; or


 


(ii)         an
investment company, money management firm or a “qualified institutional buyer” within the meaning of Rule 144A under
the Securities Act of 1933, as amended, which regularly engages in the business of making or owning investments of types similar
to the Mortgage Loan; or


 


(iii)        an
institution substantially similar to any of the foregoing entities described in clauses (i) or (ii) above; or


 






    	-14- 



    	 



    

 


(iv)        any
entity Controlled by or under common Control or Controlling any of the entities described in clauses (i), (ii) or (iii) above;
or


 


(v)         a
Qualified Trustee (or, in the case of a CLO, a single purpose bankruptcy-remote entity that contemporaneously pledges its interest
in a Note to a Qualified Trustee) in connection with (A) a securitization of, (B) the creation of collateralized loan (or debt)
obligations (“CLO”) secured by, or (C) a financing through an “owner trust” of, any interest in
a Note (any of the foregoing, a “Securitization Vehicle”), provided that either (1) one or more classes
of securities issued by such Securitization Vehicle is initially rated at least investment grade by at least two (2) of the Rating
Agencies engaged to assign ratings to classes of securities issued in connection with the applicable Securitization of the applicable
Note; (2) in the case of a Securitization Vehicle that is not a CLO, the special servicer for the Securitization Vehicle is a
Qualified Servicer at the time of transfer; or (3) in the case of a Securitization Vehicle that is a CLO, the CLO Asset Manager
and, if applicable, each Intervening Trust Vehicle that is not administered and managed by a CLO Asset Manager that is a Qualified
Transferee, is a Qualified Transferee under clause (i), (ii), (iii) or (iv) of this definition; or


 


(vi)        an
investment fund, limited liability company, limited partnership or general partnership in which a Permitted Fund Manager acts
as the general partner, managing member, or the fund manager responsible for the day to day management and operation of such investment
vehicle, provided that greater than fifty percent (50%) of the equity interests in such investment vehicle are owned, directly
or indirectly, by one or more entities that are otherwise Qualified Transferees;


 


which,
in the case of each of clauses (i), (ii), and (iii) of this definition, has at least $650,000,000 in total assets (in name or
under management) and (except with respect to a pension advisory firm or similar fiduciary) at least $250,000,000 in capital/statutory
surplus or shareholders’ equity, and is regularly engaged in the business of making or owning commercial real estate loans
or commercial loans similar to the Mortgage Loan.


 


“Qualified
Trustee” shall mean (i) a corporation, national bank, national banking association or a trust company, organized and
doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust
powers and to accept the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision
or examination by federal or state authority or (ii) an institution whose long-term senior unsecured debt is then rated in one
of the top three rating categories of each of the Rating Agencies.


 


“Rating
Agencies” shall mean DBRS, Fitch, KBRA, Moody’s, Morningstar and S&P and their respective successors in interest
or, if any of such entities shall for any reason no longer perform the functions of a securities rating agency, any other nationally
recognized statistical rating agency reasonably designated by any Holder to rate the securities issued in connection with the
Securitization of the related Note; provided, however, that, unless specified


 






    	-15- 



    	 



    

 


otherwise,
at any time during which any Note is an asset of a Securitization, “Rating Agencies” or “Rating Agency”
shall mean only those rating agencies that are engaged by the applicable Depositor from time to time to rate the securities issued
in connection with such Securitization.


 


“Rating
Agency Confirmation” shall mean each of the applicable Rating Agencies shall have confirmed in writing that the occurrence
of the event with respect to which such Rating Agency Confirmation is sought shall not result in a downgrade, qualification or
withdrawal of the applicable rating or ratings ascribed by such Rating Agency to any of the Certificates then outstanding. In
the event that no Certificates are outstanding, any action that would otherwise require a Rating Agency Confirmation shall require
the consent of the Directing Holder (unless it is a Borrower Party), which consent shall not be unreasonably withheld, conditioned
or delayed.


 


For
the purposes of this Agreement, if any Rating Agency (1) waives, declines or refuses, in writing, to review or otherwise engage
any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade
or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, or (2) does not reply
to such request or responds in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the
requirement for Rating Agency Confirmation and the related timing, notice and other applicable provisions set forth in the Note
A-1 PSA, the Note A-2 PSA, the Note A-3 PSA, the Note A-4 PSA, the Note A-5 PSA and the Note A-6 PSA have been satisfied, then
for such request only, the condition that such confirmation by such Rating Agency (only) be obtained will be deemed not to apply
for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage
in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage
in any subsequent request for such Rating Agency Confirmation hereunder and the condition for such Rating Agency Confirmation
pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to
review or otherwise engage in such prior request.


 


“Regulation
AB” shall mean Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125,
as such rules may be amended from time to time, and subject to such clarification and interpretation as have been or may hereafter
be from time to time provided by the Commission or by the staff of the Commission, in each case as effective from time to time
as of the compliance dates specified therein.


 


“Reimbursement
Rate” shall have the meaning assigned to such term or the term “Advance Rate” or an analogous term in the
Servicing Agreement.


 


“REMIC”
shall have the meaning assigned to such term in Section 2(g).


 


“REO
Property” shall mean the Mortgaged Property, title to which has been acquired by the Servicer on behalf of (or other
Person designated by) the Holders through foreclosure, deed in lieu of foreclosure or otherwise.


 


“S&P”
shall mean S&P Global Ratings, and its successors in interest.


 






    	-16- 



    	 



    

 


“Securitization”
shall mean each of the Note A-1 Securitization, the Note A-2 Securitization, the Note A-3 Securitization, the Note A-4 Securitization,
the Note A-5 Securitization and the Note A-6 Securitization, as applicable.


 


“Securitization
Date” shall mean, with respect to a Securitization, the effective date on which such Securitization is consummated.


 


“Securitization
Servicing Agreement” shall mean the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing
Agreement, as the context may require.


 


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization.


 


“Servicer”
shall mean (i) the Master Servicer with respect to a non-Specially Serviced Mortgage Loan and the Special Servicer with respect
to a Specially Serviced Mortgage Loan, or (ii) with respect to a specific function, right or obligation as to which the Servicing
Agreement designates the Master Servicer or the Special Servicer, the party so designated, as applicable, pursuant to the Servicing
Agreement.


 


“Servicer
Termination Event” shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or at
any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, any analogous
concept under the servicing agreement pursuant to which the Mortgage Loan is being serviced in accordance with the terms of this
Agreement.


 


“Servicing
Agreement” shall mean (a) prior to the occurrence of the Lead Securitization, that certain interim servicing agreement
dated as of November 19, 2010 between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York
(assignee of UBS Real Estate Securities Inc.), as owner, and Midland Loan Services, A Division of PNC Bank, National Association
(as successor by merger with Midland Loan Services, Inc.), as servicer, and any replacement servicing agreement entered into with
any successor interim servicer appointed by the Note A-1 Holder, and (b) following the occurrence of the Lead Securitization,
the applicable Lead Securitization Servicing Agreement; provided that in the event the Lead Note is no longer an asset
of the trust fund created pursuant to the Servicing Agreement, the term “Servicing Agreement” shall refer to the subsequent
servicing agreement entered into pursuant to Section 2.


 


“Servicing
Fee” shall mean the fee of the Master Servicer pursuant to the terms of the Servicing Agreement, which will generally
be calculated as the product of (i) the Servicing Fee Rate and (ii) the Note A-1 Principal Balance, the Note A-2 Principal Balance,
the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance and the Note A-6 Principal Balance,
as applicable, as of the date of determination.


 


“Servicing
Fee Rate” shall have the meaning applied to such term in the Servicing Agreement, being the rate per annum (which shall
consist of the primary servicing fee rate) which, when applied to the Note A-1 Principal Balance, the Note A-2 Principal Balance,
the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance and


 






    	-17- 



    	 



    

 


the
Note A-6 Principal Balance, as applicable, will determine the primary servicing fee payable to the Master Servicer under the Servicing
Agreement.


 


“Servicing
Standard” shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.


 


“Servicing
Transfer Event” shall mean any of the events specified in the Servicing Agreement, whereby the servicing of the Mortgage
Loan is required to be transferred to the Special Servicer from the Master Servicer.


 


“Special
Servicer” shall mean the special servicer of the Mortgage Loan as appointed under the terms of this Agreement and the
Servicing Agreement, or any successor special servicer appointed as provided thereunder.


 


“Special
Servicing Fee” shall have the meaning given to such term or an analogous term in the Servicing Agreement; provided
that under no circumstances shall the Special Servicing Fee exceed 0.2500% per annum (25 basis points) of the outstanding
principal balance of the Mortgage Loan, subject to any applicable minimum Special Servicing Fee set forth in the Lead Securitization
Servicing Agreement (which shall not exceed $3,500 per month).


 


“Specially
Serviced Mortgage Loan” shall mean the Mortgage Loan during the period it is serviced by the Special Servicer following
a Servicing Transfer Event.


 


“Transfer”
shall mean any assignment, pledge, conveyance, sale, transfer, mortgage, encumbrance, grant of a security interest, issuance of
a participation interest, or other disposition, either directly or indirectly, by operation of law or otherwise.


 


“Trust
Fund” shall mean each of the Note A-1 Trust Fund, the Note A-2 Trust Fund, the Note A-3 Trust Fund, the Note A-4 Trust
Fund, the Note A-5 Trust Fund and the Note A-6 Trust Fund.


 


“Trustee”
shall mean the trustee under the Lead Securitization Servicing Agreement.


 


“Trustee
Fee” shall have the meaning given to such term or an analogous term in each of the Note A-1 PSA, the Note A-2 PSA, the
Note A-3 PSA, the Note A-4 PSA, the Note A-5 PSA and the Note A-6 PSA.


 


“UBS
AG, New York Branch” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.


 


2.            Servicing
of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement,
the Mortgage Loan shall be serviced pursuant to the terms of this Agreement and the applicable Servicing Agreement.


 


(b)          Prior
to the closing of a Lead Securitization, all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with
respect to matters set forth on Exhibit D hereto, by unanimous consent of the Holders and (ii) with respect to all other
matters,


 






    	-18- 



    	 



    

 


except
as otherwise expressly set forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing
Agreement and this Agreement shall be resolved in favor of this Agreement), by the Directing Holder. Each PSA shall contain terms
and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise
(A) required by the Code relating to the tax elections of any Trust Fund, (B) required by law or changes in any law, rule or regulation
or (C) requested by the Rating Agencies rating any Securitization.


 


(c)          Subject
to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents, effective upon the
Lead Securitization, to the appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor
and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer
and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder
hereby appoints, effective upon the Lead Securitization, the Master Servicer, the Special Servicer and the Trustee under the Servicing
Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration
and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders
as set forth herein and in such Servicing Agreement).


 


(d)          If,
at any time the Lead Note is no longer in a Securitization, the Lead Note Holder shall cause the Mortgage Loan to be serviced
pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a
Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization
shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing
Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such Rating
Agency Confirmation has been obtained), the Lead Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions
of the Servicing Agreement that was previously in effect for the Lead Note, as if such Servicing Agreement was still in full force
and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing
Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Lead
Note Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously
in effect.


 


(e)          Notwithstanding
anything to the contrary contained herein (including Sections 4 and 13(a)), each Servicing Agreement shall provide
that the Servicer shall be required to service and administer the Mortgage Loan in accordance with the Servicing Standard as set
forth in such Servicing Agreement, and any Holder who is not a Borrower Party shall be deemed a third-party beneficiary of such
provisions of the Servicing Agreement. It is understood that any Non-Lead Note Holder may separately appoint a servicer for its
Non-Lead Note, by itself or together with other assets, but any such servicer will have no responsibility hereunder and shall
be compensated solely by the applicable Non-Lead Note Holder from funds payable to it hereunder or otherwise.


 






    	-19- 



    	 



    

 


(f)           The
Holders acknowledge that the Servicer is to comply with this Agreement, the Servicing Agreement and the Mortgage Loan Documents
in connection with the servicing of the Mortgage Loan.


 


(g)          If
any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within the meaning
of Section 860D(a) of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage Loan shall
be administered such that the Notes shall qualify at all times as (or as interests in) a “qualified mortgage” within
the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired by or on behalf
of the Holders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure of the Mortgage
or lien on such property following a default on the Mortgage Loan shall be administered so that the interest of the pro rata
share of each Holder therein shall at all times qualify as “foreclosure property” within the meaning of Section
860G(a)(8) of the Code, and (iii) no Servicer may modify, waive or amend any provision of the Mortgage Loan, consent to or withhold
consent from any action of the Borrower, or exercise or refrain from exercising any powers or rights that the Holders may have
under the Mortgage Loan Documents, if any such action would constitute a “significant modification” of the Mortgage
Loan, within the meaning of Section 1.860G-2(b) of the regulations of the United States Department of the Treasury, more than
three (3) months after the startup day of the REMIC that includes any Note (or any portion thereof). Each Holder agrees that the
provisions of this paragraph shall be effected by compliance with any REMIC provisions in the Servicing Agreement relating to
the administration of the Mortgage Loan.


 


(h)          In
the event that one of the Notes is included in a REMIC, the other Holders shall not be required to reimburse such Holder or any
other Person for payment of any taxes imposed on such REMIC or Advances therefor or for any interest on such Advance or for deficits
in other items of disbursement or income resulting from the use of funds for payment of any such taxes, nor shall any disbursement
or payment otherwise distributable to the other Holders be reduced to offset or make-up any such payment or deficit.


 


3.            Priority
of Notes. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion
of any other Note or security therefor. Except for the Excluded Amounts, all amounts tendered by the Borrower or otherwise available
for payment on the Mortgage Loan, whether received in the form of Monthly Payments, a balloon payment, Liquidation Proceeds, proceeds
under any guaranty, letter of credit or other instrument serving as security on the Mortgage Loan, proceeds under title, hazard
or other insurance policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of
eminent domain, shall be distributed by the Servicer and applied to the Notes on a Pro Rata and Pari Passu Basis.


 


The
Servicing Agreement shall provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used (i) to
pay the Master Servicer, the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of
Property Advances, (ii) to pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain
other expenses incurred with respect to the Mortgage Loan and (iv) to pay to the Master Servicer and/or the Special Servicer as
additional servicing compensation.


 






    	-20- 



    	 



    

 


Upon
the occurrence of the Lead Securitization as to which any such proceeds are received, any proceeds received from the sale of the
primary servicing rights with respect to the Mortgage Loan shall be remitted, promptly upon receipt thereof, to the Holders on
a Pro Rata and Pari Passu Basis. Upon the occurrence of the final Securitization, the aggregate proceeds received from the sale
of the master servicing rights in each respective Securitization with respect to the applicable Note(s) being securitized shall
be allocated to the Holders on a Pro Rata and Pari Passu Basis, and a net payment shall be made from any Holder that has received
proceeds in excess of, to any Holder that has received less than, its allocable share of such proceeds.


 


4.            Workout.
Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Servicing Agreement
and Section 13 and (prior to the occurrence of a Lead Securitization) Exhibit D of this Agreement, and the obligation to
act in accordance with the Servicing Standard, if the Lead Note Holder, or any Servicer, in connection with a workout or proposed
workout of the Mortgage Loan, modifies the terms thereof such that (i) the Mortgage Loan Principal Balance is decreased, (ii)
the Mortgage Interest Rate is reduced, (iii) payments of interest or principal on any Note are waived, reduced or deferred or
(iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any
modification of the Mortgage Loan Documents shall be structured to preserve, the equal priorities of the Notes as described in
Section 3.


 


5.            Accounts;
Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection
Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note
A-4 Holder, the Note A-5 Holder and the Note A-6 Holder hereby directs the Master Servicer, in accordance with the priorities
set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable
Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage
Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance
Date all payments received with respect to and allocable to its respective Non-Lead Note, by wire transfer to the account maintained
by such Non-Lead Note Holder; provided that delinquent payments received by the Master Servicer after the related Master Servicer
Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement.


 


If
any Servicer holding or having distributed any amount received or collected in respect of a Note determines, or a court of competent
jurisdiction orders, at any time that any amount received or collected in respect of such Note must, pursuant to any insolvency,
bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the related Holder, or any
Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required
to distribute any portion thereof to such Holder, and such Holder shall promptly on demand repay to such Servicer the portion
thereof which shall have been theretofore distributed to such Holder together with interest thereon at such rate, if any, as such
Servicer shall have been required to pay to the Borrower, the other Holders, any Servicer or such other person or entity with
respect thereto. Each of the Holders agrees that if at any time it shall receive from any sources whatsoever any payment on


 






    	-21- 



    	 



    

 


account
of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer.
The Master Servicer shall have the right to offset any amounts due hereunder from a Holder with respect to the Mortgage Loan against
any future payments due to such Holder under the Mortgage Loan, provided, that the obligations of each Holder under this
Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations
of any Holder against any other Holder. The obligations of the Holders under this Section 5 constitute absolute, unconditional
and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.


 


6.            Limitation
on Liability. Subject to the terms of the Servicing Agreement, no Holder (including the Master Servicer or the Special Servicer
on its behalf) shall have any liability to any other Holder with respect to any Note, except (1) with respect to the Advance reimbursement
provisions set forth in Section 17 and (2) with respect to losses actually suffered due to the negligence, willful misconduct
or material breach of this Agreement on the part of such Holder (including the Master Servicer or the Special Servicer on its
behalf, and the Master Servicer’s or Special Servicer’s liability is further limited as set forth in the Servicing
Agreement; which, for the avoidance of doubt, shall not reduce the obligation of such parties to act in accordance with the Servicing
Standard).


 


7.            Representations
of the Holders. (a) Each of the Initial Note Holders hereby represents and warrants to, and covenants with, each other Holder
that, as of the date hereof:


 


(i)           It
is duly organized, validly existing and in good standing under the laws of the State under which it is organized.


 


(ii)          The
execution and delivery of this Agreement by such Holder, and performance of, and compliance with, the terms of this Agreement
by such Holder, will not violate its organizational documents or constitute a default (or an event which, with notice or lapse
of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to
which it is a party or that is applicable to it or any of its assets, in each case which materially and adversely affect its ability
to carry out the transactions contemplated by this Agreement.


 


(iii)         Such
Holder has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement.


 


(iv)         This
Agreement is the legal, valid and binding obligation of such Holder enforceable against such Holder in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law), and except that the enforcement of rights with respect to indemnification
and contribution obligations may be limited by applicable law.


 






    	-22- 



    	 



    

 


(v)          It
has the right to enter into this Agreement without the consent of any third party.


 


(vi)         It
is the holder of its respective Note for its own account in the ordinary course of its business.


 


(vii)        It
has not dealt with any broker, investment banker, agent or other person, that may be entitled to any commission or compensation
in connection with the consummation of any of the transactions contemplated hereby.


 


(viii)       It
is a Qualified Transferee.


 


8.            Independent
Analyses of each Holder. Each Holder acknowledges that, except for the representations made in Section 7, it has, independently
and without reliance upon any other Holders and based on such documents and information as such Holder has deemed appropriate,
made its own credit analysis and decision to purchase or originate its respective Note. Each Holder hereby acknowledges that the
other Holders shall have no responsibility for (i) the collectability of the Mortgage Loan, (ii) the validity, enforceability
or legal effect of any of the Mortgage Loan Documents or the title insurance policy or policies or any survey furnished or to
be furnished in connection with the origination of the Mortgage Loan, (iii) the validity, sufficiency or effectiveness of the
lien created or to be created by the Mortgage Loan Documents, or (iv) the financial condition of the Borrower.


 


9.            No
Creation of a Partnership or Exclusive Purchase Right. Nothing contained in this Agreement, and no action taken pursuant hereto,
shall be deemed to constitute between any Holder (or any servicer or trustee on its behalf) and any other Holder a partnership,
association, joint venture or other entity. Each Holder (or any servicer or trustee on its behalf) shall have no obligation whatsoever
to offer to the other Holders the opportunity to purchase notes or interests relating to any future loans originated by such Holder
or any of its Affiliates, and if any Holder chooses to offer to any of the other Holders, the opportunity to purchase notes or
interests in any future mortgage loans originated by such Holder or its Affiliates, such offer shall be at such purchase price
and interest rate as such Holder chooses, in its sole and absolute discretion. None of the Holders shall have any obligation whatsoever
to purchase from any other Holder any notes or interests in any future loans originated by any other Holder or any of its Affiliates.


 


10.          Not
a Security. None of the Notes shall be deemed to be a security within the meaning of the Securities Act of 1933 or the Securities
Exchange Act of 1934.


 


11.          Other
Business Activities of the Holders. Each Holder acknowledges that the other Holders may make loans or otherwise extend credit
to, and generally engage in any kind of business with, any Borrower Party, and receive payments on such other loans or extensions
of credit to any Borrower Party and otherwise act with respect thereto freely and without accountability, but only if none of
the foregoing violate the Mortgage Loan Documents, in the same manner as if this Agreement and the transactions contemplated hereby
were not in effect.


 






    	-23- 



    	 



    

 


12.          Transfer
of Notes. (a) Each Holder may Transfer up to 49% 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% of its beneficial
interest in its Note unless (i) prior to a Securitization of any Note, the other 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. 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 Holders. 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 any 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.


 


(b)          Except
for a Transfer made in connection with a Securitization, or a Transfer made by an Initial Note Holder to an Affiliate, at least
five (5) days prior to a transfer of any Note, the transferring Holder shall provide to the other Holders and, if any Certificates
are outstanding, to the Rating Agencies, a certification that such transfer will be made in accordance with this Section 12,
such certification to include (1) the name and contact information of the transferee and (2) if applicable, a certification by
the transferee that it is a Qualified Transferee.


 


(c)          The
Holders acknowledge that any Rating Agency Confirmation may be granted or denied by the Rating Agencies in their sole and absolute
discretion and that such Rating Agencies may charge the transferring Holder customary fees in connection with providing such Rating
Agency Confirmation.


 


(d)          Notwithstanding
anything to the contrary contained herein, each Holder may pledge or transfer (a “Pledge”) its Note to any
entity (other than any Borrower Party) that has extended a credit facility to such Holder or has entered into a repurchase agreement
with such Holder and that, in each case, is either a Qualified Transferee or a financial institution whose long-term unsecured
debt is rated at least “A” (or the equivalent) or better by each Rating Agency (a “Note Pledgee”),
or to a Person with respect to which a Rating Agency Confirmation has been obtained, on terms and conditions set forth in this
Section 12(d), it being further agreed that a financing provided by a Note Pledgee to any Holder or any Affiliate that
controls such Holder that is secured by such Holder’s interest in its respective Note and is structured as a repurchase
arrangement, shall qualify as a “Pledge” hereunder on the condition that all applicable terms and conditions of this
Section 12 are complied with. A Note Pledgee that is not


 






    	-24- 



    	 



    

 


a
Qualified Transferee may not take title to a Note without a Rating Agency Confirmation. Upon written notice, if any, by the pledging
Holder to the other Holders and the Master Servicer that a Pledge has been effected (including the name and address of the applicable
Note Pledgee), the other Holders agree to acknowledge receipt of such notice and thereafter agree: (i) to give such Note Pledgee
written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default such
Holder has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder;
(ii) to allow such Note Pledgee a period of ten (10) Business Days to cure a default by the pledging Holder in respect of its
obligations to the other Holders hereunder, but such Note Pledgee shall not be obligated to cure any such default; (iii) that
no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement (if the pledging Holder had the
right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof) shall be effective against
such Note Pledgee without the written consent of such Note Pledgee, which consent shall not be unreasonably withheld, conditioned
or delayed and which consent shall be deemed to be given if Note Pledgee shall fail to respond to any request for consent to any
such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the other Holders shall accept
any cure by such Note Pledgee of any default of the pledging Holder which such pledging Holder has the right to effect hereunder,
as if such cure were made by such pledging Holder; (v) that the other Holders or Servicer shall deliver to Note Pledgee such estoppel
certificate(s) as Note Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably
satisfactory to the other Holders; and (vi) that, upon written notice (a “Redirection Notice”) to the Master
Servicer by such Note Pledgee that the pledging Holder is in default beyond any applicable cure periods with respect to the pledging
Holder’s obligations to such Note Pledgee pursuant to the applicable credit agreement or other agreements relating to the
Pledge between the pledging Holder and such Note Pledgee (which notice need not be joined in or confirmed by the pledging Holder),
and until such Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee (or at any time that pledging Holder
otherwise directs that such payment be made to Note Pledgee pursuant to a separate notice) shall be entitled to receive any payments
that any Servicer would otherwise be obligated to make to the pledging Holder from time to time pursuant to this Agreement or
any Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases the other Holders and any Servicer
from any liability to the pledging Holder on account of any Holder’s or Servicer’s compliance with any Redirection
Notice believed by any Servicer or other Holders in good faith to have been delivered by a Note Pledgee. Note Pledgee shall be
permitted to exercise fully its rights and remedies against the pledging Holder (and accept an assignment in lieu of foreclosure
as to such collateral), in accordance with applicable law, the pledge agreement, repurchase agreement or similar agreement between
the pledging Holder and the Note Pledgee and this Agreement. In such event, or if the pledging holder otherwise assigns its interests
to the Note Pledgee, the other Holders and the Master Servicer shall recognize such Note Pledgee (and any transferee (other than
any Borrower Party) that is also a Qualified Transferee at any foreclosure or similar sale held by such Note Pledgee or any transfer
in lieu of foreclosure), and such Person’s successor and assigns, as the successor to the pledging Holder’s rights,
remedies and obligations under this Agreement, and any such Note Pledgee or Qualified Transferee shall assume in writing the obligations
of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Note
Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The rights of a Note Pledgee


 






    	-25- 



    	 



    

 


under this Section
12(d) shall remain effective as to any Holder (and any Servicer) unless and until such Note Pledgee shall have notified such
Holder (and any Servicer, as applicable) in writing that its interest in the pledged Note has terminated.


 


13.          Exercise
of Remedies by the Servicer. (a) Subject to the terms of this Agreement and the Servicing Agreement and subject to the rights
and consents, where required, of the Directing Holder, the Servicer shall have the sole and exclusive authority with respect to
the administration of, and exercise of rights and remedies with respect to, the Mortgage Loan, including, without limitation,
the sole and exclusive authority to (i) modify or waive any of the terms of the Mortgage Loan Documents, (ii) consent to any action
or failure to act by the Borrower or any party to the Mortgage Loan Documents, (iii) vote all claims with respect to the Mortgage
Loan in any bankruptcy, insolvency or other similar proceedings and (iv) to take legal action to enforce or protect each Holder’s
interests with respect to the Mortgage Loan or to refrain from exercising any powers or rights under the Mortgage Loan Documents,
including the right at any time to call or waive any Events of Default, or accelerate or refrain from accelerating the Mortgage
Loan or institute any foreclosure action, and the Holders shall have no voting, consent or other rights whatsoever with respect
to the Servicer’s administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan. Subject
to the terms and conditions of the Servicing Agreement, the Servicer shall have the sole and exclusive authority to make Property
Advances with respect to the Mortgage Loan. Except as otherwise provided in this Agreement, each Holder agrees that it shall have
no right to, and hereby presently and irrevocably assigns and conveys to the Servicer the rights, if any, that such Holder has
to (A) call or cause the Servicer to call an event of default under the Mortgage Loan, or (B) exercise any remedies with respect
to the Mortgage Loan or the Borrower, including, without limitation, filing or causing the Lead Note Holder or such Servicer to
file any bankruptcy petition against the Borrower. Each Holder shall, from time to time, execute such documents as any Servicer
shall reasonably require to evidence such assignment with respect to the rights described in clause (iii) of the first sentence
in this Section 13(a).


 


(b)          The
Lead Servicer and the Trustee for the Lead Securitization shall not have any fiduciary duty to the Non-Lead Note Holders in connection
with the administration of the Mortgage Loan (but the foregoing shall not relieve the Lead Servicer and such Trustee from their
respective obligation under this Agreement and the Servicing Agreement to make any disbursement of funds as set forth herein).


 


(c)          The
Holders hereby acknowledge that the Servicing Agreement shall provide that, subject to the satisfaction of the conditions set
forth in the next sentence, upon the Mortgage Loan becoming a Defaulted Mortgage Loan, if the Special Servicer determines to sell
the Defaulted Mortgage Loan (or the Lead Note), it will be required to sell the entire Defaulted Mortgage Loan as a single whole
loan (i.e., both the Lead Note and Non-Lead Notes). Any such sale of the entire Defaulted Mortgage Loan is subject to the satisfaction
of one of the following two conditions:


 


(i)           Each
Non-Lead Note Holder has provided written consent to such sale; or


 


(ii)          The
Special Servicer has delivered the following notices and information to each Non-Lead Note Holder:


 






    	-26- 



    	 



    

 


(1)       at
least fifteen (15) Business Days prior written notice of any decision to attempt to sell the Defaulted Mortgage Loan;


 


(2)       at
least ten (10) days prior to the proposed sale date, a copy of each bid package (together with any amendments to such bid packages)
received by the Special Servicer in connection with any such proposed sale;


 


(3)       at
least ten (10) days prior to the proposed sale date, a copy of the most recent Appraisal for the Mortgage Loan, and any documents
in the Servicing File requested by a Non-Lead Note Holder; and


 


(4)       until
the sale is completed and a reasonable period of time (but no less time than is afforded to other offerors and the Directing Holder)
prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other
documents that are approved by the Master Servicer or the Special Servicer in connection with the proposed sale.


 


Any
Non-Lead Note Holder may waive any delivery or timing requirements set forth above only for itself. Subject to the foregoing,
each of the Lead Note Holder, the Directing Holder, the Non-Lead Note Holders and the Non-Directing Holders shall be permitted
to bid at any sale of the Defaulted Mortgage Loan (unless such Person is a Borrower Party).


 


Subject
to the conditions set forth in this Section 13(c), the Non-Lead Note Holders hereby appoint the Lead Note Holder as their
agent, and grant to the Lead Note Holder an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose
of soliciting and accepting offers for and consummating the sale of the Non-Lead Notes. Subject to the conditions set forth in
this Section 13(c), each Non-Lead Note Holder further agrees that, upon the request of the Lead Note Holder, such Non-Lead
Note Holder shall execute and deliver to or at the direction of Lead Note Holder such powers of attorney or other instruments
as the Lead Note Holder may reasonably request to better assure and evidence the foregoing appointment and grant, in each case
promptly following request, and shall deliver the related original Non-Lead Note, endorsed in blank, to or at the direction of
the Lead Note Holder in connection with the consummation of any such sale.


 


(d)          Notwithstanding
anything to the contrary contained herein, the exercise by the Servicer on behalf of the Holders of its rights under this Section
13 shall be subject in all respects to any section of the Servicing Agreement governing REMIC administration, and in no event
shall the Servicer be permitted to take any action or refrain from taking any action if taking or failing to take such action,
as the case may be, would violate the laws of any applicable jurisdiction, breach the Mortgage Loan Documents or be inconsistent
with the Servicing Standard or violate any other provisions of the Servicing Agreement or violate the REMIC provisions of the
Code or any regulations promulgated thereunder, including, without limitation, the provisions of Section 2(g) of this Agreement.


 






    	-27- 



    	 



    


 


14.       Rights
of the Directing Holder.  The Directing Holder shall be entitled to exercise the rights and powers granted to the
Directing Holder hereunder and the rights and powers granted to the “Directing Holder,” “Controlling Class Certificateholder,”
“Controlling Class Representative” or similar party under, and as defined in, the Servicing Agreement with respect
to the Mortgage Loan. In addition, the Directing Holder shall be entitled to advise (1) the Special Servicer with respect to all
matters related to a Specially Serviced Mortgage Loan and (2) the Special Servicer with respect to all matters for which the Master
Servicer must obtain the consent or deemed consent of the Special Servicer, and, except as set forth below (i) the Master Servicer
shall not be permitted to take any Major Decision unless it has obtained the prior written consent of the Special Servicer and
(ii) the Special Servicer shall not be permitted to consent to the Master Servicer’s taking any Major Decision nor will
the Special Servicer itself be permitted to take any Major Decision as to which the Directing Holder has objected in writing within
ten (10) Business Days (or thirty (30) days with respect to an Acceptable Insurance Default) after receipt of the written recommendation
and analysis and such additional information requested by the Directing Holder as may be necessary in the reasonable judgment
of the Directing Holder in order to make a judgment with respect to such Major Decision. The Directing Holder may also direct
the Special Servicer to take, or to refrain from taking, such other actions with respect to the Mortgage Loan as the Directing
Holder may deem advisable.


 


If
the Directing Holder fails to notify the Special Servicer of its approval or disapproval of any proposed Major Decision within
ten (10) Business Days (or thirty (30) days with respect to an Acceptable Insurance Default) after delivery to the Directing Holder
by the applicable Servicer of written notice of a proposed Major Decision, together with any information requested by the Directing
Holder as may be necessary in the reasonable judgment of the Directing Holder in order to make a judgment, then upon the expiration
of such ten (10) Business Day (or thirty (30) days with respect to an Acceptable Insurance Default) period, such Major Decision
shall be deemed to have been approved by the Directing Holder.


 


In
the event that the Special Servicer or Master Servicer (in the event the Master Servicer is otherwise authorized by the Servicing
Agreement to take such action), as applicable, determines that immediate action, with respect to the foregoing matters, or any
other matter requiring consent of the Directing Holder is necessary to protect the interests of the Holders (as a collective whole)
and the Special Servicer has made a reasonable effort to contact the Directing Holder, the Master Servicer or the Special Servicer,
as the case may be, may take any such action without waiting for the Directing Holder’s response.


 


No
objection, direction or advice contemplated by the preceding paragraphs may require or cause the Master Servicer or the Special
Servicer, as applicable, to violate any provision of the Mortgage Loan Documents, applicable law, the Servicing Agreement, this
Agreement, the REMIC provisions of the Code or the Master Servicer or Special Servicer’s obligation to act in accordance
with the Servicing Standard.


 


The
Directing Holder shall have no liability to the other Holders or any other Person for any action taken, or for refraining from
the taking of any action or the giving of any consent or the failure to give any consent pursuant to this Agreement or the Servicing
Agreement, or errors in judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance, bad faith
or gross negligence. The Holders agree that the Directing Holder


 






    	-28- 



    	 



    

 


may take or refrain from taking actions, or give or refrain from
giving consents, that favor the interests of one Holder over the other Holder, and that the Directing Holder may have special
relationships and interests that conflict with the interests of another Holder and, absent willful misfeasance, bad faith or gross
negligence on the part of the Directing Holder, agree to take no action against the Directing Holder or any of its officers, directors,
employees, principals or agents as a result of such special relationships or interests, and that the Directing Holder will not
be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misfeasance or to have
recklessly disregarded any exercise of its rights by reason of its having acted or refrained from acting, or having given any
consent or having failed to give any consent, solely in the interests of any Holder.


 


15.       Appointment
of Special Servicer.  Subject to the terms of the Lead Securitization Servicing Agreement for so long as the Lead
Note is included in the Lead Securitization, the Directing Holder shall have the right at any time and from time to time, with
or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a Qualified Servicer
as the replacement Special Servicer in lieu thereof. The Directing Holder shall designate a Person to serve as Special Servicer
by delivering to the other Holders and the parties to each PSA a written notice stating such designation and by satisfying the
other conditions required under the Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required
by the terms of the Servicing Agreement), if any.


 


16.       Rights
of the Non-Directing Holders.   (a) The Lead Securitization Servicing Agreement shall provide that the Servicer shall
be required:


 


(i)         to
provide copies of any notice, information and report that it is required to provide to the Directing Holder pursuant to the Servicing
Agreement with respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report
(but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result
of a Consultation Termination Event) relating to the Mortgage Loan to the Non-Directing Holders, within the same time frame it
is required to provide to the Directing Holder; and


 


(ii)        to
consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports,
such Non-Directing Holder requests consultation with respect to any such Major Decision or the implementation of any recommended
actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such
Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable
Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together
with copies of the notices, information and reports required to be provided to, or requested by, the Directing Holder, the Servicer
shall no longer be obligated to consult with the Non-Directing Holders (unless the Servicer proposes a new course of action that
is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection
with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery
of all information relating thereto).


 






    	-29- 



    	 



    

 


(b)       Notwithstanding
the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision or any action
set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30)
day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard,
that immediate action with respect thereto is necessary to protect the interests of the Holders.


 


(c)       In
addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference
calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master
Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.


 


(d)       In
no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing
Holders.


 


(e)       Any
Non-Directing Holder that is a Borrower Party shall not be entitled to any of the rights set forth in this Section 16.


 


(f)        Each
Note Holder acknowledges that pursuant to the terms of a letter agreement, dated November 4, 2016 (the “Gap Insurance
Policy Side Letter”), among UBS AG, New York Branch, Citi and the Borrower, each Note Holder has an independent right,
exercisable in its discretion pursuant to the terms of the Gap Insurance Policy Side Letter, to demand that the Borrower perform
the obligations (the “Gap Insurance Obligations”) specified in the Gap Insurance Policy Side Letter in accordance
with the terms thereof. It is the intention of the Note Holders that from and after the date of this Agreement, each Holder of
a Note that has not been included in a Securitization (a “Non-Securitized Note Holder”) will continue to have
an independent right to demand that the Borrower perform the Gap Insurance Obligations. Accordingly, notwithstanding any provision
in this Agreement to the contrary, each Non-Securitized Note Holder shall have an independent right, exercisable in its discretion
pursuant to the terms of the Gap Insurance Policy Side Letter, to cause a demand to be made upon the Borrower to perform the Gap
Insurance Obligations. If a Non-Securitized Note Holder that is a Non-Lead Note Holder elects to cause such a demand to be made
upon the Borrower, such Non-Securitized Note Holder shall notify in writing the Lead Note Holder (or the Master Servicer on its
behalf) and the other Non-Securitized Note Holders, if applicable, and the Lead Note Holder (or the Master Servicer on its behalf)
shall promptly cause such demand to be made upon the Borrower. Each Non-Securitized Noteholder shall reasonably cooperate with
each other and the Lead Note Holder (or the Master Servicer on its behalf) in connection with providing the approvals and consents
that each Note Holder is entitled to provide pursuant to the Gap Insurance Policy Side Letter, with each Non-Securitized Note
Holder and the Lead Note Holder acknowledging that the Non-Securitized Note Holder causing the demand to be made upon the Borrower
pursuant to this Section 16(f) will be in the process of including its related Note(s) into a Securitization and that the Borrower
must perform the Gap Insurance Obligations by a date that will accommodate the timing of such Securitization.


 


17.       Advances;
Reimbursement of Advances.  (a) (i) Pursuant to terms of the Servicing Agreement, the Lead Servicer and/or the related
Trustee shall be obligated (subject to


 






    	-30- 



    	 



    

 


customary determinations of non-recoverability) to make (1) Property Advances with respect
to the Mortgage Loan or the Mortgaged Property and (2) P&I Advances with respect to the Lead Note and (ii) pursuant to the
terms of a Non-Lead Securitization Servicing Agreement, the related Non-Lead Master Servicer and/or the related Trustee may be
obligated to make P&I Advances with respect to the related Non-Lead Note. The Lead Servicer and/or the related Trustee will
not be required to make any P&I Advance with respect to any Non-Lead Note and the related Non-Lead Master Servicer and/or
the related Non-Lead Trustee will not be required to make any P&I Advance with respect to any Lead Note, any other Non-Lead
Note or any Property Advance. The Lead Servicer, each Non-Lead Master Servicer and any related Trustee will be entitled to interest
on any Advance (at a rate not to exceed the Prime Rate) made in the manner and from the sources provided in the Note A-1 PSA,
the Note A-2 PSA and Note A-3 PSA, the Note A-4 PSA, the Note A-5 PSA and the Note A-6 PSA, as applicable.


 


(b)       The
Lead Servicer and the related Trustee, as applicable, will be entitled to reimbursement for a Property Advance, first from
the Collection Account established with respect to the Mortgage Loan, and then, if such Property Advance is a Nonrecoverable
Advance, if such funds on deposit in the Collection Account are insufficient, from general collections of the Lead Securitization
as provided in the Servicing Agreement.


 


(c)       To
the extent amounts on deposit in the Collection Account with respect to the Mortgage Loan are insufficient to reimburse the Lead
Servicer or the related Trustee, as applicable, for any Property Advance and/or interest thereon and the Lead Servicer or the
related Trustee, as applicable, obtains funds from general collections of the Lead Securitization as a reimbursement for such
Property Advance or interest thereon, each Non-Lead Note Holder (including any Securitization into which the related Non-Lead
Note is deposited) shall be required to, promptly following notice from the Lead Servicer, pay to the Lead Securitization for
its Pro Rata and Pari Passu Basis share of such Property Advance and/or interest thereon at the Reimbursement Rate so reimbursed
from general collections (to the extent amounts on deposit in the Collection Account are insufficient for reimbursement of such
amounts). In addition, each Non-Lead Note Holder (including any Securitization into which the related Non-Lead Note is deposited)
shall promptly reimburse the Lead Servicer or the related Trustee for such Non-Lead Note Holder’s Pro Rata and Pari Passu
Basis share of any fees, costs or expenses incurred in connection with the servicing and administration of the Mortgage Loan as
to which the Lead Securitization or any of the parties thereto are entitled to be reimbursed pursuant to the terms of the Servicing
Agreement (to the extent amounts on deposit in the Collection Account are insufficient for reimbursement of such amounts).


 


(d)       The
parties to each of the Note A-1 PSA, the Note A-2 PSA, the Note A-3 PSA, the Note A-4 PSA, the Note A-5 PSA and the Note A-6 PSA
shall each be entitled to make their own recoverability determination with respect to a P&I Advance based on the information
that they have on hand and in accordance with the Note A-1 PSA, the Note A-2 PSA, the Note A-3 PSA, the Note A-4 PSA, the Note
A-5 PSA and the Note A-6 PSA, as applicable.


 


(e)       If
the Lead Servicer or the related Trustee elects to defer the reimbursement of a Property Advance in accordance with the terms
of the Servicing Agreement, the Lead Servicer or the related Trustee shall also defer its reimbursement of each Non-Lead Note
share from the Non-Lead Note Holders.


 






    	-31- 



    	 



    

 


18.       Provisions
Relating to Securitization.  (a) For so long as any Initial Note Holder or an Affiliate thereof (each, a “Resizing
Entity”) is the owner of any Note (each, an “Owned Note”), such Resizing Entity shall have the right,
subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional
notes (in each case, as applicable “New Notes”) reallocating the principal an Owned Note to such New Notes;
reducing the Mortgage Interest Rates of such New Notes or severing an Owned Note into one or more further “component”
notes in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note, provided that
(i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal
balance of Owned Note prior to such amendments, (ii) all New Notes continue to have the same or a lower interest rate as the Notes
prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis and such reallocated or component
notes shall be automatically subject to the terms of this Agreement and (iv) the Resizing Entity holding the New Notes shall notify
the Lead Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such
modified allocations and principal amounts. If the Lead Note Holder so requests, the Resizing Entity holding the New Notes (and
any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New
Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing
Agreement, no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note.
In connection with the foregoing (provided the conditions set forth in clauses (i) through (iv) above are
satisfied, with respect to clauses (i) through (iv), as certified by the Resizing Entity, on which certification the Master
Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents
and this Agreement on behalf of any or all of the Holders, as applicable, solely for the purpose of reflecting such reallocation
of principal and that each New Note shall be a “Note” hereunder and for purposes of adding and modifying any definitions
related thereto. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate
the terms of this paragraph 18(a).


 


(b)       Each
Lead Note Holder agrees that it shall cause the Lead Securitization Servicing Agreement to provide as follows (and to the extent
such following provisions are not included in the Lead Securitization Servicing Agreement, they shall be deemed incorporated therein
and made a part thereof):


 


(i)        the
Master Servicer or Trustee shall be required to provide written notice to each Non-Lead Master Servicer and each Non-Lead Trustee
of any P&I Advance it has made with respect to the Lead Note within two (2) Business Days of making such advance;


 


(ii)       if
the Master Servicer determines that a proposed P&I Advance with respect to the Lead Note or Property Advance with respect
to the Mortgage Loan, if made, or any outstanding P&I Advance or Property Advance previously made, would be, or is, as applicable,
a Nonrecoverable Advance, the Master Servicer shall provide each Non-Lead Master Servicer written notice of such determination
promptly after such determination was made together with such reports that the Master Servicer delivered to


 






    	-32- 



    	 



    

 


the Special Servicer
or Trustee in connection with notification of its determination of nonrecoverability;


 


(iii)       the
Master Servicer shall remit all payments received with respect to any Non-Lead Note, net of the Servicing Fees payable to the
Master Servicer and Special Servicer with respect to such Non-Lead Note, and any other applicable fees and reimbursements payable
to the Master Servicer, the Special Servicer and the Trustee with respect to such Non-Lead Note, to the related Non-Lead Note
Holder by the Master Servicer Remittance Date for the Non-Lead Note;


 


(iv)       with
respect to any Non-Lead Note that is held by a Securitization, the Master Servicer agrees to deliver or cause to be delivered
or make available to the related Non-Lead Master Servicer all reports required to be delivered by the Master Servicer to the Certificate
Administrator under the Lead Securitization Servicing Agreement (which shall include all loan-level reports constituting the CREFC®
Investor Reporting Package (IRP)) pursuant to the terms of the Lead Securitization Servicing Agreement to the extent related to
the Mortgage Loan, the Mortgaged Property, such Non-Lead Note, the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee by the Master Servicer Remittance Date for the Non-Lead Note;


 


(v)        the
Master Servicer and Special Servicer, as applicable, shall provide (or the Special Servicer shall provide to the Master Servicer
for provision by the Master Servicer) (in electronic media) to each Non-Lead Note Holder all documents, certificates, instruments,
notices, reports, operating statements, rent rolls and other information regarding the Mortgage Loan provided by it to any other
party to the Lead Securitization Servicing Agreement at the time provided to such other party;


 


(vi)       the
servicing duties of each of the Master Servicer and Special Servicer under the Lead Securitization Servicing Agreement shall include
the duty to service the Mortgage Loan and all of the Notes on behalf of the Holders (including the respective trustees and certificateholders)
in accordance with the terms and provisions of this Agreement, the Lead Securitization Servicing Agreement and the Servicing Standard;


 


(vii)      each
Non-Lead Note Holder shall be entitled to the same indemnity as the Lead Note Holder under the Lead Securitization Servicing Agreement;
each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, any primary
servicer and the Custodian shall be required to (and shall require any Servicing Function Participant or Additional Servicer engaged
by it to) indemnify each “certification party” and the depositor of any public Securitization Trust, and their respective
directors and officers and controlling persons, to the same extent that they indemnify the Depositor (as depositor in respect
of the Lead Securitization) and each “certifying party” for (i) its failure to deliver the items in clause (viii)
below in a timely manner, (ii) its failure to perform its obligations to such depositor or the related Non-Lead Securitization
Trustee under Article X (or any article substantially similar thereto) of the Lead Securitization Servicing Agreement by the time
required after giving effect to any applicable grace period or cure period, (iii) the failure of any Servicing Function Participant
or Additional Servicer retained by it (other than a Mortgage Loan Seller Sub-


 






    	-33- 



    	 



    

 


Servicer) to perform its obligations to such depositor
or trustee under such Article X (or any article substantially similar thereto) of the Lead Securitization Servicing Agreement
by the time required, and/or (iv) any Deficient Exchange Act Deliverable regarding, and delivered by or on behalf of, such party.


 


(viii)     with
respect to any Non-Lead Securitization that is subject to reporting requirements under the Securities Act, the Exchange Act (including
Rule 15Ga-1), and Regulation AB, (a) the Master Servicer, any primary servicer, the Special Servicer, the Trustee, the Certificate
Administrator or other party acting as custodian for the Lead Securitization shall be required to deliver (and shall be required
to cause each other servicer and servicing function participant (within the meaning of Items 1123 and 1122, respectively, of Regulation
AB) retained or engaged by it to deliver; provided that such party shall only be required to use commercially reasonable efforts
to cause a Mortgage Loan Seller Sub-Servicer to deliver), in a timely manner (i) the reports, certifications, compliance statements,
accountants’ assessments and attestations, and information to be included in reports (including, without limitation, Form
ABS-15G, Form 10-K, Form 10-D and Form 8-K), and (ii) upon request, any other materials specified in the related Non-Lead Securitization
Servicing Agreement, in the case of clauses (i) and (ii), as the related Non-Lead Depositor or the related Non-Lead Trustee reasonably
believes, in good faith, are required in order for the related Non-Lead Depositor or the related Non-Lead Trustee to comply with
its obligations under the Securities Act, the Exchange Act (including Rule 15Ga-1), Regulation AB and Form SF-3, (b) without limiting
the generality of the foregoing (x) the Depositor or the related Holder shall provide or cause to be provided to any related Non-Lead
Depositor and any related Non-Lead Trustee (1) written notice (which may be by e-mail) in a timely manner of the occurrence of
such Securitization, and (2) no later than one (1) business day following the closing date of such Securitization, a copy of the
Lead Securitization Servicing Agreement in an EDGAR-compatible format, and (y) the Master Servicer and Special Servicer (or any
replacement Master Servicer or Special Servicer, as applicable) shall, upon reasonable prior written request, and subject to the
right of the Master Servicer or the Special Servicer, as the case may be, to review and approve such disclosure materials, permit
a holder of any Non-Lead Note to use such party’s description contained in the Lead Securitization prospectus (updated as
appropriate by the Master Servicer or Special Servicer, as applicable, at the cost of the related Non-Lead Sponsor) (or, in the
case of a replacement Special Servicer, contained in a Lead Securitization Form 8-K), for inclusion in the disclosure materials
(or, in the case of a replacement Special Servicer, for inclusion in a Form 8-K) relating to any securitization of the related
Non-Lead Note, and (z) the Master Servicer and the Special Servicer (or any replacement Master Servicer or Special Servicer, as
applicable), shall provide indemnification agreements, opinions and Regulation AB compliance letters as were or are being delivered
with respect to the Lead Securitization (in each case, at the cost of the related Non-Lead Sponsor), and (c) in connection with
any amendment of the Lead Securitization Servicing Agreement, the Depositor shall provide written notice (which may be by e-mail)
of such proposed amendment to any Non-Lead Depositor and the related Non-Lead Trustee no later than three (3) Business Days prior
to the date of effectiveness of such amendment, and, on the date of effectiveness of such amendment to the Lead Securitization
Servicing Agreement, provide a copy of such amendment in an EDGAR-compatible format to such Non-Lead Depositor and the


 






    	-34- 



    	 



    

 


related
Non-Lead Trustee. The Master Servicer and the Special Servicer shall each be required to provide certification and indemnification
to any “certifying party” with respect to any applicable Sarbanes-Oxley Certification with respect to a Non-Lead Securitization;


 


(ix)       each of the Master Servicer, the Special Servicer, the Custodian and the Trustee and each Affected Reporting Party shall cooperate
(and require each Servicing Function Participant and Additional Servicer retained by it to cooperate under the applicable Sub-Servicing
Agreement), with each Non-Lead Depositor (including, without limitation, providing all due diligence information, reports, written
responses, negotiations and coordination) to the same extent as such party is required to cooperate with the Lead Depositor under
Article X (or any article substantially similar thereto) of the Lead Securitization Servicing Agreement and in connection with
Deficient Exchange Act Deliverables. All respective reasonable out-of-pocket costs and expenses incurred by any Non-Lead Depositor
(including reasonable legal fees and expenses of outside counsel to such depositor) in connection with the foregoing (other than
those costs and expenses related to participation by such Non-Lead Depositor in any telephone conferences and meetings with the
United States Securities and Exchange Commission (the “Commission”) and other costs such Non-Lead Depositor
must bear pursuant to Article X (or any article substantially similar thereto) of the Lead Securitization Servicing Agreement)
and any amendments to any reports filed with the Commission therewith shall be promptly paid by the applicable Affected Reporting
Party upon receipt of an itemized invoice from such Non-Lead Depositor;


 


(x)        any
late collections received by the Master Servicer from the Borrower that are allocable to a Non-Lead Note or reimbursable to a
Non-Lead Master Servicer or a Non-Lead Trustee shall be remitted by the Master Servicer to such Non-Lead Master Servicer within
one (1) Business Day of receipt and identification thereof; provided, however, that to the extent any such amounts are received
after 3:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially reasonable efforts to remit
such late collections to such Non-Lead Master Servicer within one (1) Business Day of receipt of properly identified funds but,
in any event, the Master Servicer shall remit such amounts within two (2) Business Days of receipt of properly identified funds;


 


(xi)       each
Non-Lead Note Holder is an intended third-party beneficiary in respect of the rights afforded it under the Lead Securitization
Servicing Agreement and the related Non-Lead Master Servicer will be entitled to enforce the rights of such Non-Lead Note Holder
under this Agreement and the Lead Securitization Servicing Agreement;


 


(xii)      each
Non-Lead Master Servicer and each Non-Lead Special Servicer shall each be a third-party beneficiary of the Lead Securitization
Servicing Agreement with respect to all provisions therein expressly relating to compensation, reimbursement or indemnification
of such Non-Lead Master Servicer or such Non-Lead Special Servicer, as the case may be, and the provisions regarding coordination
of Advances;


 






    	-35- 



    	 



    

 


(xiii)       if
the Mortgage Loan becomes a Defaulted Mortgage Loan and the Special Servicer determines to sell the Lead Note in accordance with
the Lead Securitization Servicing Agreement, it shall have the right and the obligation to sell all of the Notes as notes evidencing
one whole loan in accordance with the terms of the Lead Securitization Servicing Agreement. In connection with any such sale,
the Special Servicer shall provide notice to each Non-Lead Master Servicer who shall provide notice to the respective Non-Directing
Holder in the related securitization of the planned sale and such Non-Directing Holder’s opportunity to bid on the Mortgage
Loan;


 


(xiv)       the
Lead Securitization Servicing Agreement shall not be amended in any manner that materially and adversely affects any Non-Lead
Note Holder without the consent of such Non-Lead Note Holder;


 


(xv)       to
the extent related to the Mortgage Loan, the Master Servicer or the Special Servicer, Rating Agency Confirmation shall be provided
with respect to the Certificates issued in connection with any Non-Lead Securitization to the same extent a Rating Agency Confirmation
is provided with respect to the Certificates issued in connection with the Lead Securitization;


 


(xvi)       Servicer
Termination Events with respect to the Master Servicer and the Special Servicer shall include (i) solely with respect to the Master
Servicer, the failure to timely remit payments to any Non-Lead Note Holder, which failure continues unremedied for one (1) Business
Day following the date on which such payment was to be made; (ii) solely with respect to the Special Servicer, the failure to
deposit into any REO Account any amount required to be so deposited within two (2) Business Days after the date such deposit was
to be made, or the failure to remit to the Master Servicer for deposit into the Collection Account or the related Loan Combination
Custodial Account, as applicable, any amount required to be so remitted by the Special Servicer within one (1) Business Day after
the date such remittance was to be made; (iii) the qualification, downgrade or withdrawal, or placing on “watch status”
in contemplation of a rating downgrade or withdrawal of the ratings of any class of certificates issued in connection with any
Non-Lead Securitization by the rating agencies rating such securities (and such qualification, downgrade, withdrawal or “watch
status” placement shall not have been withdrawn by such rating agencies within sixty (60) days of actual knowledge of such
event by the Master Servicer or the Special Servicer, as the case may be), and citing servicing concerns with the Master Servicer
or Special Servicer, as applicable, as the sole or a material factor in such rating action; and (iv) the failure to provide to
any Non-Lead Note Holder reports, notices and other materials required in order for such Non-Lead Note Holder and the applicable
Depositor to timely comply with its obligations under the Exchange Act, and the rules and regulations thereunder. Upon the occurrence
of such a Servicer Termination Event with respect to the Master Servicer affecting a Non-Lead Note Holder and the Master Servicer
is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the


 






    	-36- 



    	 



    

 


Trustee shall, upon the direction of
such Non-Lead Note Holder, require the appointment of a subservicer with respect to the related Non-Lead Note. Upon the occurrence
of a Servicer Termination Event with respect to the Special Servicer affecting a Non-Lead Note Holder and the Special Servicer
is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Trustee shall, upon direction of such
Non-Lead Note Holder, terminate the Special Servicer with respect to, but only with respect to, the Mortgage Loan;


 


(xvii)       upon
any resignation of the Master Servicer or the Special Servicer, any replacement of the Special Servicer, any termination of the
Master Servicer or Special Servicer and/or any replacement thereof, any appointment of a successor to the Master Servicer or Special
Servicer, or the effectiveness of any designation of a new Special Servicer, the Trustee or Certificate Administrator shall promptly
(and in any event no later than three (3) Business Days prior to the effective date of such resignation, termination, replacement
and/or appointment of a Master Servicer or Special Servicer) provide written notice thereof to each Non-Lead Trustee, each Non-Lead
Master Servicer, and each Non-Lead Depositor, together with any information reasonably required (including, without limitation,
any disclosure required under Item 1108 of Regulation AB) for the related Non-Lead Securitization to comply with any applicable
reporting obligations under the Exchange Act; provided, that such notice shall not be deemed to be provided unless receipt thereof
has been confirmed in writing (which may be by e-mail) from any such Non-Lead Depositor;


 


(xviii)      if
a Non-Lead Note becomes the subject of an Asset Review pursuant to a Non-Lead Securitization Servicing Agreement, the Master Servicer,
the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the related Non-Lead Asset Representations
Reviewer in connection with such Asset Review by providing such Non-Lead Asset Representations Reviewer with any documents reasonably
requested by such Non-Lead Asset Representations Reviewer, but only to the extent (x) such documents are in the possession of
the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be, and (y) such Non-Lead Asset Representations
Reviewer has not been able to obtain such documents from the related mortgage loan seller; and


 


(xix)        any
conflict between the Lead Securitization Servicing Agreement and this Agreement shall be resolved in favor of this Agreement.


 


(c)          Each
Non-Lead Note Holder agrees that it shall cause the related Non-Lead Securitization Servicing Agreement to provide as follows
(and to the extent such following provisions are not included in the Non-Lead Securitization Servicing Agreement, they shall be
deemed incorporated therein and made a part thereof):


 


(i)           the
Non-Lead Note Holder shall be responsible for its Pro Rata and Pari Passu Basis share of any Property Advances (and advance interest
thereon) and any Additional Trust Fund Expenses, but only to the extent that they relate to servicing and administration of the
Notes and the Mortgaged Property, including without limitation, any unpaid Special Servicing Fees, liquidation fees and workout
fees relating to the Notes, and that in the event that the funds received with respect to each respective Note are insufficient
to cover such Property Advances or Additional Trust Fund Expenses, (A) the related Non-Lead Master Servicer will be required to,
promptly following notice from the Master Servicer or the Special Servicer, pay or reimburse the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee or the Lead Securitization


 






    	-37- 



    	 



    

 


Trust (such parties and the Lead Securitization
Trust, collectively, the “Indemnified Parties”), as applicable, out of general funds in the collection account
(or equivalent account) established under the related Non-Lead Securitization Servicing Agreement for such Non-Lead Note Holder’s
Pro Rata and Pari Passu Basis share of any such Nonrecoverable Property Advances (together with advance interest thereon) and/or
Additional Trust Fund Expenses (including compensation due to the Master Servicer and the Special Servicer to the extent related
to the servicing and administration of the Mortgage Loan and the Mortgaged Property), and (B) if the Lead Securitization Servicing
Agreement permits the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee to reimburse itself
from the Lead Securitization Trust’s general account, then the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee, as applicable, may do so, and the related Non-Lead Master Servicer will be required to, promptly following notice
from the Master Servicer, the Special Servicer or the Trustee, reimburse the Lead Securitization Trust out of general funds in
the collection account (or equivalent account) established under the related Non-Lead Securitization Servicing Agreement for such
Non-Lead Note Holder’s Pro Rata and Pari Passu Basis share of any such Nonrecoverable Property Advances (together with advance
interest thereon) and/or Additional Trust Fund Expenses (including compensation due to the Master Servicer and the Special Servicer
to the extent related to the servicing and administration of the Mortgage Loan and the Mortgaged Property);


 


(ii)        each
of the Indemnified Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required to indemnify
each of such Indemnified Parties pursuant to the terms of the Lead Securitization Servicing Agreement and, in the case of the
Lead Securitization Trust, to the extent of any Additional Trust Fund Expenses with respect to the Mortgage Loan) by the related
Non-Lead Securitization Trust, against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments
and any other costs, liabilities, fees and expenses incurred in connection with the servicing and administration of the Mortgage
Loan and the Mortgaged Property (or, with respect to the Operating Advisor, incurred in connection with the provision of services
for the Mortgage Loan) under the Lead Securitization Servicing Agreement (collectively, the “Indemnified Items”)
to the extent of its Pro Rata and Pari Passu Basis share of such Indemnified Items, and to the extent amounts on deposit in the
Loan Combination Custodial Account that are allocated to the related Non-Lead Note are insufficient for reimbursement of such
amounts, the related Non-Lead Master Servicer will be required to reimburse each of the applicable Indemnified Parties for the
related Non-Lead Note’s Pro Rata and Pari Passu Basis share of the insufficiency out of general funds in the collection
account (or equivalent account) established under the related Non-Lead Securitization Servicing Agreement;


 


(iii)       the
related Non-Lead Master Servicer, Non-Lead Trustee or Non-Lead Certificate Administrator will be required to deliver to the Trustee,
the Certificate Administrator, the Special Servicer, the Master Servicer and the Operating Advisor (A) promptly following Securitization
of the related Non-Lead Note, notice of the deposit of the related Non-Lead Note into a Trust Fund (which notice may be by e-mail
and shall also provide contact information for the related Non-Lead Trustee, the related Non-Lead Certificate Administrator, the
related Non-Lead Master Servicer, the related Non-Lead


 






    	-38- 



    	 



    

 


Special Servicer and the party designated to exercise the rights of the
related “Non-Directing Holder” under this Agreement), accompanied by a copy of such executed Non-Lead Securitization
Servicing Agreement and (B) notice of any subsequent change in the identity of the related Non-Lead Master Servicer or the party
designated to exercise the rights of the related “Non-Directing Holder” under this Agreement (together with the relevant
contact information);


 


(iv)       any
matter affecting the servicing and administration of the Mortgage Loan that requires delivery of a Rating Agency Confirmation
pursuant to the Lead Securitization Servicing Agreement shall also require delivery of a Rating Agency Confirmation under the
related Non-Lead Securitization Servicing Agreement; and


 


(v)        the
Master Servicer, the Special Servicer, the Trustee and the Lead Securitization Trust shall be third party beneficiaries of the
foregoing provisions.


 


(d)       Each
Initial Note Holder shall:


 


 (A)       give
each other Holder and the parties to any previously executed Securitization Servicing Agreement (provided that such Securitization
Servicing Agreement has been delivered to such Initial Note Holder) notice of any impending Securitization of such Holder’s
Note in writing (which may be by e-mail) within three (3) Business Days after the printing of the preliminary prospectus for such
Securitization, together with contact information for each of the parties to the related proposed Securitization Servicing Agreement;
and


 


 (B)       send
to each other Holder and the parties to each Non-Lead Securitization Servicing Agreement (to the extent that such Initial Note
Holder was given written notice of, or otherwise has knowledge of, the identity of such parties and to the extent such parties
are not also party to the Lead Securitization Servicing Agreement) (x) on any Lead Securitization Date, a copy (which, in the
case of each Non-Lead Depositor, shall be in EDGAR-compatible format) of the execution version of the Lead Securitization Servicing
Agreement, (y) within (1) one Business Day after the date of any re-filing by the Depositor of the Lead Securitization Servicing
Agreement with the Commission to account for any changes thereto (other than a formal amendment thereto following the Lead Securitization
Date), a copy (which, in the case of each Non-Lead Depositor, shall be in EDGAR-compatible format) of the re-filed Lead Securitization
Servicing Agreement and (z) promptly following distribution thereof to the parties to the Lead Securitization Servicing Agreement,
any changes made by the Depositor to the Lead Securitization Servicing Agreement (other than a formal amendment thereto following
the Lead Securitization Date).


 


19.       Governing
Law; Waiver of Jury Trial.  THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS
AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES
OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN


 






    	-39- 



    	 



    

 


ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT
TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.


 


20.       Modifications.  This
Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by the parties hereto. Additionally,
from and after a Securitization, except to cure any ambiguity or to correct any error or as set forth in Section 18(a),
this Agreement may not be modified unless a Rating Agency Confirmation has been delivered with respect to each Securitization.


 


21.       Successors
and Assigns; Third Party Beneficiaries.  This Agreement
shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Each of the
Master Servicer, each Non-Lead Master Servicer and each related Trustee of a Securitization is an intended third-party beneficiary
of this Agreement. Except as provided in Section 5 and the preceding sentence, none of the provisions of this Agreement
shall be for the benefit of or enforceable by any Person not a party hereto.


 


22.       Counterparts.  This
Agreement may be executed in any number of counterparts and all of such counterparts shall together constitute one and the same
instrument. Delivery of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by
facsimile transmission shall be as effective as delivery of a manually executed original counterpart of this Agreement.


 


23.       Captions.  The
titles and headings of the paragraphs of this Agreement have been inserted for convenience of reference only and are not intended
to summarize or otherwise describe the subject matter of the paragraphs and shall not be given any consideration in the construction
of this Agreement.


 


24.       Notices.  All
notices required hereunder shall be given by (i) telephone (confirmed in writing) or shall be in writing and personally delivered,
(ii) sent by facsimile transmission if the sender on the same day sends a confirming copy of such notice by reputable overnight
delivery service (charges prepaid), (iii) reputable overnight delivery service (charges prepaid) or (iv) certified United States
mail, postage prepaid return receipt requested, and addressed to the respective parties at their addresses set forth on Exhibit
B hereto, or at such other address as any party shall hereafter inform the other party by written notice given as aforesaid.
All written notices so given shall be deemed effective upon receipt.


 


25.       Custody
of Mortgage Loan Documents / Mortgagee of Record.  The originals of all of the Mortgage Loan Documents (other than
Non-Lead Notes) will be held (a) prior to the Lead Securitization, by Wells Fargo Bank, National Association, as interim custodian
and (b) on and after the Lead Securitization, by the Trustee for the Lead Securitization (or by a custodian on its behalf) under
the terms of the Lead Securitization Servicing Agreement on


 






    	-40- 



    	 



    

 


behalf of all of the Holders. The Trustee of the Lead Securitization
shall at all times be the mortgagee of record with respect to the Mortgage Loan.


 


[NO
FURTHER TEXT ON THIS PAGE]


 




    	-41- 



    	 



    

 


IN
WITNESS WHEREOF, each Holder of a Note has caused this Agreement to be duly executed as of the day and year first above written. 





	 	 	 
	 	UBS AG, as Initial Note A-1 Holder
	 	 	 
	 	By:	/s/ Mary Kunka
	 	 	Name: Mary Kunka
	 	 	Title: Authorized Signatory
	 	 	 
	 	By:	/s/ Raquel A.C. Small
	 	 	Name: Raquel A.C. Small
	 	 	Title: Authorized Signatory
	 	 	 
	 	UBS AG, as Initial Note A-2 Holder
	 	 	 
	 	By:	/s/ Mary Kunka
	 	 	Name: Mary Kunka
	 	 	Title: Authorized Signatory
	 	 	 
	 	By:	/s/ Raquel A.C. Small
	 	 	Name: Raquel A.C. Small
	 	 	Title: Authorized Signatory
	 	 	 
	 	UBS AG, as Initial Note A-3 Holder
	 	 	 
	 	By:	/s/ Mary Kunka
	 	 	Name: Mary Kunka
	 	 	Title: Authorized Signatory
	 	 	 
	 	By:	/s/ Raquel A.C. Small
	 	 	Name: Raquel A.C. Small
	 	 	Title: Authorized Signatory







 


Co-Lender
Agreement – 681 Fifth Avenue Loan





 







    	 	 	 



     


    

 





	 	UBS AG, as Initial Note A-4 Holder
	 	 	 
	 	By:	/s/ Mary Kunka
	 	 	Name: Mary Kunka
	 	 	Title: Authorized Signatory
	 	 	 
	 	By:	/s/ Raquel A.C. Small
	 	 	Name: Raquel A.C. Small
	 	 	Title: Authorized Signatory
	 	 	 
	 	CITIGROUP GLOBAL MARKETS
    REALTY CORP., as Initial Note A-5 Holder
	 	 	 
	 	By:	/s/ Ana Rosu Marmann
	 	 	Name: Ana Rosu Marmann
	 	 	Title: Authorized Signatory
	 	 	 
	 	CITIGROUP GLOBAL MARKETS
    REALTY CORP., as Initial Note A-6 Holder
	 	 	 
	 	By:	/s/ Ana Rosu Marmann
	 	 	Name: Ana Rosu Marmann
	 	 	Title: Authorized Signatory




 


Co-Lender
Agreement – 681 Fifth Avenue Loan




 






    	 	 	 



     


    

 


EXHIBIT
A


 


MORTGAGE
LOAN SCHEDULE


 


A.       Description
of Mortgage Loan


 


	Borrower:	681
    Fifth Avenue LLC
	Mortgage
    Loan Origination Date:	November
    4, 2016
	Initial
    Principal Amount of Mortgage Loan:	$215,000,000
	Co-Lender
    Closing Date Mortgage Loan Principal Balance:	$215,000,000
	Location
    of Mortgaged Property:	New
    York, New York
	Current
    Use of Mortgaged Property:	Mixed
    Use (Retail / Office)
	Interest
    Rate of Each Note:	4.1265%
	Maturity
    Date:	November
    6, 2026


 


B.       Description
of Notes


 


	Mortgage Loan Origination
    Date:	November
    4, 2016
	Initial
    Note A-1 Principal Balance:	$80,000,000
	Initial
    Note A-2 Principal Balance:	$15,000,000
	Initial
    Note A-3 Principal Balance:	$15,000,000
	Initial
    Note A-4 Principal Balance:	$19,000,000
	Initial
    Note A-5 Principal Balance:	$57,500,000
	Initial
    Note A-6 Principal Balance:	$28,500,000
	Initial
    Note A-1 Percentage Interest:	37.2%
	Initial
    Note A-2 Percentage Interest:	7.0%
	Initial
    Note A-3 Percentage Interest:	7.0%
	Initial
    Note A-4 Percentage Interest:	8.8%
	Initial
    Note A-5 Percentage Interest:	26.7%
	Initial
    Note A-6 Percentage Interest:	13.3%
	Note
    A-1 Default Interest Rate:	Lesser
    of (a) the maximum legal rate or (b) five percent (5%) above the Note A-1 Interest Rate
	Note
    A-2 Default Interest Rate:	Lesser
    of (a) the maximum legal rate or (b) five percent (5%) above the Note A-2 Interest Rate
	Note
    A-3 Default Interest Rate:	Lesser
    of (a) the maximum legal rate or (b) five percent (5%) above the Note A-3 Interest Rate
	Note
    A-4 Default Interest Rate:	Lesser
    of (a) the maximum legal rate or (b) five percent (5%) above the Note A-4 Interest Rate
	Note
    A-5 Default Interest Rate:	Lesser
    of (a) the maximum legal rate or (b) five percent (5%) above the Note A-5 



 


 



    	 	 A-1	 



     


    




 


	 	Interest Rate
	Note
    A-6 Default Interest Rate:	Lesser
    of (a) the maximum legal rate or (b) five percent (5%) above the Note A-6 Interest Rate




    	 	 A-2	 



     


    

 


EXHIBIT
B


 


Note
A-1 Holder, Note A-2 Holder, Note A-3 Holder and Note A-4 Holder:


 


UBS
AG, by and through its branch office at 1285 Avenue of the Americas,





New
York, New York 1285 Avenue of the Americas 


New
York, New York 10019 


Attention:
David Schell 


Email:
david.schell@ubs.com


 


with
a copy to:


 


UBS
AG, by and through its branch office at 1285 Avenue of the Americas, 


New
York, New York 


1285
Avenue of the Americas 


New
York, New York 10019 


Attention:
Henry Chung 


Email:
henry.chung@ubs.com 


 


Cadwalader,
Wickersham & Taft LLP 


200
Liberty Street 


New
York, New York 10281 


Attention:
Frank Polverino 


Facsimile
No.: (212) 504-6666 


Email:
frank.polverino@cwt.com


 


Note
A-5 and Note A-6 Holder:


 


Citigroup
Global Markets Realty Corp.

390 Greenwich Street, 7th Floor

New York, New York 10013

Attention: Ana Rosu Marmann

Facsimile No.: (646) 328-2938


 


with
a copy to:







Citigroup Global Markets Realty Corp.

390 Greenwich Street, 5th Floor

New York, New York 10013



Attention: Paul Vanderslice

Facsimile No.: (212) 723-8599

Email: paul.t.vanderslice@citi.com


 


Citigroup
Global Markets Realty Corp.





390
Greenwich Street, 7th Floor 


New
York, New York 10013


 






    	 	 B-1	 



     


    

 


Attention:
Richard Simpson





Facsimile
No.: (646) 328-2943 


Email:
richard.simpson@citi.com


 


Attention:
Ryan M. O’Connor 


Facsimile
No.: (646) 328-2943

Email: ryan.m.oconnor@citi.com


 


Sidley
Austin LLP

787 Seventh Avenue

New York, New York 10019

Attention: Joseph Kelly

Facsimile No.: (212) 839-5599

Email: jkelly@sidley.com


 




    	 	 B-2	 



     


    

 


EXHIBIT
C


 


PERMITTED
FUND MANAGERS


 


		1.	AllianceBernstein






		2.	Apollo
                                         Real Estate Advisors






		3.	Archon
                                         Capital, L.P.






		4.	Artemis
                                         Real Estate Partners






		5.	BlackRock,
                                         Inc.






		6.	The
                                         Blackstone Group






		7.	Capital
                                         Trust






		8.	Clarion
                                         Partners






		9.	Colony
                                         Capital, Inc.






		10.	DLJ
                                         Real Estate Capital Partners






		11.	Dune
                                         Real Estate Partners






		12.	Eightfold
                                         Real Estate Capital, L.P.






		13.	Fortress
                                         Investment Group, LLC






		14.	Hudson
                                         Advisors






		15.	iStar
                                         Financial Inc.






		16.	JER
                                         Partners






		17.	Land-Lease
                                         Real Estate Investments






		18.	Lonestar
                                         Opportunity Funds






		19.	Normandy
                                         Real Estate Partners






		20.	Praedium
                                         Group






		21.	Raith
                                         Capital Partners






		22.	Rialto
                                         Capital Management LLC






		23.	Rialto
                                         Capital Partners LLC






		24.	Rockwood






		25.	RREEF
                                         Funds






		26.	Starwood
                                         Financial Trust






		27.	Torchlight
                                         Investors, LLC






		28.	Walton
                                         Street Capital, LLC






		29.	Westbrook
                                         Partners






		30.	Whitehall
                                         Street Real Estate Fund, L.P.



 




    	 	 C-1	 



     


    

 


EXHIBIT
D


 


UNANIMOUS
DECISIONS


 


Unanimous
Decisions:


 


		(i)	Any
                                         proposed or actual foreclosure upon or comparable conversion (which shall include acquisitions
                                         of REO Property) of the ownership of the Mortgaged Property securing the Mortgage Loan
                                         if it comes into and continues in default;



 


		(ii)	Any
                                         modification, consent to a modification or waiver of any monetary term (other than late
                                         fees and default interest) or material non-monetary term (including, without limitation,
                                         the timing of payments and acceptance of discounted payoffs) of the Mortgage Loan or
                                         any extension of the maturity date of the Mortgage Loan;



 


		(iii)	Following
                                         a default or an event of default with respect to the Mortgage Loan, any exercise of remedies,
                                         including the acceleration of the Mortgage Loan or initiation of any proceedings, judicial
                                         or otherwise, under the Mortgage Loan Documents;



 


		(iv)	Any
                                         sale of the Mortgage Loan or REO Property for amount less than the total amount due and
                                         outstanding on the Mortgage Loan at such time;



 


		(v)	Any
                                         determination to bring the Mortgaged Property or REO Property into compliance with applicable
                                         environmental laws or to otherwise address hazardous materials located at the Mortgaged
                                         Property or REO Property;



 


		(vi)	Any
                                         release of collateral or any acceptance of substitute or additional collateral for the
                                         Mortgage Loan or any consent to either of the foregoing, other than if required pursuant
                                         to the specific terms of the Mortgage Loan Documents and for which there is no material
                                         lender discretion;



 


		(vii)	Any
                                         waiver of a “due-on-sale” or “due-on-encumbrance” clause with
                                         respect to the Mortgage Loan or any consent to such a waiver or consent to a transfer
                                         of the Mortgaged Property or interests in the Borrower;



 


		(viii)	Any
                                         incurrence of additional debt by a borrower or any mezzanine financing by any beneficial
                                         owner of a borrower (to the extent that the lender has consent rights pursuant to the
                                         Mortgage Loan Documents);



 


		(ix)	Any
                                         material modification, waiver or amendment of an intercreditor agreement, co-lender agreement
                                         or similar agreement with any mezzanine lender or subordinate debt holder related to
                                         the Mortgage Loan, or any action to enforce rights (or decision not to enforce rights)
                                         with respect thereto, or any material modification, waiver or amendment thereof;



 






    	 	 D-1	 



     


    

 


		(x)	Any
                                         property management company changes, including, without limitation, approval of the termination
                                         of a manager and appointment of a new property manager (in each case, to the extent lender’s
                                         consent is required under the Mortgage Loan Documents);



 


		(xi)	releases
                                         of any amounts from any escrow accounts, reserve funds or letters of credit, in each
                                         case, held as performance escrows or reserves, other than those required pursuant to
                                         the specific terms of the Mortgage Loan Documents and for which there is no material
                                         lender discretion;



 


		(xii)	Any
                                         acceptance of an assumption agreement releasing Borrower, guarantor or other obligor
                                         from liability under the Mortgage Loan other than pursuant to the specific terms of such
                                         Mortgage Loan and for which there is no material lender discretion;



 


		(xiii)	Any
                                         vote on any plan of reorganization, restructuring or similar plan in the bankruptcy of
                                         Borrower;



 


		(xiv)	Any
                                         consent to the subordination of the lien on the Mortgaged Property or to crossing the
                                         lien on the Mortgaged Property with the lien on any other property, except as expressly
                                         permitted by the Mortgage Loan Documents without lenders’ consent;



 


		(xv)	Any
                                         determination of an Acceptable Insurance Default; or



 


		(xvi)	Any
                                         consent or approval right of the lender under the Mortgage Loan Agreement with respect
                                         to a “Major Lease”, as defined in the Loan Agreement.



 








    	 	 D-2