Exhibit 4.12


 


 


AGREEMENT BETWEEN NOTEHOLDERS


 


Dated as of January 12, 2017



by and among


 


WELLS FARGO BANK, NATIONAL ASSOCIATION


 


(Initial Senior Noteholder)


 


and


 


WELLS FARGO BANK, NATIONAL ASSOCIATION


 


(Initial Junior Noteholder)


 


PLATFORM


 



     


     


    







 


THIS AGREEMENT BETWEEN
NOTEHOLDERS (“Agreement”), dated as of January 12, 2017 by and among WELLS FARGO BANK, NATIONAL ASSOCIATION,
having an address at Wells Fargo Center, 1901 Harrison Street, 2nd Floor, Oakland, California 94612 (together with its
successors and assigns in interest, in its capacity as initial owner of the Senior Note, the “Initial Senior Noteholder”,
and in its capacity as the initial agent, the “Initial Agent”), and WELLS FARGO BANK, NATIONAL ASSOCIATION,
having an address at Wells Fargo Center, 1901 Harrison Street, 2nd Floor, Oakland, California 94612 (together with its
successors and assigns in interest, in its capacity as initial owner of the Junior Note, the “Initial Junior Noteholder”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Mortgage Loan Agreement (as defined herein), the Initial Senior Noteholder originated a certain loan (the “Mortgage
Loan”) described on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to PLATFORM
HAYDEN TRACT, LLC, a Delaware limited liability company (the “Mortgage Loan Borrower”), which was initially
evidenced, inter alia, by two promissory notes (as amended, modified or supplemented, the “Notes”), each
dated as of December 9, 2016, with the first such note being that certain Promissory Note A in the original principal amount of
$37,000,000.00 (the “Senior Note”) made by the Mortgage Loan Borrower in favor of the Initial Senior Noteholder,
and the second such note being that certain Promissory Note B in the original principal amount of $10,000,000.00 (the “Junior
Note”) made by the Mortgage Loan Borrower in favor of the Initial Junior Noteholder, which notes are each secured by
a first priority Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing,
dated December 9, 2016 (as the same may be amended, modified or supplemented from time to time, the “Mortgage”),
between the Original Lender and the Mortgage Loan Borrower, encumbering that certain real property located as described in the
Mortgage Loan Agreement (the “Mortgaged Property”);


 


WHEREAS, the Initial
Senior Noteholder and the Initial Junior Noteholder desire to enter into this Agreement to memorialize the terms under which the
Initial Senior Noteholder and the Initial Junior Noteholder are holding the Senior Note and the Junior Note, respectively.


 


NOW, THEREFORE, in consideration
of the mutual covenants herein contained, the parties hereto mutually agree as follows:


 


Section 1.     Definitions. References to a “Section” or the “recitals” are, unless otherwise specified,
to a Section or the recitals of this Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed
thereto in the Servicing Agreement. Whenever used in this Agreement, the following terms shall have the respective meanings set
forth below unless the context clearly requires otherwise.


 


“Additional
Servicing Expenses” shall mean (a) all Servicing Advances, fees and/or expenses incurred by and reimbursable to any Servicer
or Trustee pursuant to the Servicing Agreement, and (b) all interest accrued on Advances made by any Servicer or Trustee


 



    1 


     


    

 


in accordance
with the terms of the Servicing Agreement or; provided that the aggregate special servicing administration fee (which fee
is payable solely during the period that the Mortgage Loan is a Specially Serviced Mortgage Loan) shall not exceed an amount equal
to 0.25% per annum of the outstanding principal balance of the Mortgage Loan, the special servicing liquidation fee (or equivalent)
shall not exceed 1.0% of the collections made with respect to the Mortgage Loan or any sums received from proceeds from the disposition
of the Mortgaged Property or the Mortgage Loan, as the case may be, and the special servicing workout fee (or equivalent) shall
not exceed 1.0% of the collections made with respect to the Mortgage Loan while the Mortgage Loan is a performing or “corrected”
loan (or such other analogous term pursuant to the Servicing Agreement), all subject to adjustments and caps as set forth in the
Servicing Agreement.


 


“Advance Interest
Amount” shall mean interest payable on Advances, as specified in the Servicing Agreement.


 


“Advance Interest
Rate” shall have the meaning assigned to the term “Advance Rate” or such other analogous term used in the
Servicing Agreement.


 


“Advances”
shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used in the Servicing Agreement.


 


“Affiliate”
shall mean with respect to any specified Person (i) any other Person that Controls, Controlling or is Controlled by or under
common Control with such specified Person (each a “Common Control Party”), (ii) any other Person owning,
directly or indirectly, ten percent (10%) or more of the beneficial interests in such Person or (iii) 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.


 


“Agent”
shall mean the Initial Agent or such Person to whom the Initial Agent shall delegate its duties hereunder, and from and after the
Securitization Date shall mean the Servicer.


 


“Agent Office”
shall mean the designated office of the Agent, which office initially shall be the office of the Initial Senior Noteholder listed
on Exhibit B hereto and, after the Securitization Date, shall be the offices of the Master Servicer. The Agent Office is
the address to which notices to and correspondence with the Agent should be directed. The Agent may change the address of its designated
office by notice to the Noteholders.


 


“Agreement”
shall mean this Agreement between Noteholders, the exhibits and schedule hereto and all amendments hereof and supplements hereto.


 


“Appraisal”
shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used in the Servicing Agreement.


 


“Appraisal Reduction
Amount” shall have the meaning assigned to the term “Appraisal Reduction Amount” or such other analogous
term used in the Servicing Agreement.


 



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“Appraisal Reduction
Event” shall have the meaning assigned to such term in the Servicing Agreement.


 


“Approved Servicer”
shall have the meaning assigned to such term in the definition of “Qualified Institutional Lender.”


 


“Asset Representations
Reviewer” shall have the meaning assigned to such term in the Servicing Agreement.


 


“Asset Status
Report” shall have the meaning assigned to such term in the Servicing Agreement.


 


“Balloon Payment”
shall have the meaning assigned to such term in the Servicing Agreement.


 


“Bankruptcy
Code” shall mean the United States Bankruptcy Code, as amended from time to time, any successor statute or rule promulgated
thereto.


 


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


 


“Certificate
Administrator” shall mean the certificate administrator under the Servicing Agreement, if any.


 


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


 


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


 


“Collection
Account” shall have the meaning assigned to such term (or equivalent term) in the Servicing Agreement.


 


“Companion Distribution
Account” shall have the meaning assigned to such term (or equivalent term) in the Servicing Agreement.


 


“Condemnation
Proceeds” shall have the meaning assigned to such term or any one or more analogous terms in the Servicing Agreement.


 


“Conduit”
shall have the meaning assigned to such term in Section 19(f).


 


“Conduit Credit
Enhancer” shall have the meaning assigned to such term in Section 19(f).


 


“Conduit Inventory
Loan” shall have the meaning assigned to such term in Section 19(f).


 



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“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 or 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”
and “Controls” have meanings correlative thereto.


 


“Control Appraisal
Period” A “Control Appraisal Period” shall exist with respect to the Mortgage Loan, if and for so long as:


 


		(1)	(a) (i) the initial Junior Note Principal Balance minus (ii) the sum (without duplication) of (x)
any payments of principal (whether as principal prepayments or otherwise) allocated to, and received on, the Junior Note after
the date of creation of Junior Note, (y) any Appraisal Reduction Amount for the Mortgage Loan that is allocated to Junior Note
and (z) any losses realized with respect to any Mortgaged Property or the Mortgage Loan that are allocated to the Junior Note plus
(iii) any Threshold Event Collateral posted by the Junior Noteholder, is less than



 


(b) 25% of
the remainder of the (i) initial Junior Note Principal Balance less (ii) any payments of principal (whether as principal prepayments
or otherwise) allocated to, and received by, the Junior Noteholder on the Junior Note after the date of creation of the Junior
Note; or


 


		(2)	any interest in the Junior Note is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower
Related Party, or the Mortgage Loan Borrower or Mortgage Loan Borrower Related Party would otherwise be entitled to exercise the
rights of the Junior Noteholder as the Controlling Noteholder.



 


“Controlling
Class Representative” shall have the meaning assigned to the term “Directing Certificateholder” in the Servicing
Agreement.


 


“Controlling
Noteholder” shall mean as of any date of determination (i) the Junior Noteholder, unless a Control Appraisal Period has
occurred and is continuing or (ii) if a Control Appraisal Period has occurred and is continuing, the Senior Noteholder; provided
that, if the Junior Noteholder would be the Controlling Noteholder pursuant to the terms hereof, but any interest in the Junior
Note is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, or the Mortgage Loan Borrower or Mortgage
Loan Borrower Related Party would otherwise be entitled to exercise the rights of the Controlling Noteholder, a Control Appraisal
Period shall be deemed to have occurred. If a Control Appraisal Period has occurred and any interest in the Senior Note is held
by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, or the Mortgage Loan Borrower or Mortgage Loan Borrower
Related Party would otherwise be entitled to exercise the rights of the Senior Note as Controlling Noteholder, the rights of the
Controlling Noteholder shall be deemed null and void and no Mortgage Loan Borrower or Mortgage Loan Borrower Related Party shall
be entitled to exercise such rights. As of the Closing Date, the Controlling Noteholder will be the Junior Noteholder.


 



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“Controlling
Noteholder Representative” shall have the meaning assigned to such term in Section 6(a).


 


“CREFC®
Investor Reporting Package®” shall have the meaning assigned to such term or an analogous term in the
Servicing Agreement.


 


“Cure Period”
shall have the meaning assigned to such term in Section 11(a).


 


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


 


“Defaulted Mortgage
Loan Purchase Price” shall mean the sum, without duplication, of (a) the Senior Note Principal Balance, (b) accrued
and unpaid interest thereon at the Senior Note Rate, from the date as to which interest was last paid in full by Mortgage Loan
Borrower up to and including the end of the interest accrual period relating to the Monthly Payment Date next following the date
the purchase occurred, (c) any other amounts due under the Mortgage Loan, other than Prepayment Premiums, default interest, late
fees, exit fees and any other similar fees, provided that if the Mortgage Loan Borrower or a Mortgage Loan Borrower Related
Party is the purchaser, the Defaulted Mortgage Loan Purchase Price shall include Prepayment Premiums, default interest, late fees,
exit fees and any other similar fees, (d) without duplication of amounts under clause (c), any unreimbursed property protection
or Servicing Advances and any expenses incurred in enforcing the Mortgage Loan Documents (including, without limitation, Servicing
Advances payable or reimbursable to any Servicer, and earned and unreimbursed special servicing fees), (e) without duplication
of amounts under clause (c), any accrued and unpaid Advance Interest Amount, (f) if (i) the Mortgage Loan Borrower or a Mortgage
Loan Borrower Related Party is the purchaser or (ii) the Mortgage Loan is purchased after ninety (90) days after the first such
option becomes exercisable pursuant to Section 12 of this Agreement, any liquidation or workout fees payable under the Servicing
Agreement with respect to the Mortgage Loan and (g) any Recovered Costs not reimbursed previously to the Senior Noteholder pursuant
to this Agreement. Notwithstanding the foregoing, if the Junior Noteholder is purchasing from the Mortgage Loan Borrower or a Mortgage
Loan Borrower Related Party, the Defaulted Mortgage Loan Purchase Price shall not include the amounts described under clauses (d)
through (f) of this definition. If the Mortgage Loan is converted into a REO Property, for purposes of determining the Defaulted
Mortgage Loan Purchase Price, interest will be deemed to continue to accrue on the Senior Note at the Senior Note Rate, as if the
Mortgage Loan were not so converted. In no event shall the Defaulted Mortgage Loan Purchase Price include amounts due or payable
to the Junior Noteholder under this Agreement.


 


“Defaulted Note
Purchase Date” shall have the meaning assigned to such term in Section 12.


 


“Default Interest”
shall mean either interest on the Mortgage Loan at a rate per annum equal to the Senior Note Default Rate or the Junior Note Default
Rate, as applicable.


 


“Depositor”
shall mean the depositor for the Securitization.


 


“Event of Default”
shall mean, with respect to the Mortgage Loan, an “Event of Default” as defined in the Mortgage Loan Documents.


 



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“Final Recovery
Determination” shall have the meaning assigned to such term in the Servicing Agreement.


 


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


 


“Initial Agent”
shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Junior
Noteholder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Noteholders”
shall mean, collectively, the Initial Senior Noteholder and the Initial Junior Noteholder.


 


“Initial Senior
Noteholder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Insolvency
Proceeding” shall mean any proceeding under Title 11 of the United States Code (11 U.S.C. Sec. 101 et seq.) or any other
insolvency, liquidation, reorganization or other similar proceeding concerning the Mortgage Loan Borrower, any action for the dissolution
of the Mortgage Loan Borrower, any proceeding (judicial or otherwise) concerning the application of the assets of the Mortgage
Loan Borrower for the benefit of its creditors, the appointment of or any proceeding seeking the appointment of a trustee, receiver
or other similar custodian for all or any substantial part of the assets of the Mortgage Loan Borrower or any other action concerning
the adjustment of the debts of the Mortgage Loan Borrower, the cessation of business by the Mortgage Loan Borrower, except following
a sale, transfer or other disposition of all or substantially all of the assets of the Mortgage Loan Borrower in a transaction
permitted under the Mortgage Loan Documents; provided, however, that following any such permitted transaction affecting
the title to the Mortgaged Property, the Mortgage Loan Borrower for purposes of this Agreement shall be defined to mean the successor
owner of the Mortgaged Property from time to time as may be permitted pursuant to the Mortgage Loan Documents; provided,
further, however, that for the purposes of this definition, in the event that more than one entity comprises the
Mortgage Loan Borrower, the term “Mortgage Loan Borrower” shall collectively refer to any such entity or entities.


 


“Insurance Proceeds”
shall have the meaning assigned to such term or any one or more analogous terms in the Servicing Agreement.


 


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


 


“Junior Note
Default Rate” shall mean a rate per annum equal to the Junior Note Rate plus the Note Default Interest Spread.


 



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“Junior Note
Percentage Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Junior Note Principal
Balance and the denominator of which is the sum of the Senior Note Principal Balance and the Junior Note Principal Balance.


 


“Junior Note
Principal Balance” shall mean, at any time of determination, the Initial Junior Note Principal Balance set forth on the
Mortgage Loan Schedule, less any payments of principal thereon or reductions in such amount pursuant to Section 3, 4
or 5, as applicable.


 


“Junior Note
Rate” shall mean the Junior Note Rate set forth on the Mortgage Loan Schedule.


 


“Junior Note
Relative Spread” shall mean the ratio of the Junior Note Rate to the Mortgage Loan Rate.


 


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


 


“Junior Noteholder”
shall mean the Initial Junior Noteholder, and its successors in interest, or any subsequent holder of the Junior Note.


 


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


 


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


 


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


 


“Major Decisions”
shall mean:


 


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


 


(b)          
any modification, consent to a modification or waiver of any monetary term (other than Penalty Charges) or material non-monetary
term (including, without limitation, the timing of payments and acceptance of discounted pay-offs but excluding waiver of Penalty
Charges) of the Mortgage Loan or any extension of the maturity date of the Mortgage Loan;


 


(c)          
any sale of the Mortgage Loan (if it is a Defaulted Loan) or related REO Property (other than in connection with the termination
of the Securitization Trust) for less than the Purchase Price (excluding the amount described in clauses (4), (5)
and (6) of the definition of “Purchase Price” as defined in the Servicing Agreement);


 


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


 



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(e)          
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 otherwise required pursuant to the specific terms of the Mortgage Loan and for which
there is no lender discretion;


 


(f)          
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 Mortgage Loan 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 related loan agreement or related to an immaterial easement, right of way or similar agreement;


 


(g)          
any property management company changes or franchise changes (in each case, to the extent the lender is required to consent
or approve under the Mortgage Loan Documents);


 


(h)          
releases of any escrow accounts, reserve accounts or letters of credit held as performance or “earn-out” escrows
or reserves other than those required pursuant to the specific terms of the Mortgage Loan and for which there is no lender discretion;


 


(i)           
any acceptance of an assumption agreement or any other agreement permitting transfers of interests in the Mortgage Loan
Borrower or guarantor releasing a Mortgage Loan Borrower or guarantor from liability under the Mortgage Loan other than pursuant
to the specific terms of the Mortgage Loan and for which there is no lender discretion;


 


(j)           
the determination of the Special Servicer pursuant to clause (iii) or (iv) of the definition of “Servicing
Transfer Event” (as defined in the Servicing Agreement);


 


(k)          
following a default or an event of default with respect to the Mortgage Loan, any exercise of a material remedy on a Mortgage
Loan or any acceleration of the Mortgage Loan, as the case may be, or initiation of judicial, bankruptcy or similar proceedings
under the Mortgage Loan Documents or with respect to the Mortgage Loan Borrower or Mortgaged Property;


 


(l)           
any modification, waiver or amendment of any material term of an intercreditor agreement, co-lender agreement or similar
agreement (other than this Agreement) with any mezzanine lender or subordinate debt holder related to the Mortgage Loan, or an
action to enforce rights with respect thereto;


 


(m)         
any determination of an Acceptable Insurance Default (as defined in the Servicing Agreement);


 


(n)          
any proposed modification or waiver of any material provision in the Mortgage Loan Documents governing the type, nature
or amount of insurance coverage required to be obtained and maintained by the Mortgage Loan Borrower;


 



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(o)          
any consents or approvals related to the incurrence of additional debt by the Mortgage Loan Borrower or mezzanine debt by
a direct or indirect parent of the Mortgage Loan Borrower, to the extent the lender’s consent or approval is required under
the Mortgage Loan Documents;


 


(p)          
any approval of any casualty insurance settlements or condemnation settlements, and any determination to apply casualty
proceeds or condemnation awards to the reduction of the debt rather than to the restoration of the Mortgaged Property;


 


(q)          
the approval of any annual budget or material alteration for the Mortgaged Property (insofar as such approval is required
of the lender under the Mortgage Loan Documents); and


 


(r)          
the voting of any claim or on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage
Loan Borrower.


 


“Master Servicer”
shall have the meaning assigned to such term in the Servicing Agreement.


 


“Master Servicer
Remittance Date” shall mean the “Master Servicer Remittance Date” (or analogous term) as defined in the Servicing
Agreement.


 


“Model PSA”
shall mean the WFCM 2016-NXS6 PSA.


 


“Monetary Default”
shall have the meaning assigned to such term in Section 11(a).


 


“Monetary Default
Notice” shall have the meaning assigned to such term in Section 11(a).


 


“Monthly Payment”
shall have the meaning assigned to such term in the Servicing Agreement.


 


“Monthly Payment
Date” shall mean the Payment Date (as defined in 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.


 


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


 


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


 



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“Mortgage Loan
Agreement” shall mean the Loan Agreement, dated as of December 9, 2016, between the Mortgage Loan Borrower and Wells
Fargo Bank, National Association, as the same may be amended, restated, renewed, extended, modified or supplemented from time to
time, subject to the terms hereof.


 


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


 


“Mortgage Loan
Borrower Related Party” shall have the meaning assigned to such term in Section 18.


 


“Mortgage Loan
Documents” shall mean, with respect to the Mortgage Loan, the Mortgage Loan Agreement, the Mortgage, the Note(s) and
all other documents now or hereafter evidencing and securing the Mortgage Loan.


 


“Mortgage Loan
Rate” shall mean, as of any date of determination, the weighted average of the Senior Note Rate and the Junior Note Rate.


 


“Mortgage Loan
Schedule” shall mean the Schedule attached hereto as Exhibit A.


 


“Net Junior
Note Rate” shall mean the Junior Note Rate minus the Servicing Fee Rate.


 


“Net Senior
Note Rate” shall mean the Senior Note Rate minus the Servicing Fee Rate.


 


“Non-Exempt
Person” shall mean any Person other than a Person who is either (i) a U.S. Person or (ii) has on file with the Agent
for the relevant year such duly-executed form(s) or statement(s) which may, from time to time, be prescribed by law and which,
pursuant to applicable provisions of (A) any income tax treaty between the United States and the country of residence of such Person,
(B) the Code or (C) any applicable rules or regulations in effect under clauses (A) or (B) above, permit the Senior Noteholder
to make such payments free of any obligation or liability for withholding.


 


“Non-Monetary
Default” shall have the meaning assigned to such term in Section 11(d).


 


“Non-Monetary
Default Cure Period” shall have the meaning assigned to such term in Section 11(d).


 


“Non-Monetary
Default Notice” shall have the meaning assigned to such term in Section 11(d).


 


“Nonrecoverable
Servicing Advance” shall have the meaning assigned to such term (or equivalent term) in the Servicing Agreement.


 


“Note”
shall mean either of the Senior Note and the Junior Note, as applicable.


 



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“Note Default
Interest Spread” shall mean a rate per annum equal to the lesser of (i) the maximum rate permitted by applicable law,
or (ii) four percent (4%).


 


“Note Pledgee”
shall have the meaning assigned to such term in Section 19(e).


 


“Note Rate”
shall mean either of the Senior Note Rate and the Junior Note Rate, as applicable.


 


“Note Register”
shall have the meaning assigned to such term in Section 21.


 


“Noteholder”
shall mean either of the Senior Noteholder and the Junior Noteholder, as applicable.


 


“Noteholder
Purchase Notice” has the meaning assigned to such term in Section 12.


 


“Operating Advisor”
shall have the meaning assigned to such term in the Servicing Agreement.


 


“P&I Advance”
shall mean an advance made by a party to the Servicing Agreement in respect of a delinquent monthly debt service payment on the
Securitization Note.


 


“Percentage
Interest” shall mean, with respect to the Senior Noteholder, the Senior Note Percentage Interest and with respect to
the Junior Noteholder, the Junior Note Percentage Interest, as each may be adjusted from time to time.


 


“Permitted Fund
Manager” shall mean any Person that on the date of determination is (i) one of the entities on Exhibit C
attached hereto and made a part hereof or any other nationally-recognized manager of investment funds investing in debt or equity
interests relating to commercial real estate, (ii) investing through a fund with committed capital of at least $500,000,000
and (iii) not subject to a proceeding relating to the bankruptcy, insolvency, reorganization or relief of debtors.


 


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


 


“Pledge”
shall have the meaning assigned to such term in Section 19(e).


 


“Prepayment
Premium” shall mean, with respect to the Mortgage Loan, any prepayment premium, spread maintenance premium, yield maintenance
premium or similar fee required to be paid in connection with a prepayment of the Mortgage Loan pursuant to the Mortgage Loan Documents,
including any exit fee.


 


“Principal Balance”
shall mean either the Senior Note Principal Balance or the Junior Note Principal Balance, as applicable.


 


“Qualified Institutional
Lender” shall mean each of the Initial Noteholders and any other U.S. Person that is:


 



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(a)          
an entity Controlled by, under common Control with or Controlling any of the Initial Senior Noteholder, the Initial Junior
Noteholder, Square Mile Capital Management LLC and SM Core Credit Finance LLC or their respective Affiliates, or


 


(b)          
one or more of the following:


 


(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, 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, or an “accredited investor” within the meaning of Rule 501(a)(1),
(2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended, or


 


(iii)        
a Qualified Trustee (or in the case of a CLO, a single purpose bankruptcy remote entity which contemporaneously assigns
or pledges its Note, or a participation interest therein (or any portion thereof) to a Qualified Trustee) in connection with (a)
a securitization of, (b) the creation of collateralized loan obligations (“CLO”) secured by, or (c) a financing
through an “owner trust” of, any or all of a Note (any of the foregoing, a “Securitization Vehicle”),
provided that (1) one or more classes of securities issued by such Securitization Vehicle is initially rated at least investment
grade by each of the Rating Agencies which assigned a rating to one or more classes of securities issued in connection with such
securitization; (2) the special servicer of such Securitization Vehicle has a Required Special Servicer Rating (such entity, an
“Approved Servicer”) and such Approved Servicer is required to service and administer such Note in accordance
with servicing arrangements for the assets held by the Securitization Vehicle which require that such Approved Servicer act in
accordance with a servicing standard notwithstanding any contrary direction or instruction from any other Person; 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 which is a Qualified Institutional Lender, are each a Qualified Institutional
Lender under clauses (i), (ii), (iii), (iv) or (v) of this definition, or


 


(iv)        
an investment fund, limited liability company, limited partnership or general partnership having capital and/or capital
commitments of at least $200,000,000, in which (A) the Senior Noteholder or the Junior Noteholder, as applicable, (B) a person
that is otherwise a Qualified Institutional Lender under clause (i), (ii) or (v) (with respect to an institution substantially
similar to the entities referred to in clause (i) or (ii) above), or (C) a Permitted Fund Manager, acts as a general partner, managing
member, or the fund manager responsible for the day-to-day management and operation of such investment vehicle and provided that
at least 50% of the equity interests in such investment vehicle are


 



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owned, directly or indirectly, by one or more entities that
are otherwise Qualified Institutional Lenders (without regard to the capital surplus/equity and total asset requirements set forth
below in the definition), or


 


(v)        
an institution substantially similar to any of the foregoing, and


 


in the case of any entity referred
to in clause (b)(i), (ii), (iii)(a), (iv)(B) or (v) of this definition, (x) such entity has at least $150,000,000.00 in capital/statutory
surplus or shareholders’ equity (except with respect to a pension advisory firm or similar fiduciary) and at least $300,000,000.00
in total assets (in name or under management), and (y) is regularly engaged in the business of making or owning commercial real
estate loans (or interests therein) similar to the Mortgage Loan or mezzanine loans with respect to commercial real estate or owning
or operating commercial real estate properties; provided that, in the case of the entity described in clause (iv) (B) above, the
requirements of this clause (y) may be satisfied by a general partner, managing member, or the fund manager responsible for the
day-to-day management and operation of such entity, or


 


(c)          
any entity Controlled by any of the entities described in clause (b) above or approved by the Rating Agencies hereunder
as a Qualified Institutional Lender for purposes of this Agreement.


 


“Qualified Trustee”
means (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, (ii) an institution insured by the Federal Deposit Insurance Corporation or (iii) an institution whose
long-term senior unsecured debt is rated either of the then in effect top two rating categories of each of the applicable 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 the Depositor to rate the securities issued in connection with the Securitization
of the Senior Note; provided, however, that, at any time during which the Senior Note is an asset of the Securitization,
“Rating Agencies” or “Rating Agency” shall mean only those rating agencies that are engaged by the Depositor
from time to time to rate the securities issued in connection with the Securitization of the Senior Note.


 


“Rating Agency
Confirmation” shall have the meaning given thereto or any analogous term in the Servicing Agreement including any deemed
or waived Rating Agency Confirmation.


 


“Recovered Costs”
shall mean any amounts referred to in clauses (d) and/or (e) of the definition of “Defaulted Mortgage Loan Purchase Price”
that, at the time of determination, had been previously paid or reimbursed to any Servicer from sources other than collections
on or


 



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in respect of the Mortgage Loan or the Mortgaged Property (including, without limitation, from collections on or in respect
of loans other than the Mortgage Loan).


 


“Redirection
Notice” shall have the meaning assigned to such term in Section 19(e).


 


“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 and are in effect from time to time, but only to the extent compliance is required as of the applicable
date of determination, and subject to such clarification and interpretation as have been provided by the SEC or by the staff of
the SEC, or as may be provided by the SEC or its staff from time to time.


 


“REMIC Provisions”
shall mean provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections
860A through 860G of subchapter M of Chapter 1 of the Code, and related provisions, and regulations (including any applicable proposed
regulations) and rulings promulgated thereunder, as the foregoing may be in effect from time to time.


 


“REMIC”
shall mean a real estate mortgage investment conduit within the meaning of Section 860D(a) of the Code.


 


“REO Property”
shall have the meaning assigned to such term in the Servicing Agreement.


 


“Required Special
Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”,
(ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage
Special Servicer, (iii) in the case of Moody’s, prior to the date of determination, such special servicer has acted
as special servicer for one or more loans included in a commercial mortgage loan securitization that was rated by Moody’s
and Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed
any class of commercial mortgage securities on watch citing the continuation of such special servicer as special servicer of such
commercial mortgage loans, (iv) in the case of Morningstar, either (a) the applicable replacement has a special servicer ranking
of at least “MOR CS3” by Morningstar (if ranked by Morningstar) or (b) if not ranked by Morningstar, is currently acting
as a special servicer on a deal or transaction-level basis for all or a significant portion of the related mortgage loans in other
CMBS transactions rated by any of S&P, Moody’s, Fitch, DBRS or KBRA and the trustee does not have actual knowledge that
Morningstar has, and the replacement special servicer certifies that Morningstar has not, with respect to any such other CMBS transaction,
qualified, downgraded or withdrawn its rating or ratings on one or more classes of such CMBS transaction citing servicing concerns
of the applicable replacement as the sole or material factor in such rating action, (v) in the case of KBRA has not cited servicing
concerns of such special 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 a transaction serviced
by such special servicer prior to the time of determination and (vi) in the case of DBRS, such special servicer is currently acting
as special servicer for one or more loans included in a commercial mortgage loan securitization that is rated by DBRS, and DBRS
has not downgraded


 



    14 


     


    

 


or withdrawn the then current rating on any class of commercial mortgage securities or placed any class of commercial
mortgage securities on watch citing the continuation of such special 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 a transaction serviced by such special servicer prior to the time of determination.


 


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


 


“SEC”
shall mean the Securities and Exchange Commission.


 


“Securitization”
shall mean one or more sales by the Senior Noteholder of all or a portion of the Senior Note to a depositor, who will in turn include
such portion of such Note as part of a securitization of one or more mortgage loans.


 


“Securitization Date ”shall mean the effective date on which the Securitization of the Senior Note or portion thereof is consummated.


 


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization pursuant to which the Senior Note is held.


 


“Senior Note
Default Rate” shall mean a rate per annum equal to the Senior Note Rate plus the Note Default Interest Spread.


 


“Senior Note
Percentage Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Senior Note Principal
Balance and the denominator of which is the sum of the Senior Note Principal Balance and the Junior Note Principal Balance.


 


“Senior Note
Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Senior Note
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Senior Noteholder or reductions
in such amount pursuant to Sections 3, 4 or 5, as applicable.


 


“Senior Note
Rate” shall mean the Senior Note Rate set forth on the Mortgage Loan Schedule.


 


“Senior Note
Relative Spread” shall mean the ratio of the Senior Note Rate to the Mortgage Loan Rate.


 


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


 


“Senior Noteholder”
shall mean the Initial Senior Noteholder, or any subsequent holder of the Senior Note, together with its successors and assigns.


 


“Sequential
Pay Event” shall mean any Event of Default with respect to an obligation to pay money due under the Mortgage Loan, any
other Event of Default for which the Mortgage Loan is actually accelerated or any other Event of Default which causes the Mortgage
Loan to become a Specially Serviced Mortgage Loan, or any bankruptcy or insolvency event that constitutes an Event of Default;
provided, however, that unless the Servicer under the Servicing


 



    15 


     


    

 


Agreement has notice or knowledge of such event at
least ten (10) Business Days prior to the applicable distribution date, distributions will be made sequentially beginning on the
subsequent distribution date; provided, further, that the aforementioned requirement of notice or knowledge will
not apply in the case of distribution of the final proceeds of a liquidation or final disposition of the Mortgage Loan. A Sequential
Pay Event shall no longer exist if (1) it has been cured, or (2) any Note B Holder is exercising its cure rights under Section
11.


 


“Servicer Termination
Event” shall have the meaning assigned to such term in the Servicing Agreement or at any time that the Mortgage Loan
is no longer subject to the provisions of the 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.


 


“Servicer”
shall mean the Master Servicer or the Special Servicer, as the context may require.


 


“Servicing Advance”
shall have the meaning given thereto in the Servicing Agreement.


 


“Servicing Agreement”
shall mean a pooling and servicing agreement, which shall be substantially in the form of the Model PSA (provided that such
agreement (to the extent that it differs from the Model PSA) shall not adversely affect the rights or obligations hereunder of
the Junior Noteholder (other than to an immaterial extent)); provided it is acknowledged that such agreement is subject,
after consultation with the Junior Noteholder, in all respects to changes (i) required by the Code relating to the tax elections
of the related Securitization Trust, (ii) required by law or changes in any law, rule or regulation and (iii) requested by
the Rating Agencies or any purchaser of subordinate certificates. Until such time as the Servicing Agreement is entered into, the
Senior Noteholder shall cause the Mortgage Loan to be serviced by Wells Fargo Bank, National Association in accordance with this
Agreement and the customary and usual servicing practices of originators of commercial mortgage loans intended to be securitized,
and in all events, subject to the Servicing Standard. The Servicing Fee Rate prior to the time a Servicing Agreement is entered
into shall be three basis points per annum, paid monthly based on the outstanding principal balance of the Notes and calculated
on the same basis as interest is accrued on the Mortgage Loan; provided that the Servicing Fee Rate applicable to Junior
Note shall be 0% prior to the time a Servicing Agreement is entered into. Notwithstanding the foregoing, in no event may the Servicing
Agreement, without the consent of the Junior Noteholder (such consent not to be unreasonably withheld, conditioned or delayed),
(i) diminish or impair the Junior Noteholder rights hereunder in any material respect, (ii) change the interest allocable to, or
the amount of any payments due to, the Junior Noteholder or increase the Junior Noteholder’s obligations in any material
respect or decrease Junior Noteholder’s rights, remedies or protections hereunder in any material respect or (iii) impose
a Servicing Fee Rate applicable to Junior Note greater than three basis points per annum.


 


“Servicing Fee
Rate” shall have the meaning assigned to such term in the Servicing Agreement.


 


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


 



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“Servicing Transfer
Event” shall have the meaning assigned to such term in the Servicing Agreement.


 


“Special Servicer”
shall have the meaning assigned to such term in the Servicing Agreement.


 


“Specially Serviced
Mortgage Loan” shall have the meaning assigned to the term “Specially Serviced Loan” or such other analogous
term used in the Servicing Agreement.


 


“Taxes”
shall mean any income or other taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature, now or hereafter
imposed by any jurisdiction or by any department, agency, state or other political subdivision thereof or therein.


 


“Threshold Event
Collateral” shall have the meaning assigned to such term in Section 5(h).


 


“Threshold Event
Cure” shall have the meaning assigned to such term in Section 5(h).


 


“Transfer”
shall mean any sale, assignment, transfer, pledge, syndication, participation, hypothecation, contribution, encumbrance or other
disposition (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other similar
agreement, excluding a repo financing or a Pledge in accordance with Section 19(e)).


 


“Trustee”
shall mean the bank or trust company as may be selected by the Depositor and approved by the Rating Agencies to act as trustee
or certificate administrator, as applicable, for the Securitization.


 


“U.S. Person”
shall mean a citizen or resident of the United States, a corporation or partnership (except to the extent provided in applicable
Treasury Regulations) created or organized in or under the laws of the United States, any State thereof or the District of Columbia,
including any entity treated as a corporation or partnership for federal income tax purposes, or an estate whose income is subject
to United States federal income tax regardless of its source, or a trust if a court within the United States is able to exercise
primary supervision over the administration of such trust, and one or more such U.S. Persons have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations, a trust in existence on August 20,
1996 that is eligible to elect to be treated as a U.S. Person).


 


“WFCM 2016-NXS6
PSA” shall mean the Pooling and Servicing Agreement dated as of October 1, 2016, by and among Wells Fargo Commercial
Mortgage Securities, Inc., as Depositor, Wells Fargo Bank National Association, as Master Servicer and Certificate Administrator,
Wilmington Trust, National Association, as Trustee, CWCapital Asset Management LLC, as Special Servicer, and Trimont Real Estate
Advisors, LLC, as Operating Advisor and Asset Representations Reviewer.


 


“Workout”
shall mean any written modification, waiver, amendment, restructuring or workout of the Mortgage Loan or the Note entered into
with the Mortgage Loan Borrower in accordance with the Servicing Agreement.


 



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Section 2.          
Servicing.


 


(a)  
Each Noteholder acknowledges and agrees that, as further provided in Section 5 of this this Agreement, the Mortgage
Loan shall be serviced pursuant to the Servicing Agreement. The Junior Noteholder acknowledges that the Senior Noteholder may elect,
in its sole discretion, to include the Senior Note in a Securitization and agrees that it will, subject to Section 24,
reasonably cooperate with the Senior Noteholder, at the Senior Noteholder’s expense, to effect such Securitization. Subject
to the terms and conditions of this Agreement, each Noteholder hereby irrevocably and unconditionally consents to the appointment
of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and
the Trustee under the Servicing Agreement by the Depositor 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 this Agreement and the Servicing Agreement.
In no event shall the Servicing Agreement require the Servicer to enforce the rights of any Noteholder against another Noteholder
or limit the Servicer in enforcing the rights of one Noteholder against the other Noteholder; however, this statement shall not
be construed to otherwise limit the rights of one Noteholder with respect to the other Noteholder. Each Servicer shall be required
pursuant to the Servicing Agreement to service the Mortgage Loan in accordance with the Servicing Standard, the terms of the Mortgage
Loan Documents, the Servicing Agreement and applicable law, and shall not take any action or refrain from taking any action or
follow any direction inconsistent with the foregoing.


 


At any time that the
Mortgage Loan is no longer subject to the provisions of the Servicing Agreement, the Noteholders agree to cause the Mortgage Loan
to be serviced by one or more servicers, each of which has been agreed upon by the Senior Noteholder and Junior Noteholder, pursuant
to a servicing agreement that has servicing terms substantially similar to the Servicing Agreement and all references herein to
the “Servicing Agreement” shall mean such subsequent servicing agreement; provided, further, however,
that until a replacement servicing agreement has been entered into, the Senior Noteholder shall cause the Mortgage Loan to be serviced
pursuant to the provisions of the Servicing Agreement as if such agreement was still in full force and effect with respect to the
Mortgage Loan, by the Servicer set forth in the Servicing Agreement or by any Person appointed by the Senior Noteholder that is
a qualified servicer meeting the requirements of the Servicing Agreement.


 


(b) 
The Master Servicer shall be the master servicer on the Mortgage Loan, and from time to time it (or the Trustee, to the
extent provided in the Servicing Agreement) (i) shall be required to make Servicing Advances with respect to the Mortgage Loan,
subject to the terms of the Servicing Agreement and this Agreement, and (ii) may be required to make P&I Advances on the Senior
Note, if and to the extent provided in the Servicing Agreement and this Agreement. The Master Servicer, the Special Servicer and
the Trustee, as applicable, shall be entitled to reimbursement for a Servicing Advance, first from funds on deposit in the Collection
Account or Companion Distribution Account for the Mortgage Loan that (in any case) represent amounts received on or in respect
of the Mortgage Loan, and then, in the case of Nonrecoverable Servicing Advances, if such funds on deposit in the Collection Account
or Companion Distribution Account with respect to the Mortgage Loan are insufficient, from general collections of the Securitization
as provided in the Servicing Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable, will be entitled
to reimbursement for


 



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Advance Interest Amounts on a Servicing Advance or a Nonrecoverable Servicing Advance, in the manner and from
the sources provided in the Servicing Agreement, including from general collections of the Securitization.


 


(c)          
In no event shall the Junior Noteholder be entitled to exercise any rights of the “directing holder” consulting
class or any analogous class or holder under the Servicing Agreement except to the extent the Junior Noteholder is given such rights
expressly under the terms of this Agreement or the Servicing Agreement in its capacity as the Controlling Noteholder.


 


(d)          
Intentionally omitted.


 


(e)          
Intentionally omitted.


 


(f)          
The Servicing Agreement shall, unless otherwise agreed to by the Controlling Noteholder, contain (i) servicing and reporting
provisions (including the Asset Status Report for all Major Decisions) substantially similar in all material respects to the servicing
and reporting provisions of the Model PSA, (ii) provisions providing the Controlling Noteholder the same rights with respect to
Asset Status Reports that are afforded the Controlling Class Representative and (iii) a Servicing Standard substantially similar
in all material respects to the servicing standard in the Model PSA. In no event may the Servicing Agreement change the interest
allocable to, or the amount of any payments due to, the Controlling Noteholder or increase the Controlling Noteholder’s obligations
(other than to an immaterial extent) or decrease the Controlling Noteholder’s rights, remedies or protections hereunder (other
than to an immaterial extent). The Servicing Agreement shall require the Master Servicer and Special Servicer to service the Mortgage
Loan in accordance with the terms of this Agreement, including the rights of the Junior Noteholder hereunder.


 


(g) 
        The Servicing Agreement shall contain provisions to the effect that:


 


(i)        
   if a Servicer Termination Event under the Servicing Agreement has occurred with respect to the Master Servicer under the
Servicing Agreement that affects a Noteholder or any class of commercial mortgage securities backed by a Note or a participation
interest in a Note, and the Master Servicer is not otherwise terminated under the Servicing Agreement, then the Junior Noteholder
or its’ designees (if the Junior Noteholder is the Controlling Noteholder) shall be entitled to direct the Trustee to appoint
a sub-servicer solely with respect to the Mortgage Loan;


 


(ii)        
  any payments received on the Mortgage Loan to be distributed pursuant to Section 3 or Section 4 hereof shall
be paid by the Master Servicer to each of the other Noteholders on the applicable Master Servicer Remittance Date;


 


(iii)        
the Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the
other Noteholders all reports that the Certificate Administrator has made available to Certificateholders under the Servicing Agreement
to the extent such reports relate to the related Note and upon the submission of an Investor Certification pursuant to the Servicing
Agreement;


 



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(iv)        
the Servicing Agreement shall provide that Default Interest and late payment charges otherwise allocable to the Junior Note
shall not be payable to the Servicer or Trustee as compensation;


 


(v)     
    each Noteholder is an intended third party beneficiary in respect of the rights afforded it under
the Servicing Agreement and may directly enforce such rights; and


 


(vi)        
the Servicing Agreement may not be amended without the consent of the Junior Noteholder if such amendment would adversely
affect its rights thereunder (other than to an immaterial extent).


 


(h) 
        It is expressly understood and agreed that the Servicing Agreement shall not (A) allocate to Junior Noteholder any negative
impact from other assets serviced pursuant to the Servicing Agreement or from the failure of the trust created pursuant to the
Servicing Agreement to qualify as a REMIC and (B) impose upon Junior Noteholder any “Additional Trust Fund Expenses”
or other expenses with respect to any other mortgage loan included in the trust administered by the Trustee (including, without
limitation, expenses for the administration or preservation of the trust as a REMIC).


 


(i)   
Intentionally omitted.


 


Section 3.      Subordination of Junior Note; Payments Prior to a Sequential Pay Event. The Junior Note and the right of the Junior
Noteholder to receive payments of interest, principal and other amounts with respect to such Junior Note shall at all times be
junior, subject and subordinate to the Senior Note and the right of the Senior Noteholder to receive payments of interest, principal
and other amounts with respect to the Senior Note as set forth herein. If no Sequential Pay Event, as determined by the applicable
Servicer, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for
payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds
thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty,
letter of credit or other collateral or instrument securing the Mortgage Loan, Insurance Proceeds or Condemnation Proceeds (other
than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage
Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but
excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance
with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries
in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that
are then due, payable or reimbursable to any Servicer, Operating Advisor, Asset Representations Reviewer, Certificate Administrator
or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Senior Noteholder (or
its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments
shall be made at such times as are set forth in the Servicing Agreement):


 



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(a)  
first, to the Senior Noteholder in an amount equal to the accrued and unpaid interest on the Senior Note Principal Balance
at the Net Senior Note Rate;


 


(b) 
second, to the Senior Noteholder in an amount equal to the Senior Note Percentage Interest of principal payments received,
if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until the Senior Note Principal Balances has
been reduced to zero;


 


(c)  
third, to the Senior Noteholder up to the amount of any unreimbursed costs and expenses paid by the Senior Noteholder including
any Recovered Costs not previously reimbursed to the Senior Noteholder (or paid or advanced by any Servicer on its behalf and not
previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement;


 


(d) 
fourth, to the Senior Noteholder in an amount equal to the product of (i) the Senior Note Percentage Interest multiplied
by (ii) Senior Note Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


 


(e)  
fifth, to the Junior Noteholder in an amount equal to the accrued and unpaid interest on the Junior Note Principal Balance
at the Net Junior Note Rate;


 


(f)  
sixth, to the Junior Noteholder in an amount equal to the Junior Note Percentage Interest of principal payments received,
if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until the Junior Note Principal Balance has
been reduced to zero;


 


(g) 
seventh, to the Junior Noteholder in an amount equal to the product of the Junior Note Percentage Interest multiplied by
the Junior Note Relative Spread and any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


 


(h) 
eighth, to the extent the Junior Noteholder has made any payments or advances to cure defaults pursuant to Section 11,
to reimburse the Junior Noteholder for all such cure payments;


 


(i)   
ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts
required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of
the Junior Note has been reduced, such excess amount shall be paid to the Junior Noteholder in an amount up to the reduction, if
any, of the Junior Note Principal Balance as a result of such Workout, plus interest on such amount at the related Junior Note
Rate;


 


(j)   
tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise
applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to
pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate
to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be
paid to the Senior


 



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Noteholder and the Junior Noteholder, pro rata, based on their respective Percentage Interests; and


 


(k) 
eleventh, if any excess amount, including Default Interest and late payment charges, is available to be distributed in respect
of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be
paid pro rata to the Senior Noteholder and the Junior Noteholder in accordance with their respective initial Percentage
Interests.


 


Section 4.      Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in
accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable
Servicer and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage
Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged
Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special
Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received
in the form of Monthly Payments, any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Liquidation
Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan, Insurance
Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the
Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the
extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage
Loan Documents deemed appropriate by the Servicer in accordance with the Servicing Standard to continue to be held as reserves
or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to
the Servicer under Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating
Advisor, Asset Representations Reviewer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the
Servicing Agreement, shall be distributed by the Servicer in the following order of priority without duplication (and payments
shall be made at such times as are set forth in the Servicing Agreement):


 


(a)  
first, to the Senior Noteholder in an amount equal to the accrued and unpaid interest on the Senior Note Principal Balance
at the Net Senior Note Rate;


 


(b) 
second, to the Senior Noteholder in an amount equal to the Senior Note Principal Balance, until the Senior Note Principal
Balance has been reduced to zero;


 


(c)  
third, to the Senior Noteholder up to the amount of any unreimbursed costs and expenses paid by the Senior Noteholder including
any Recovered Costs not previously reimbursed to the Senior Noteholder (or paid or advanced by any Servicer on its behalf and not
previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement;


 



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(d) 
fourth, to the Senior Noteholder in an amount equal to the product of the Senior Note Percentage Interest multiplied by
Senior Note Relative Spread and any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


 


(e)  
fifth, to the Junior Noteholder in an amount equal to the accrued and unpaid interest on the Junior Note Principal Balance
at the Net Junior Note Rate;


 


(f)  
sixth, to the Junior Noteholder in an amount equal to the Junior Note Principal Balance, until the Junior Note Principal
Balance has been reduced to zero;


 


(g) 
seventh, to the Junior Noteholder in an amount equal to the product of the Junior Note Percentage Interest multiplied by
the Junior Note Relative Spread and any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


 


(h) 
eighth, to the extent the Junior Noteholder has made any payments or advances to cure defaults pursuant to Section 11,
to reimburse the Junior Noteholder for all such cure payments;


 


(i)   
ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts
required to be applied in accordance with the foregoing clauses (a)-(h) and, as a result of a Workout the Principal Balance of
the Junior Note has been reduced, such excess amount shall be paid to the Junior Noteholder in an amount up to the reduction, if
any, of the Junior Note Principal Balance as a result of such Workout, plus interest on such amount at the related Junior Note
Rate;


 


(j)   
tenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise
applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to
pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate
to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be
paid to the Senior Noteholder and the Junior Noteholder, pro rata, based on their respective Percentage Interests; and


 


(k) 
eleventh, if any excess amount, including Default Interest and late payment charges, is available to be distributed in respect
of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be
paid pro rata to the Senior Noteholder and the Junior Noteholder in accordance with their respective initial Percentage
Interests, provided, however that if less than 100% of the Default Interest and late payment charges are paid with respect to the
Mortgage Loan during such Sequential Pay Event, the Junior Noteholder shall not be entitled to any Default Interest or late payment
charges until the Senior Noteholder has been paid 100% of the pro rata share of any Default Interest or late payment charges actually
received by the Servicers.


 


Section 5.      Administration of the Mortgage Loan.


 


(a)          
Subject to this Agreement (including, without limitation, Section 5(f) below) and the Servicing Agreement, the Senior
Noteholder (or the Servicer acting on behalf of


 



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the Senior Noteholder) 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 authority to modify or waive any of the terms of the Mortgage Loan Documents or consent to any action or failure to act
by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents, call or waive any Event of Default, accelerate
the Mortgage Loan or institute any foreclosure action or other remedy and the Junior Noteholder shall not have any voting, consent
or other rights whatsoever with respect to the Senior Noteholder’s administration of, or exercise of its rights and remedies
with respect to, the Mortgage Loan. Subject to this Agreement (including, without limitation, Section 5(f) below) and the
Servicing Agreement, the Junior Noteholder agrees that it shall have no right to, and hereby presently and irrevocably assigns
and conveys to the Senior Noteholder (or the Servicer acting on behalf of the Senior Noteholder) the rights, if any, that the Junior
Noteholder has to, (i) call or cause the Senior Noteholder to call an Event of Default under the Mortgage Loan, or (ii) exercise
any remedies with respect to the Mortgage Loan or the Mortgage Loan Borrower, including, without limitation, filing or causing
the Senior Noteholder to file any bankruptcy petition against the Mortgage Loan Borrower. The Senior Noteholder (or the Servicer
acting on behalf of the Senior Noteholder) shall not have any fiduciary duty to the Junior Noteholder in connection with the administration
of the Mortgage Loan (but the foregoing shall not relieve the Senior Noteholder from the obligation to make any disbursement of
funds as set forth herein).


 


Each Noteholder
hereby acknowledges the right and obligation of the Senior Noteholder (or the Special Servicer acting on behalf of the Senior Noteholder),
upon the Mortgage Loan becoming a Defaulted Loan and the determination by the Special Servicer to sell the Senior Note in accordance
with the Servicing Agreement, to sell the Senior Note and the Junior Note together as notes evidencing one whole loan if the Special
Servicer determines that including the Junior Note in such sale is in accordance with the Servicing Standard (taking into account
the subordinated nature of the Junior Note) in accordance with the terms of this Agreement and the Servicing Agreement.


 


Each Noteholder
hereby irrevocably appoints the Master Servicer, the Special Servicer and the Trustee in the Securitization as such Noteholder’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 Noteholder set forth herein and in the Servicing
Agreement).


 


(b) 
The Controlling Noteholder (or its Controlling Noteholder Representative) shall have, with respect to the Mortgage Loan,
all of the same rights and powers of the Controlling Class Representative under the Servicing Agreement with respect to the other
mortgage loans included in the Securitization, including without limitation, the right to consent and/or consult regarding Major
Decisions and other servicing matters, the right to advise (1) the Special Servicer with respect to all Specially Serviced Loans
and (2) the Special Servicer with respect to non-Specially Serviced Loans as to all matters for which the Master Servicer must
obtain the consent or deemed consent of the Special Servicer, and the right to direct the Special Servicer to take, or to refrain
from taking, such other actions with respect to the Mortgage Loan as the Controlling Class Representative may deem advisable or
as to which provision is otherwise made therein, in each case subject to the terms and conditions of the Securitization Servicing
Agreement.


 



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(c)  
Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Servicing Agreement
and this Agreement (including, without limitation, Section 6), if the Servicer (on behalf of the Noteholders) in connection
with a Workout of the Mortgage Loan modifies the terms thereof such that (i) the unpaid principal balance of the Mortgage
Loan is decreased, (ii) the Mortgage Loan Rate or scheduled amortization payments on such Mortgage Loan are reduced, (iii) payments
of interest or principal on such Mortgage Loan are waived, reduced or deferred or (iv) any other adjustment (other than an
increase in the Mortgage Loan Rate or increase in scheduled amortization payments) is made to any of the terms of the Mortgage
Loan, all payments to the Senior Noteholder pursuant to Section 3 and Section 4, as applicable, shall be
made as though such Workout did not occur, and with the payment terms of the Senior Note remaining the same as they are on the
date hereof, the Junior Note shall bear the full economic effect of all waivers, reductions or deferrals of amounts due on the
Mortgage Loan attributable to such Workout (up to the amount otherwise due on the Junior Note). Subject to the Servicing Agreement
and this Agreement (including without limitation Section 6), in the case of any modification or amendment described
above, the Servicer (on behalf of the Noteholders) shall have the sole authority and ability to revise the payment provisions set
forth in Section 3 and Section 4 above in a manner that reflects the subordination of the Junior Note to
the Senior Note with respect to the loss that is the result of such amendment or modification, including: (i) the ability
to increase the Senior Note Percentage Interest and to reduce the Junior Note Percentage Interest in a manner that reflects a loss
in principal as a result of such amendment or modification and (ii) the ability to change the Senior Note Rate and the Junior
Note Rate, as applicable, in order to reflect a reduction in the Mortgage Loan Rate of the Mortgage Loan but shall not be permitted
to change the order of the clauses set forth in Section 3 and Section 4 hereof. Notwithstanding the foregoing, if
any Workout, modification or amendment of the Mortgage Loan extends the original maturity date of the Mortgage Loan, for purposes
of this paragraph, the Balloon Payment shall be deemed not to be due on the original maturity date of the Mortgage Loan but shall
be deemed due on the extended maturity date of the Mortgage Loan.


 


(d)          
All rights and obligations of the Senior Noteholder described hereunder may be exercised by the Servicer on behalf of the
Senior Noteholder in accordance with the Servicing Agreement and this Agreement.


 


(e)  
For so long as the Senior 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 Senior Note and the Junior Note shall each 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 Senior Noteholder 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 interests of the Noteholders therein shall at all times qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code and (iii) the Senior Noteholder may not modify, waive or amend any provision
of the Mortgage Loan, consent to or withhold consent from any action of the Mortgage Loan Borrower, or exercise or refrain from
exercising any powers or rights which the Senior Noteholder may have under the Mortgage Loan Documents, if any such action would
constitute a “significant modification” of the Mortgage


 



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Loan, within the meaning of Section 1.860G 2(b) of the regulations
of the United States Department of the Treasury, more than three months after the earliest startup day of any REMIC which includes
the Senior Note (or any portion thereof). The Noteholders agree that the provisions of this Section 5(e) shall be effected
by compliance by the Senior Noteholder or its assignees with this Agreement or the Servicing Agreement or any other agreement which
governs the administration of the Mortgage Loan or the Senior Noteholder’s interests therein. All costs and expenses of compliance
with this Section 5(e), to the extent that such costs and expenses relate to administration of a REMIC or to any determination
respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense,
shall be borne solely by the Senior Noteholder.


 


(f)          
If any consent, modification, amendment or waiver under or other action in respect of the Mortgage Loan (whether or not
a Servicing Transfer Event has occurred and is continuing) that would constitute a Major Decision has been requested or proposed,
at least ten (10) Business Days prior to taking action with respect to such Major Decision (or making a determination not to take
action with respect to such Major Decision), the Servicer must receive the written consent of the Controlling Noteholder (or its
Controlling Noteholder Representative) before implementing a decision with respect to such Major Decision.


 


If the Servicer has not
received a response from the Controlling Noteholder (or its Controlling Noteholder Representative) with respect to such Major Decision
within five (5) Business Days after delivery of the notice of a Major Decision, the Servicer shall deliver an additional copy of
the notice of a Major Decision in all caps bold 14-point font: “This is a Second Notice. Failure to respond within five (5)
Business Days of this Second Notice will result in a loss of your right to consent with respect to this decision.” and if
the Controlling Noteholder (or its Controlling Noteholder Representative) fails to respond to the Servicer with respect to any
such proposed action within five (5) Business Days after receipt of such second notice, the Controlling Noteholder (or its Controlling
Noteholder Representative), as applicable, shall have no further consent rights with respect to such action.


 


Notwithstanding the foregoing,
if the Special Servicer, in accordance with the Servicing Standard, determines that immediate action is necessary to protect the
Mortgaged Property or the interests of the Noteholders (as a collective whole) with respect to any Major Decision, the Special
Servicer may take such action notwithstanding the time periods set forth above and without obtaining the consent of the Controlling
Noteholder (or its Controlling Noteholder Representative), if the Servicer has first made a reasonable effort to contact the Controlling
Noteholder (or its Controlling Noteholder Representative).


 


Notwithstanding the foregoing,
the Servicer shall not follow any advice or consultation provided by the Controlling Noteholder (or its Controlling Noteholder
Representative) that would require or cause the Servicer to violate any applicable law, including the REMIC Provisions, be inconsistent
with the Servicing Standard, require or cause the Servicer to violate provisions of this Agreement or the Servicing Agreement,
require or cause the Servicer to violate the terms of the Mortgage Loan, or materially expand the scope of any Servicer’s
responsibilities under this Agreement.


 



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(g) 
During the continuation of a Control Appraisal Period, the Senior Noteholder (or its Controlling Class Representative) shall
have, with respect to the Mortgage Loan, all of the same rights and powers of the Controlling Class Representative under the Servicing
Agreement with respect to the other mortgage loans included in the Securitization, including without limitation, the right to consent
and/or consult regarding Major Decisions and other servicing matters, the right to advise (1) the Special Servicer with respect
to all Specially Serviced Loans and (2) the Special Servicer with respect to non-Specially Serviced Loans as to all matters for
which the Master Servicer must obtain the consent or deemed consent of the Special Servicer, and the right to direct the Special
Servicer to take, or to refrain from taking, such other actions with respect to the Mortgage Loan as the Controlling Class Representative
may deem advisable or as to which provision is otherwise made therein, in each case subject to the terms and conditions of the
Servicing Agreement.


 


(h) 
The Controlling Noteholder shall be entitled to avoid a Control Appraisal Period caused by application of an Appraisal Reduction
Amount upon satisfaction of the following (which must be completed within thirty (30) days of the receipt of a third party Appraisal
that indicates such Control Appraisal Period has occurred): (i) such Controlling Noteholder shall have delivered as a supplement
to the appraised value of the Mortgaged Property, in the amount specified in clause (ii) below, to the Servicer, together with
documentation acceptable to the Servicer in accordance with the Servicing Standard to create and perfect a first priority security
interest in favor of the Senior Noteholder in such collateral (a) cash collateral for the benefit of, and acceptable to, the Servicer
or (b) an unconditional and irrevocable standby letter of credit with the Senior Noteholder as the beneficiary, issued by a bank
or other financial institution the long term unsecured debt obligations of which are at all times rated at least “AA”
(or the equivalent) by each Rating Agency that rates such institution or the short term obligations of which are rated at least
“A-1+” (or the equivalent) by each Rating Agency that rates such institution (either (a) or (b), the “Threshold
Event Collateral”), and (ii) the Threshold Event Collateral shall be in an amount which, when added to the appraised
value of the Mortgaged Property as determined pursuant to the Servicing Agreement, would cause the applicable Control Appraisal
Period not to occur. If the requirements of this paragraph are satisfied by the Controlling Noteholder (a “Threshold Event
Cure”), no Control Appraisal Period caused by application of an Appraisal Reduction Amount shall be deemed to have occurred.
If a letter of credit is furnished as Threshold Event Collateral, the applicable Controlling Noteholder shall be required to renew
such letter of credit not later than thirty (30) days prior to expiration thereof or to replace such letter of credit with a substitute
letter of credit or other Threshold Event Collateral with an expiration date that is greater than forty-five (45) days from the
date of substitution; provided, however, that, if a letter of credit is not renewed prior to thirty (30) days prior
to the expiration date of such letter of credit, the letter of credit shall provide that the Servicer may (and at the direction
of the applicable Controlling Noteholder, shall) draw upon such letter of credit and hold the proceeds thereof as Threshold Event
Collateral. If a letter of credit is furnished as Threshold Event Collateral, the applicable Controlling Noteholder shall be required
to replace such letter of credit with other Threshold Event Collateral within 30 days if the credit ratings of the issuing entity
are downgraded below the required ratings; provided, however, that, if such Threshold Collateral is not so replaced,
the Servicer shall draw upon such letter of credit and hold the proceeds thereof as Threshold Event Collateral. The Threshold Event
Cure shall continue until (i) the appraised value of the Mortgaged Property plus the value of the Threshold Event Collateral would
not be sufficient to prevent a Control Appraisal Period


 



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from occurring; or (ii) the occurrence of a Final Recovery Determination.
If the appraised value of the Mortgaged Property, upon any redetermination thereof, is sufficient to avoid the occurrence of a
Control Appraisal Period without taking into consideration any, or some portion of, Threshold Event Collateral previously delivered
by the Controlling Noteholder, any or such portion of Threshold Event Collateral held by the Servicer shall promptly be returned
to such Controlling Noteholder (at its sole expense). Upon a Final Recovery Determination with respect to the Mortgage Loan, such
Threshold Event Collateral shall be available to reimburse each Noteholder for any realized loss pursuant to Section 3 or
Section 4, as applicable, with respect to the Mortgage Loan after application of the net proceeds of liquidation, not in
excess of the Senior Note Principal Balance and the Junior Note Principal Balance, as the case may be, plus accrued and unpaid
interest thereon at the applicable interest rate and all other Additional Servicing Expenses reimbursable under this Agreement
and under the Servicing Agreement. Any Threshold Event Collateral shall be treated as an “outside reserve fund” for
purposes of the REMIC Provisions and such property (and the right to reimbursement of any amounts with respect thereto from a REMIC)
shall be beneficially owned by the posting Noteholder who shall be taxed on all income with respect thereto. The entire amount
of Threshold Event Collateral, without a haircut or other reduction, shall be considered in determining the sufficiency of such
Threshold Event Collateral to avoid a Control Appraisal Period.


 


(i)           
The Master Servicer or Special Servicer shall obtain appraisals that meet the requirements of, and at the times required
pursuant to, the terms of the Servicing Agreement.


 


(j)           
Intentionally omitted


 


(k)          
Notwithstanding anything to the contrary contained herein or in the Servicing Agreement, if at any time the Mortgage Loan
Borrower or its Affiliate is the Senior Noteholder (a “Borrower Party Noteholder”), then (i) such Borrower Party
Noteholder shall not have any rights as a Controlling Noteholder or a Directing Certificateholder, (ii) such Borrower Party Noteholder
shall have no right to appoint or terminate the Master Servicer or Special Servicer, (iii) such Borrower Party Noteholder shall
have no right to consult with or advise the Master Servicer or Special Servicer, and shall have no right to review and approve
or comment on any Asset Status Report and (iv) in each and every instance where, pursuant to this Agreement or the Servicing Agreement,
the Master Servicer or Special Servicer must take into account the interests of each Noteholder (or words of similar import), such
consideration shall be given to the Borrower Party Noteholder only in its capacity as a holder of a Junior Note, and the Master
Servicer or Special Servicer (as the case may be) shall disregard the fact that the Borrower Party Noteholder is either the Borrower
or an Affiliate of the Borrower and as such, may have conflicting interests from a Noteholder (in its capacity as a Noteholder).


 


Section 6.      Appointment of Controlling Noteholder Representative.


 


(a)  
The Controlling Noteholder shall have the right at any time to appoint a representative in connection with the exercise
of its rights and obligations with respect to the Mortgage Loan (the “Controlling Noteholder Representative”).
The Controlling Noteholder shall have the right in its sole discretion at any time and from time to time to remove and replace
the Controlling Noteholder Representative. When exercising its various rights under Section 5 and elsewhere in this Agreement,
the Controlling Noteholder may, at its option, in each case, act


 



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through the Controlling Noteholder Representative. The Controlling
Noteholder Representative may be any Person (other than the Mortgage Loan Borrower or any Borrower Party Noteholder), including,
without limitation, the Controlling Noteholder, any officer or employee of the Controlling Noteholder, any Affiliate of the Controlling
Noteholder or any other unrelated third party. No such Controlling Noteholder Representative shall owe any fiduciary duty or other
duty to any other Person (other than the Controlling Noteholder). All actions that are permitted to be taken by the Controlling
Noteholder under this Agreement may be taken by the Controlling Noteholder Representative acting on behalf of the Controlling Noteholder.
No Servicer, Operating Advisor, Asset Representations Reviewer, Trustee or Certificate Administrator acting on behalf of the Senior
Noteholder (or any Servicer on its behalf) shall be required to recognize any Person as an Controlling Noteholder Representative
until the Controlling Noteholder has notified each Servicer, Operating Advisor, Asset Representations Reviewer, Trustee and Certificate
Administrator of such appointment and, if the Controlling Noteholder Representative is not the same Person as the Controlling Noteholder,
the Controlling Noteholder Representative provides each Servicer, Operating Advisor, Asset Representations Reviewer, Trustee and
Certificate Administrator with written confirmation of its acceptance of such appointment, an address and facsimile number for
the delivery of notices and other correspondence and a list of officers or employees of such person with whom the parties to this
Agreement may deal (including their names, titles, work addresses and facsimile numbers). The Controlling Noteholder shall promptly
deliver such information to each Servicer, Operating Advisor, Asset Representations Reviewer, Trustee and Certificate Administrator.
If the Senior Noteholder is the Controlling Noteholder, no Controlling Noteholder Representative shall be appointed and the right
of the Senior Noteholder exercisable by the Controlling Class Representative shall be as set forth in the Servicing Agreement.


 


(b) 
Neither the Controlling Noteholder Representative nor the Controlling Noteholder shall have any liability to the other Noteholders
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 or any breach of this Agreement. The Noteholders
agree that the Controlling Noteholder Representative and the Controlling Noteholder (whether acting in place of the Controlling
Noteholder Representative when no Controlling Noteholder Representative shall have been appointed hereunder or otherwise exercising
any right, power or privilege granted to the Controlling Noteholder hereunder) may take or refrain from taking actions, or give
or refrain from giving consents, that favor the interests of one Noteholder over the other Noteholder, and that the Controlling
Noteholder Representative may have special relationships and interests that conflict with the interests of a Noteholder and, absent
willful misfeasance, bad faith or gross negligence on the part of the Controlling Noteholder Representative or the Controlling
Noteholder, as the case may be, agree to take no action against the Controlling Noteholder Representative, the Controlling Noteholder
or any of their respective officers, directors, employees, principals or agents as a result of such special relationships or interests,
and that neither the Controlling Noteholder Representative nor the Controlling Noteholder will 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 Noteholder.


 



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(c)          
If the Senior Noteholder is the Controlling Noteholder, the Junior Noteholder acknowledges and agrees (i) all of the aforementioned
rights and obligations of the Controlling Noteholder and the Controlling Noteholder Representative set forth in Section 5(f)
and 5(g) and this Section 6 shall be exercisable by the Senior Noteholder (or the applicable Person specified
in the Servicing Agreement) to the extent set forth in the Servicing Agreement and (ii) the Controlling Class Representative may
exercise all rights with respect to the Mortgage Loan and any decisions or consents or other powers with respect thereto as are
set forth in the Servicing Agreement.


 


(d)          
Intentionally omitted.


 


Section 7.      Special Servicer. The Controlling Noteholder (or its Controlling Noteholder Representative), at its expense (including,
without limitation, the reasonable costs and expenses of counsel to any third parties and costs and expenses of the terminated
Special Servicer), shall have the right to appoint the Special Servicer with respect to the Mortgage Loan. The Controlling Noteholder
(or its Controlling Noteholder Representative) shall be entitled to terminate the rights and obligations of the Special Servicer
under the Servicing Agreement solely with respect to the Mortgage Loan, with or without cause, upon at least five (5) Business
Days’ prior notice to the Special Servicer (provided, however, that the Controlling Noteholder, Controlling
Noteholder Representative and/or Junior Noteholder shall not be liable for any termination or similar fee in connection with the
removal of the Special Servicer in accordance with this Section 7) and satisfaction of the other conditions to such replacement
as set forth in the Servicing Agreement .


 


Section 8.      Payment Procedure.


 


(a)          
The Senior Noteholder (or the Servicer on its behalf), in accordance with the priorities set forth in Section 3 or
Section 4, as applicable, and subject to the terms of the Servicing Agreement, shall deposit or cause to be deposited all
payments allocable to the Notes to the Collection Account or Companion Distribution Account for the Notes established pursuant
to the Servicing Agreement. The Senior Noteholder (or the Servicer acting on its behalf) shall deposit such amounts to the applicable
account on the Business Day next following the date such payment was identified and received by the Senior Noteholder (or the Servicer
acting on its behalf) from or on behalf of the Mortgage Loan Borrower; provided, however, to the extent such funds
are received after 3:00 p.m. eastern time on any given Business Day, the Senior Noteholder (or the Servicer acting on its behalf)
shall use commercially reasonable efforts to remit such amounts within any such Business Day, but, in any event, shall deposit
such amounts within two (2) Business Days.


 


(b)          
If the Senior Noteholder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any
time that any amount received or collected in respect of the Senior Note or Junior Note must, pursuant to any insolvency bankruptcy,
fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to the Senior Noteholder, the
Junior Noteholder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the
Senior Noteholder (or the Servicer on its behalf) shall not be required to distribute any portion thereof to such Junior Noteholder
or the Senior Noteholder, as applicable, and the Junior Noteholder will promptly on


 



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demand by the Senior Noteholder (or the Servicer
on its behalf) repay to the Senior Noteholder (or the Servicer on its behalf) any portion thereof that the Senior Noteholder (or
the Servicer on its behalf) shall have theretofore distributed to the Junior Noteholder together with interest thereon at such
rate, if any, as the Senior Noteholder (or the Servicer on its behalf) shall have been required to pay to any Mortgage Loan Borrower,
the Senior Noteholder, Master Servicer, Special Servicer or such other Person with respect thereto.


 


(c)          
If, for any reason, the Senior Noteholder (or the Servicer on its behalf) makes any payment to the Junior Noteholder before
the Senior Noteholder (or the Servicer on its behalf) has received the corresponding payment (it being understood that the Senior
Noteholder (or the Servicer on its behalf) is under no obligation to do so), and the Senior Noteholder (or the Servicer on its
behalf) does not receive the corresponding payment within three (3) Business Days of its payment to the Junior Noteholder, the
Junior Noteholder, shall, at the Senior Noteholder’s (or the Servicer’s on its behalf) request, promptly return that
payment to the Senior Noteholder (or the Servicer on its behalf).


 


(d)         
The Junior Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account of
the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Senior Noteholder (or
the Servicer on its behalf) subject to this Agreement and the Servicing Agreement. The Senior Noteholder (or the Servicer on its
behalf) shall have the right to offset any amounts due hereunder from the Junior Noteholder with respect to the Mortgage Loan against
any future payments due to the Junior Noteholder under the Mortgage Loan. The Junior Noteholder’s obligations under this
Section 8 constitute absolute, unconditional and continuing obligations.


 


Section 9.     Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf)
shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful
misconduct or breach of this Agreement on the part of such Noteholder.


 


The Junior Noteholder
acknowledges that, subject to the terms and conditions hereof and the obligation of the Senior Noteholder (including any Servicer)
to comply with, and except as otherwise required by, the Servicing Standard, the Senior Noteholder (including any Servicer) may
exercise, or omit to exercise, any rights that the Senior Noteholder may have under this Agreement and the Servicing Agreement
in a manner that may be adverse to the interests of the Junior Noteholder and that the Senior Noteholder (including any Servicer)
shall have no liability whatsoever to the Junior Noteholder in connection with the Senior Noteholder’s exercise of rights
or any omission by the Senior Noteholder to exercise such rights other than as described above; provided, however,
that the Servicer must act in accordance with the Servicing Standard.


 


The Senior Noteholder
acknowledges that, subject to the terms and conditions hereof, the Junior Noteholder may exercise, or omit to exercise, any rights
that the Junior Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests
of the Senior Noteholder and that the Junior Noteholder shall have no liability whatsoever to the Senior Noteholder in connection
with the Junior Noteholder’s exercise of rights or any omission by the Junior Noteholder to exercise such rights other than
as described


 



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above; provided, however, that the Junior Noteholder must act in accordance with the Servicing Standard.


 


Section 10.    Bankruptcy. Subject to the provisions of Section 5(f) hereof, the Junior Noteholder hereby covenants and agrees
that only the Senior Noteholder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition
under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person
to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part
of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Subject to the
provisions of Section 5(f) hereof, the Junior Noteholder further agrees that only the Senior Noteholder, as a creditor,
can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take
any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding.
The Junior Noteholder hereby appoints the Senior Noteholder as its agent, and grants to the Senior Noteholder an irrevocable power
of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions
available to the Junior Noteholder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code
or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept
or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file
a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Junior Noteholder in its capacity
as such, hereby agrees that, upon the request of the Senior Noteholder, such Junior Noteholder shall execute, acknowledge and deliver
to the Senior Noteholder all and every such further deeds, conveyances and instruments as the Senior Noteholder may reasonably
request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection
with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.


 


Section 11.    Cure Rights of the Controlling Noteholder.


 


(a)          
Subject to Section 11(b) below, in the event that the Mortgage Loan Borrower fails to make any payment of principal
or interest on the Mortgage Loan by the end of any applicable grace period for such payment permitted under the applicable Mortgage
Loan Documents (a “Monetary Default”), the Senior Noteholder shall provide notice to the Junior Noteholder and
the Controlling Noteholder Representative (in each case, unless a Control Appraisal Period has occurred and is continuing) of such
default (the “Monetary Default Notice”). If the Junior Noteholder or the Controlling Noteholder Representative
(in each case, unless a Control Appraisal Period has occurred and is continuing) has not cured such Monetary Default within five
(5) Business Days after receiving the Monetary Default Notice, the Senior Noteholder shall deliver an additional copy of the Monetary
Default Notice that contains a statement in boldface font that this is a second notice and that the Junior Noteholder’s or
the Controlling Noteholder Representative’s failure to cure such Monetary Default within five (5) Business Days after receiving
such second notice will result in the termination of the right to cure such Monetary Default. Junior Noteholder (unless a Control
Appraisal Period has occurred and is continuing) shall have the right, but not the obligation, to cure such Monetary Default


 



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after
receiving the first Monetary Default Notice and until the period ending five (5) Business Days after receiving the second Monetary
Default Notice (the “Cure Period”) and at no other times. At the time a payment is made to cure a Monetary Default,
the Junior Noteholder (unless a Control Appraisal Period has occurred and is continuing) shall pay or reimburse the Senior Noteholder
for all unreimbursed Advances, Advance Interest Amounts, any unpaid fees to any Servicer specifically provided for in the Servicing
Agreement and any Additional Servicing Expenses. The Junior Noteholder shall not be required, in order to effect a cure hereunder,
to pay any default interest or late charges under the Loan Documents (except circumstances where an interest in the Junior Note
is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party). So long as a Monetary Default exists for which
a cure payment permitted hereunder is made, such Monetary Default shall not be treated as an Event of Default by the Senior Noteholder
(including for purposes of (i) the definition of “Sequential Pay Event,” (ii) accelerating the Mortgage Loan,
modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking
of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property; or (iii) treating
the Mortgage Loan as a Specially Serviced Mortgage Loan); provided that such limitation shall not prevent the Senior Noteholder
from collecting Default Interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by a Noteholder on behalf
of the Mortgage Loan Borrower to effect any cure shall be reimbursable to such Noteholder under Section 3 or Section 4,
as applicable.


 


(b)          
Notwithstanding anything to the contrary contained in Section 11(a), the Junior Noteholder shall be limited to a
combined total of six (6) cures of Monetary Defaults, no more than three (3) of which may be consecutive, or Non-Monetary Defaults
over the term of the Mortgage Loan. Additional Cure Periods shall only be permitted with the consent of the Senior Noteholder.


 


(c)          
No action taken by the Junior Noteholder in accordance with this Agreement shall excuse performance by the Mortgage Loan
Borrower of its obligations under the Mortgage Loan Documents and the Senior Noteholder’s rights under the Mortgage Loan
Documents shall not be waived or prejudiced by virtue of the Junior Noteholder’s actions under this Agreement. Subject to
the terms of this Agreement, the Junior Noteholder shall be subrogated to the Senior Noteholder’s rights to any payment owing
to the Senior Noteholder for which the Junior Noteholder makes a cure payment as permitted under this Section 11 but such
subrogation rights may not be exercised against the Mortgage Loan Borrower until 91 days after the Senior Note is paid in full.


 


(d)          
If an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary
Default”), the Senior Noteholder shall promptly provide notice to the Junior Noteholder and the Controlling Noteholder
Representative (in each case, unless a Control Appraisal Period has occurred and is continuing) of such failure (the “Non-Monetary
Default Notice”) and the Junior Noteholder (unless a Control Appraisal Period has occurred and is continuing) shall have
the right, but not the obligation, to cure such Non-Monetary Default within the same period of time as the Mortgage Loan Borrower
under the Mortgage Loan Documents, without regard for the date of receipt by the Junior Noteholder and the Controlling Noteholder
Representative of the Non-Monetary Default Notice, or in any event, up to forty (40) days, to cure such Non-Monetary


 



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Default; provided,
however, if such Non-Monetary Default is susceptible of cure but cannot reasonably be cured within such period and if curative
action was promptly commenced and is being diligently pursued by the Junior Noteholder, the Junior Noteholder (unless a Control
Appraisal Period has occurred and is continuing) shall be given an additional period of time as is reasonably necessary to enable
the Junior Noteholder in the exercise of due diligence to cure such Non-Monetary Default for so long as (i) the Junior Noteholder
diligently and expeditiously proceeds to cure such Non-Monetary Default, (ii) the Junior Noteholder makes all cure payments that
it is permitted to make in accordance with the terms and provisions of Section 11(a) hereof, (iii) such additional period
of time does not exceed sixty (60) days, (iv) such Non-Monetary Default is not caused by an Insolvency Proceeding or during such
period of time that the Junior Noteholder has to cure a Non-Monetary Default in accordance with this Section 11(d) (the
“Non-Monetary Default Cure Period”), an Insolvency Proceeding does not occur and (v) during such Non-Monetary
Default Cure Period, there is no material adverse effect on the Mortgage Loan Borrower or the Mortgaged Property or the value of
the Mortgage Loan as a result of such Non-Monetary Default or the attempted cure. The Non-Monetary Default Notice shall contain
a statement in boldface font that the Junior Noteholder’s or the Controlling Noteholder Representative’s failure to
cure such Non-Monetary Default within the applicable Non-Monetary Default Cure Period after receiving such notice will result in
the termination of the right to cure such Non-Monetary Default. The Junior Noteholder and the Controlling Noteholder Representative
shall not contact the Mortgage Loan Borrower in order to effect any cures under Sections 11(a) or this 11(d) unless
it is in conjunction with the Special Servicer or the Junior Noteholder has obtained the prior written consent of the Senior Noteholder.


 


(e)  
So long as a Non-Monetary Default exists for which the Non-Monetary Default Cure Period has not expired, no Control Appraisal
Period has occurred and is continuing and the Junior Noteholder is diligently prosecuting the cure of the same, such Non-Monetary
Default shall not be treated as an Event of Default by the Senior Noteholder (including, without limitation, for purposes of (i)
the definition of “Sequential Pay Event”; (ii) accelerating the Mortgage Loan, modifying, amending or waiving any provisions
of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure
or other similar legal proceedings with respect to the Mortgaged Property; or (iii) treating the Mortgage Loan as a Specially Serviced
Mortgage Loan); provided, that such limitation shall not prevent the Senior Noteholder from collecting Default Interest or late
charges from the Mortgage Loan Borrower.


 


Section 12.    Purchase of the Senior Note by the Junior Noteholder. Noteholder shall have the right, by written notice to the Senior
Noteholder (a “Noteholder Purchase Notice”), delivered at any time an Event of Default under the Mortgage Loan
has occurred and is continuing, to purchase, in immediately available funds, the Senior Note in whole but not in part at the applicable
Defaulted Mortgage Loan Purchase Price. Upon the delivery of the Noteholder Purchase Notice to the Senior Noteholder, the Senior
Noteholder shall sell (and the Junior Noteholder shall purchase) the Senior Note at the applicable Defaulted Mortgage Loan Purchase
Price, on a date (the “Defaulted Note Purchase Date”) not less than ten (10) and not more than thirty (30) days
after the date of the Noteholder Purchase Notice, as shall be established by the Senior Noteholder. The Noteholder Purchase Notice
shall contain a statement in boldface font that the Junior Noteholder’s failure to purchase the Senior Notes on a Defaulted Note
Purchase Date will result in the termination of such right. The Junior Noteholder agrees that the sale of the


 



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Senior Note shall
comply with all requirements of the Servicing Agreement and that all costs and expenses related thereto shall be paid by the Junior
Noteholder. The Defaulted Mortgage Loan Purchase Price shall be calculated by the Senior Noteholder (or the Servicer on its behalf)
at least three (3) Business Days prior to the Defaulted Note Purchase Date (and such calculation shall be accompanied by a listing
of all amounts included in the Defaulted Mortgage Loan Purchase Price), and shall, absent manifest error, be binding upon the Junior
Noteholder. Concurrently with the payment to the Senior Noteholder in immediately available funds of its respective portion of
the applicable Defaulted Mortgage Loan Purchase Price, the Senior Noteholder will execute at the sole cost and expense of the Junior
Noteholder in favor of the Junior Noteholder assignment documentation which will assign the Senior Note and the other Mortgage
Loan Documents without recourse, representations or warranties (except the Senior Noteholder will represent and warrant that it
had good and marketable title to, was the sole owner and holder of, and had power and authority to deliver the Mortgage Loan or
Senior Note, as applicable, free and clear of all liens and encumbrances (other than the interest created by the Junior Note)).
The right of the Junior Noteholder to purchase the Senior Note shall automatically terminate upon a foreclosure sale, sale by power
of sale or delivery of a deed in lieu of foreclosure with respect to the Mortgaged Property (and the Senior Noteholder shall give
the Junior Noteholder ten (10) days’ notice of its intent with respect to such action). Notwithstanding the foregoing sentence,
if title to the Mortgaged Property is transferred to the Servicer (or other nominee on behalf of the Noteholders) less than ten
(10) days after the acceleration of the Mortgage Loan, the Servicer or Senior Noteholder shall notify the Junior Noteholder of
such transfer and the Junior Noteholder shall have a (30) day period from the date of such notice from the Senior Noteholder to
deliver the Noteholder Purchase Notice to the Senior Noteholder, in which case the Junior Noteholder will be obligated to purchase
the Mortgaged Property or the Senior Note, as applicable, in immediately available funds, within such thirty (30) day period at
the applicable Defaulted Mortgage Loan Purchase Price. Any such purchase of the Senior Note shall be free and clear of any liens.


 


Section 13.    Representations of Junior Noteholder. The Junior Noteholder represents, and it is specifically understood and agreed,
that it is acquiring its Junior Note for its own account in the ordinary course of its business and the Senior Noteholder shall
otherwise have no liability or responsibility to the Junior Noteholder except as expressly provided herein for actions that are
taken or omitted to be taken by the Senior Noteholder that constitute gross negligence or willful misconduct or that constitute
a breach of this Agreement. The Junior Noteholder represents and warrants that the execution, delivery and performance of this
Agreement is within its corporate powers, has been duly authorized by all necessary corporate action, and does not contravene its
charter or any law or contractual restriction binding upon the Junior Noteholder, and that this Agreement is the legal, valid and
binding obligation of the Junior Noteholder enforceable against the Junior Noteholder 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. The Junior Noteholder represents and warrants that it is duly organized, validly existing, in
good standing and possesses all licenses and authorizations necessary to carry on its business. The Junior Noteholder represents
and warrants that (a) this Agreement has been duly executed and delivered by the Junior


 



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Noteholder, (b) to the Junior Noteholder’s
actual knowledge, all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body,
if any, required for the execution, delivery and performance of this Agreement by the Junior Noteholder have been obtained or made
and (c) to the Junior Noteholder’s actual knowledge, there is no pending action, suit or proceeding, arbitration or governmental
investigation against the Junior Noteholder, an adverse outcome of which would materially and adversely affect its performance
under this Agreement.


 


The Junior Noteholder
acknowledges that the Senior Noteholder does not owe the Junior Noteholder any fiduciary duty with respect to any action taken
under the Mortgage Loan Documents and, except as provided herein, need not consult with the Junior Noteholder with respect to any
action taken by the Senior Noteholder in connection with the Mortgage Loan.


 


The Junior Noteholder
expressly and irrevocably waives for itself and any Person claiming through or under the Junior Noteholder any and all rights that
it may have under Section 1315 of the New York Real Property Actions and Proceedings Law or the provisions of any similar law which
purports to give a junior loan noteholder the right to initiate any loan enforcement or foreclosure proceedings.


 


Section 14.    Representations of the Initial Senior Noteholder. The Initial Senior Noteholder represents and warrants that the
execution, delivery and performance of this Agreement is within its corporate powers, has been duly authorized by all necessary
corporate action, and does not contravene the Initial Senior Noteholder’s charter or any law or contractual restriction binding
upon the Initial Senior Noteholder, and that this Agreement is the legal, valid and binding obligation of the Initial Senior Noteholder
enforceable against the Initial Senior Noteholder in accordance with its terms. The Initial Senior Noteholder represents and warrants
that it is duly organized, validly existing, in good standing and possession of all licenses and authorizations necessary to carry
on its business. The Initial Senior Noteholder represents and warrants that (a) this Agreement has been duly executed and delivered
by the Initial Senior Noteholder, (b) to the Initial Senior Noteholder’s actual knowledge, all consents, approvals, authorizations,
orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance
of this Agreement by the Initial Senior Noteholder has been obtained or made and (c) to the Initial Senior Noteholder’s actual
knowledge, there is no pending action, suit or proceeding, arbitration or governmental investigation against the Initial Senior
Noteholder, an adverse outcome of which would materially and adversely affect its performance under this Agreement.


 


Section 15.   Independent Analysis of the Junior Noteholder. The Junior Noteholder acknowledges that it has, independently and
without reliance upon the Initial Senior Noteholder, except with respect to the representations and warranties provided by the
Initial Senior Noteholder herein, and based on such documents and information as it has deemed appropriate, made its own credit
analysis and decision to purchase the Junior Note and the Junior Noteholder accepts responsibility therefor. The Junior Noteholder
hereby acknowledges that, other than the representations and warranties provided herein, the Senior Noteholder has made no representations
or warranties with respect to the Mortgage Loan, subject to such representations and warranties as provided by the Senior Noteholder
herein, and that the Senior Noteholder shall have no responsibility for (i) the collectibility of the Mortgage Loan, (ii) the


 



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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 to the Senior Noteholder 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 Mortgage
Loan Borrower. The Junior Noteholder assumes all risk of loss in connection with Junior Note except as specifically set forth herein.


 


Section 16.    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 the relationship created hereby among any of the Noteholders as a partnership, association,
joint venture or other entity. The Senior Noteholder shall have no obligation whatsoever to offer to the Junior Noteholder the
opportunity to purchase a note interest in any future loans originated by the Senior Noteholder or its Affiliates and if the Senior
Noteholder chooses to offer to the Junior Noteholder the opportunity to purchase a note interest in any future mortgage loans originated
by the Senior Noteholder or its Affiliates, such offer shall be at such purchase price and interest rate as the Senior Noteholder
chooses, in its sole and absolute discretion. The Junior Noteholder shall not have any obligation whatsoever to purchase from the
Senior Noteholder a note interest in any future loans originated by the Senior Noteholder or its Affiliates.


 


Section 17.    Not a Security. The Junior Note shall not be deemed to be a security within the meaning of the Securities Act of
1933, as amended or the Securities Exchange Act of 1934, as amended.


 


Section 18.   Other Business Activities of the Noteholders. Each Noteholder acknowledges that the Senior Noteholder or its Affiliates
may make loans or otherwise extend credit to, and generally engage in any kind of business with, the Mortgage Loan Borrower or
any direct or indirect parent or Affiliate thereof, any entity that is a holder of debt secured by direct or indirect ownership
interests in the Mortgage Loan Borrower or any Affiliate thereof or any entity that is a holder of a preferred equity interest
in the Mortgage Loan Borrower, any principal thereof or any Affiliate thereof (each, a “Mortgage Loan Borrower
Related Party”), and receive payments on such other loans or extensions of credit to Mortgage Loan Borrower Related Parties
and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement and the transactions
contemplated hereby were not in effect.


 


Section 19.    Sale of the Junior Note and the Senior Note


 


(a)          
The Junior Noteholder agrees that it will not Transfer all or any portion of the Junior Note without the Senior Noteholder’s
prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, provided that (i) the Junior
Noteholder shall have the right to Transfer its respective Note, or any portion thereof, to a Qualified Institutional Lender without
obtaining such prior written consent, provided that promptly after the Transfer, (x) the Senior Noteholder is provided with
(I) a representation from a transferee or the Junior Noteholder certifying that such transferee is a Qualified Institutional Lender
and (II) a copy of the assignment and assumption agreement referred to in Section 20 and (y) such transfer would not cause
the Junior Note to be held by more than five persons nor cause there to be no one Person owning a majority of Junior Note and (ii)
if the Junior Noteholder wishes to Transfer the Junior Note, or any portion thereof, to an entity that is not a Qualified Institutional
Lender after a


 



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Securitization, no consent of the Senior Noteholder shall be required, but the Junior Noteholder shall first obtain
(and deliver to the Senior Noteholder) a Rating Agency Confirmation from each Rating Agency. If the Junior Note is held by more
than one Junior Noteholder at any time, the holders of a majority of the Junior Note Principal Balance shall immediately appoint
a representative to exercise all rights of the Junior Note hereunder. Notwithstanding the foregoing, without the prior consent
of the Senior Noteholder, which may be withheld in such Noteholder’s sole discretion, the Junior Noteholder shall not Transfer
all or any portion of Junior Note to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party without obtaining Rating
Agency Confirmation and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.
The Junior Noteholder agrees it will pay the expenses of the Senior Noteholder (including all expenses of the Master Servicer and
the Special Servicer) in connection with any such Transfer. The Agent shall provide two (2) Business Days prior written notice
to each Rating Agency of any Transfer.


 


(b)          
Notwithstanding the foregoing, the Junior Noteholder shall have the right, without the need to obtain the consent of the
Senior Noteholder or any other Person, to Transfer 49% or less (in the aggregate) of its interest in the Junior Note to a Person
that has no direct rights with respect to the Junior Note or to a Qualified Institutional Lender; provided that any such
Transfer shall be made in accordance with the terms of this Section 19. Notwithstanding anything herein to the contrary,
the Junior Noteholder shall not Transfer all or any portion of the Junior Note to the Mortgage Loan Borrower or a Mortgage Loan
Borrower Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.
All Transfers under Section 19(a) and (b) shall be made upon written notice to the Senior Noteholder not later than
the date of such Transfer, and each transferee shall (i) execute an assignment and assumption agreement whereby such transferee
assumes all or a ratable portion, as the case may be, of the obligations of the Junior Noteholder hereunder with respect to the
Junior Note from and after the date of such assignment (or, in the case, of a pledge, collateral assignment or other encumbrance
made in accordance with Section 19(e) by the Junior Noteholder of the Junior Note solely as security for a loan to the Junior
Noteholder made by a third-party lender whereby the Junior Noteholder remains fully liable under this Agreement, on or before the
date on which such lender succeeds to the rights of the Junior Noteholder by foreclosure or otherwise, such third-party lender
executes an agreement that such lender shall be bound by the terms and provisions of this Agreement and the obligations of the
Junior Noteholder hereunder) and (ii) agree in writing to be bound by the Servicing Agreement, unless the Servicing Agreement is
not then in effect with respect to the Mortgage Loan, in which event the parties will enter into or agree to be bound by any replacement
servicing agreement therefor in accordance with the provisions hereof. Upon the consummation of a Transfer of all or any portion
of the Junior Note in accordance with this Agreement, the transferring Person shall be released from all liability arising under
this Agreement with respect to the Junior Note (or the portion thereof that was the subject of such Transfer), for the period after
the effective date of such Transfer (it being understood and agreed that the foregoing release shall not apply in the case of a
sale, assignment, transfer or other disposition of a participation interest in the Junior Note as described in clause (c) below).
In connection with any such permitted transfer of a portion of the Junior Note and for all purposes of this Agreement, the Senior
Noteholder need only recognize the majority holder of the Junior Note for purposes of notices, consents and other communications
between the Senior Noteholder and such majority holder of the Junior Note shall be the only Person authorized hereunder to exercise
any rights of the Junior Noteholder


 



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under this Agreement; provided, however, the majority holder of the Junior Note may from time
to time designate any other Person as an additional party entitled to receive notices, consents and other communications and/or
to exercise rights on behalf of the Junior Noteholder hereunder by delivering written notice thereof to the Senior Noteholder,
and, from and after delivery of such notice, such designee shall be so authorized hereunder and shall be the only party entitled
to receive such notices, consents and such other communications and/or to exercise such rights.


 


(c)          
In the case of any sale, assignment, transfer or other disposition of a participation interest in a Note, (i) such Noteholder’s
obligations under this Agreement shall remain unchanged, (ii) such Noteholder shall remain solely responsible for the performance
of such obligations, (iii) the other Noteholder and any Persons acting on its behalf shall continue to deal solely and directly
with such Noteholder in connection with such Noteholder’s rights and obligations under this Agreement and the Servicing Agreement,
and (iv) all amounts payable hereunder shall be determined as if such Noteholder had not sold such participation interest; provided,
however, that if the applicable participant is a Qualified Institutional Lender (and delivers to the other Noteholder a certification
from an authorized officer confirming its status as a Qualified Institutional Lender), such Noteholder, by written notice to the
other Noteholder, may delegate to such participant such Noteholder’s right to exercise the rights of the Controlling Noteholder
hereunder and under the Servicing Agreement; provided, further, however, that upon the occurrence of a Control Appraisal
Period with respect to the Junior Note, the aforesaid delegation of rights shall terminate and be of no further force and effect.


 


(d)          
The Senior Noteholder shall have the right to Transfer all or any portion of its Note without the prior consent of the Junior
Noteholder to (i) the depositor for a Securitization of all or any portion of such Note and the related Securitization Trust, (ii)
prior to the occurrence of a Securitization of all or any portion of such Note, a Qualified Institutional Lender (provided that
any transferee in connection with the Securitization of such Note shall not be required to be a Qualified Institutional Lender)
and (iii) after the occurrence of a Securitization of all or any portion of such Note, to any party in accordance with the applicable
Servicing Agreement, except that such Noteholder shall not Transfer all or any portion of such Note to the Mortgage Loan Borrower
or a Mortgage Loan Borrower Related Party without obtaining Rating Agency Confirmation and any such Transfer to the Mortgage Loan
Borrower or a Mortgage Loan Borrower Related Party shall be absolutely null and void and shall vest no rights in the purported
transferee.


 


(e)          
Notwithstanding any other provision hereof, any Noteholder may pledge (a “Pledge”) its Note to any entity
(other than the Mortgage Loan Borrower or any Affiliate thereof) which has extended a credit or repurchase facility to such Noteholder
and that is either a Qualified Institutional Lender 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”), on terms and conditions
set forth in this Section 19(e), it being further agreed that a financing provided by a Note Pledgee to a Noteholder
or any person which Controls such Noteholder that is secured by such Noteholder’s interest in the applicable Note and is
structured as a repurchase arrangement, shall qualify as a “Pledge” hereunder, provided that a Note Pledgee
which is not a Qualified Institutional Lender may not take title to the pledged Note without (a) prior to a Securitization, the
consent of each other Noteholder and, (b) after a Securitization, Rating Agency Confirmation. Upon written notice by the applicable
Noteholder to the other Noteholders and


 



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any Servicer that a Pledge has been effected (including the name and address of the applicable
Note Pledgee), each of the other Noteholders agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give
the Note Pledgee written notice of any default by the pledging Noteholder in respect of its obligations under this Agreement of
which default such Noteholder has actual knowledge; (ii) to allow such Note Pledgee a period of ten (10) days to cure
a default by the pledging Noteholder in respect of its obligations to the other Noteholder 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
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; (iv) that such other Noteholder shall give to such Note Pledgee copies of any notice of
default under this Agreement simultaneously with the giving of same to the pledging Noteholder and accept any cure thereof by such
Note Pledgee which such pledging Noteholder has the right (but not the obligation) to effect hereunder, as if such cure were made
by such pledging Noteholder; (v) that such other Noteholder 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 such other Noteholder; and (vi) that, upon written notice (a “Redirection Notice”) to the other Noteholders
and any Servicer by such Note Pledgee that the pledging Noteholder is in default, beyond any applicable cure periods, under the
pledging Noteholder’s obligations to such Note Pledgee pursuant to the applicable credit agreement between the pledging Noteholder
and such Note Pledgee (which notice need not be joined in or confirmed by the pledging Noteholder), and until such Redirection
Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee shall be entitled to receive any payments that any Noteholder
or Servicer would otherwise be obligated to pay to the pledging Noteholder from time to time pursuant to this Agreement or any
Servicing Agreement. Any pledging Noteholder hereby unconditionally and absolutely releases the other Noteholders and any Servicer
from any liability to the pledging Noteholder on account of any Noteholder’s or Servicer’s compliance with any Redirection
Notice believed in good faith by any Servicer or any such other Noteholder to have been delivered by a Note Pledgee. Note Pledgee
shall be permitted to exercise fully its rights and remedies against the pledging Noteholder to such Note Pledgee (and accept an
assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event,
the Noteholders and any Servicer shall recognize such Note Pledgee (and any transferee other than the Mortgage Loan Borrower or
any Affiliate thereof which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Note Pledgee
or any transfer in lieu of foreclosure), and its successor and assigns, as the successor to the pledging Noteholder’s rights,
remedies and obligations under this Agreement, and any such Note Pledgee or Qualified Institutional Lender shall assume in writing
the obligations of the pledging Noteholder 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 under
this Section 19(e) shall remain effective as to any Noteholder (and any Servicer) unless and until such Note Pledgee
shall have notified any such Noteholder (and any Servicer, as applicable) in writing that its interest in the pledged Note has
terminated.


 


(f)          
Notwithstanding any provisions herein to the contrary, if a conduit (“Conduit”) which is not a Qualified
Institutional Lender provides financing to a Noteholder then such Noteholder shall have the right to grant a security interest
in its Note to such Conduit


 



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notwithstanding that such Conduit is not a Qualified Institutional Lender, if the following conditions
are satisfied:


 


(i)           
The loan (the “Conduit Inventory Loan”) made by the Conduit to such Noteholder to finance the acquisition
and holding of its Note will require a third party (the “Conduit Credit Enhancer”) to provide credit enhancement;


 


(ii)          
The Conduit Credit Enhancer and conduit manager (if Moody’s rates the Securitization) will be a Qualified Institutional
Lender;


 


(iii)         
Such Noteholder will pledge (or sell, transfer or assign as part of a repurchase facility) its interest in the applicable
Note to the Conduit as collateral for the Conduit Inventory Loan;


 


(iv)        
The Conduit Credit Enhancer and the Conduit will agree that, if such Noteholder defaults under the Conduit Inventory Loan,
or if the Conduit is unable to refinance its outstanding commercial paper even if there is no default by such Noteholder, the Conduit
Credit Enhancer will purchase the Conduit Inventory Loan from the Conduit, and the Conduit will assign the pledge of such Noteholder’s
Note to the Conduit Credit Enhancer; and


 


(v)         
Unless the Conduit is in fact then a Qualified Institutional Lender, the Conduit will not, without obtaining the consent
of each other Noteholder, have any greater right to acquire the interests in the Note pledged by such Noteholder, by foreclosure
or otherwise, than would any other purchaser that is not a Qualified Institutional Lender at a foreclosure sale conducted by a
Note Pledgee.


 


Section 20.    Registration of Transfer. In connection with any Transfer of a Note (but excluding any Note Pledgee unless and until
it realizes on its Pledge), a transferee shall execute an assignment and assumption agreement whereby such transferee assumes all
of the obligations of the applicable Noteholder hereunder with respect to such Note thereafter accruing and agrees to be bound
by the terms of this Agreement, including the restriction on Transfers set forth in Section 19, from and after the date
of such assignment. Notwithstanding the preceding sentence, a Trustee shall not be required to execute an assignment and assumption
agreement in connection with any Transfer of a Note if the obligations are assumed pursuant to the Servicing Agreement. No transfer
of a Note may be made unless it is registered on the Note Register, and the Agent shall not recognize any attempted or purported
Transfer of any Note in violation of the provisions of Section 19 and this Section 20. Any such purported Transfer
shall be absolutely null and void and shall vest no rights in the purported transferee. Each Noteholder desiring to effect such
Transfer shall, and does hereby agree to, indemnify the Agent and any other Noteholder against any liability that may result if
the Transfer is not made in accordance with the provisions of this Agreement. Upon a Securitization of the Senior Note, the Master
Servicer shall automatically become and be the Agent.


 


Section 21.   Registration of Notes. The Agent shall keep or cause to be kept at the Agent Office books (the “Note Register”)
for the registration and transfer of the Notes. The Agent shall serve as the initial Note registrar and the Agent hereby accepts
such appointment.


 



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The names and addresses of the holders of the Notes and the names and addresses of any transferee of any Note
of which the Agent has received notice, in the form of a copy of the assignment and assumption agreement referred to in Section
20, shall be registered in the Note Register. The Person in whose name a Note is so registered shall be deemed and treated
as the sole owner and holder thereof for all purposes of this Agreement, except in the case of the Initial Senior Noteholder and
the Initial Junior Noteholder who may hold their Notes through a nominee. Upon request of a Noteholder, the Agent shall provide
such party with the names and addresses of the Noteholders. To the extent another party is appointed as Agent hereunder, the Senior
Noteholder and the Junior Noteholder hereby designates such person as its agent under this Section 21 solely for purposes
of maintaining the Note Register.


 


Section 22.   Statement of Intent. The Agent and each Noteholder intend that the Notes be classified and maintained as a grantor
trust under subpart E, part I of subchapter J of chapter 1 of the Code that is a fixed investment trust within the meaning of Treasury
Regulation §301.7701-4(c), and the parties will not take any action inconsistent with such classification. It is neither the
purpose nor the intent of this Agreement to create a partnership, joint venture, “taxable mortgage pool” or association
taxable as a corporation among the parties.


 


Section 23.   No Pledge. This Agreement shall not be deemed to represent a pledge of any interest in the Mortgage Loan by the Senior
Noteholder to the Junior Noteholder. Except as otherwise provided in this Agreement and the Servicing Agreement, the Junior Noteholder
shall not have any interest in any property taken as security for the Mortgage Loan, provided, however, that if any such
property or the proceeds of any sale, lease or other disposition thereof shall be received, then the Junior Noteholder shall be
entitled to receive its share of such application in accordance with the terms of this Agreement and/or the Servicing Agreement.


 


Section 24.    Cooperation in Securitization.


 


(a)  
The Junior Noteholder acknowledges that the Senior Noteholder may elect, in its sole discretion, and at its sole cost and
expense, to include its Senior Note in a Securitization. In connection with a Securitization and subject to the terms of the preceding
sentence, (x) at the request of the Senior Noteholder, the Junior Noteholder shall use reasonable efforts, at the Senior Noteholder’s
expense, to satisfy, and to cooperate with the Senior Noteholder in attempting to cause the Mortgage Loan Borrower to satisfy,
the market standards to which the Senior Noteholder customarily adheres or which may be reasonably required in the marketplace
or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any
modifications to this Agreement or the Mortgage Loan Documents and to cooperate with the Senior Noteholder in attempting to cause
the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably
requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with the initial Securitization
or otherwise at any time prior to such initial Securitization the Junior Noteholder shall not be required to modify or amend this
Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification
or amendment would (i) change the interest allocable to, or the amount of any payments due to or priority of such payments, the
Junior Noteholder or (ii) increase the Junior Noteholder’s obligations (other than to an immaterial extent) or decrease the


 



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Junior
Noteholder’s rights, remedies or protections (other than to an immaterial extent). In connection with the Securitization, the Junior
Noteholder shall, at the sole cost and expense of the Senior Noteholder, provide for inclusion in any disclosure document relating
to the related Securitization such information concerning the Junior Noteholder and its ownership of the Junior Notes as the Senior
Noteholder reasonably determines to be necessary or appropriate; and (y) the Junior Noteholder shall cooperate, at the sole cost
and expense of the securitizing Senior Noteholder, with the reasonable requests of each Rating Agency and Senior Noteholder in
connection with the Securitization, as well as in connection with all other matters and the preparation of any offering documents
thereof and to review and respond reasonably promptly with respect to any information relating to it and the other Notes in any
Securitization document. The Junior Noteholder acknowledges that the information provided by it to the Senior Noteholder may be
incorporated into the offering documents for a Securitization. The Senior Noteholder and each Rating Agency shall be entitled to
rely on the information supplied by, or on behalf of, the Junior Noteholder.


 


(b) 
The Senior Noteholder may, at its election, deliver to the Junior Noteholder drafts of the preliminary and final Securitization
offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the Securitization Servicing
Agreement at such time as the Junior Noteholder deems necessary or appropriate. The Junior Noteholder may, at its election, review
and comment thereon insofar as it relates to the Junior Note and/or the Junior Noteholder, and, if the Junior Noteholder elects
to review and comment, the Junior Noteholder shall review and comment thereon as soon as possible but in no event later than two
(2) Business Days of its receipt thereof or (5) five Business Days after receipt, in the case of the first draft thereof delivered
to the Junior Noteholder and if the Junior Noteholder fails to respond within such time, the Junior Noteholder shall be deemed
to have elected to not comment thereon, provided that if Junior Noteholder elects to review and comment, any such review and comments
with respect to the final draft distributed in connection with the preparation of the preliminary and final offering memoranda
for printing shall be made no later than 9:00 am, New York City time, on the Business Day following its receipt thereof and if
the Junior Noteholder fails to respond by such time, the Junior Noteholder shall be deemed to have elected to not comment thereon.
In the event of any disagreement between the Junior Noteholder with respect to the preliminary and final offering memoranda, prospectus
supplement, free writing prospectus or any other disclosure documents the Senior Noteholder’s determination shall control. Junior
Noteholder has no obligation and shall have no liability with respect to any such offering documents other than the accuracy of
any comments it elects to make regarding itself.


 


(c)  
Notwithstanding anything herein to the contrary, the Senior Noteholder acknowledges and agrees that (i) the Junior Noteholder
shall not be required to incur any out-of-pocket expenses in connection with a Securitization of the Senior Note and (ii) the Junior
Noteholder shall not be required to disclose any of the beneficial owners of the managed account on behalf of which it is holding
the Junior Note (except to the extent the beneficial owner is a Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party).


 


Section 25.    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


 



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PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN 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.


 


Section 26.    Submission To Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:


 


(a)          
SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, OR FOR RECOGNITION AND
ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK,
THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;


 


(b)          
CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION
OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;


 


(c)         
AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED
OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTH HEREIN OR AT SUCH OTHER
ADDRESS OF WHICH A PARTY HEREIN SHALL HAVE BEEN NOTIFIED; AND


 


(d)          
AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL
LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION.


 


Section 27.    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, this Agreement may not be modified in any manner that is
materially adverse to the Senior Noteholder unless a Rating Agency Confirmation has been delivered with respect to the Securitization,
except that no Rating Agency Confirmation shall be required in connection with a modification to cure any ambiguity or to correct
or supplement any provision herein that may be defective or inconsistent with any other provisions herein or with the Servicing
Agreement.


 


Section 28.    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. Except as provided herein, none of the provisions of this


 



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Agreement
shall be for the benefit of or enforceable by any Person not a party hereto. Subject to Section 19, each Noteholder may
assign or delegate its rights or obligations under this Agreement. Upon any such assignment, the assignee shall be entitled to
all rights and benefits of the Senior Noteholder or Junior Noteholder as applicable, hereunder, including, without limitation,
the right to make further assignments and grant additional Notes.


 


Section 29.    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 effective as delivery of a manually executed original counterpart of this Agreement.


 


Section 30.    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.


 


Section 31.    Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable laws,
such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.


 


Section 32.    Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject
matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.


 


Section 33.     Withholding Taxes.


 


(a)          
If the Senior Noteholder or the Mortgage Loan Borrower shall be required by law to deduct and withhold Taxes from
interest, fees or other amounts payable to the Junior Noteholder with respect to the Mortgage Loan as a result of the Junior Noteholder
constituting a Non-Exempt Person, the Senior Noteholder, in its capacity as servicer, shall be entitled to do so with respect to
the Junior Noteholder’s interest in such payment (all withheld amounts being deemed paid to the Junior Noteholder), provided
that Senior Noteholder shall furnish such Junior Noteholder with a statement setting forth the amount of Taxes withheld, the applicable
rate and other information which may reasonably be requested for purposes of assisting such Junior Noteholder to seek any allowable
credits or deductions for the Taxes so withheld in each jurisdiction in which the Junior Noteholder is subject to tax.


 


(b)          
The Junior Noteholder shall and hereby agrees to indemnify the Senior Noteholder against and hold the Senior Noteholder
harmless from and against any Taxes, interest, penalties and attorneys’ fees and disbursements arising or resulting from any failure
of the Senior Noteholder (or the Servicer on its behalf) to withhold Taxes from payment made to the Junior Noteholder in reliance
upon any representation, certificate, statement, document or instrument made or provided by the Junior Noteholder to the Senior
Noteholder in


 



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connection with the obligation of the Senior Noteholder to withhold Taxes from payments made to the Junior Noteholder,
it being expressly understood and agreed that (i) the Senior Noteholder shall be absolutely and unconditionally entitled to accept
any such representation, certificate, statement, document or instrument as being true and correct in all respects and to fully
rely thereon without any obligation or responsibility to investigate or to make any inquiries with respect to the accuracy, veracity,
correctness or validity of the same and (ii) the Junior Noteholder shall, upon request of the Senior Noteholder and at its sole
cost and expense, defend any claim or action relating to the foregoing indemnification using counsel selected by the Senior Noteholder.


 


(c)          
The Junior Noteholder represents to the Senior Noteholder (for the benefit of the Mortgage Loan Borrower) that it
is not a Non-Exempt Person and that neither the Senior Noteholder nor the Mortgage Loan Borrower is obligated under applicable
law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise pursuant to this Agreement. Contemporaneously
with the execution of this Agreement and from time to time as necessary during the term of this Agreement, the Junior Noteholder
shall deliver to the Senior Noteholder or Servicer, as applicable, evidence satisfactory to the Senior Noteholder substantiating
that the Junior Noteholder is not a Non-Exempt Person and that the Senior Noteholder is not obligated under applicable law to withhold
Taxes on sums paid to it with respect to the Mortgage Loan or otherwise under this Agreement. Without limiting the effect of the
foregoing, (i) if the Junior Noteholder is created or organized under the laws of the United States, any state thereof or the District
of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the Senior Noteholder an Internal Revenue
Service Form W¬9 and (ii) if the Junior Noteholder is not created or organized under the laws of the United States, any state
thereof or the District of Columbia, and if the payment of interest or other amounts by the Mortgage Loan Borrower is treated for
United States income tax purposes as derived in whole or part from sources within the United States, the Junior Noteholder shall
satisfy the requirements of the preceding sentence by furnishing to the Senior Noteholder Internal Revenue Service Form W-8ECI,
Form W-8IMY (with appropriate attachments) or Form W-8BEN, or successor forms, as may be required from time to time, duly executed
by the Junior Noteholder, as evidence of the Junior Noteholder’s exemption from the withholding of United States tax with respect
thereto. The Senior Noteholder shall not be obligated to make any payment hereunder to the Junior Noteholder in respect of its
Junior Note or otherwise until the Junior Noteholder shall have furnished to the Senior Noteholder the requested forms, certificates,
statements or documents.


 


Section 34.    Custody of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than the Junior Note)
will be held by the Senior Noteholder (or a custodian acting on behalf of the Senior Noteholder) on behalf of the registered holders
of the Notes.


 


Section 35.     Reserved.


 


Section 36.    Notices. All notices required hereunder shall be given by (i) telephone (confirmed promptly in writing) or shall
be in writing and personally delivered, (ii) sent by facsimile transmission (during business hours) if the sender on the same day
sends a confirming copy of such notice by reputable overnight delivery service (charges prepaid), (iii)


 



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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.


 


All notices and reports
(including, without limitation, Asset Status Reports) required to be delivered hereunder by the Senior Noteholder (or the Servicer
on its behalf) to the Controlling Noteholder (or its Controlling Noteholder Representative), or by the Controlling Noteholder (or
its Controlling Noteholder Representative) to the Senior Noteholder (or the Servicer on its behalf), shall also be delivered by
the applicable party to the Junior Noteholder.


 


Section 37.    Broker. The Senior Noteholder and the Junior Noteholder represent to each other Noteholder that no broker was responsible
for bringing about this transaction.


 


Section 38.    Certain Matters Affecting the Agent.


 


(a)          
The Agent may request and/or rely upon and shall be protected in acting or refraining from acting upon any officer’s
certificate or assignment and assumption agreement delivered to the Agent pursuant to Section 20;


 


(b)          
The Agent may consult with counsel and any opinion of counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such opinion of counsel;


 


(c)          
The Agent shall be under no obligation to institute, conduct or defend any litigation hereunder or in relation hereto at
the request, order or direction of any of the Noteholders pursuant to the provisions of this Agreement, unless it has received
indemnity reasonably satisfactory to it;


 


(d)          
The Agent or any of its directors, officers, employees, Affiliates, agents or “control” persons within the meaning
of the Act, shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed
by the Agent to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


(e)          
The Agent shall not be bound to make any investigation into the facts or matters stated in any officer’s certificate
or assignment and assumption agreement delivered to the Agent pursuant to Section 20; and


 


(f)          
The Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents
or attorneys but shall not be relieved of its obligations hereunder.


 


Section 39.    Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Senior
Noteholder. In the event that the Agent is terminated pursuant to this Section 39, all of its rights and obligations under
this Agreement shall


 



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be terminated, other than any rights or obligations that accrued prior to the date of such termination.


 


The Agent may resign
at any time on ten (10) days’ prior notice, so long as a successor Agent, reasonably satisfactory to the Noteholders (it
being agreed that the Servicer, the Trustee or a Certificate Administrator in a Securitization is satisfactory to the Noteholders),
has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. Wells Fargo Bank, National Association,
as Initial Agent, may transfer its rights and obligations to the Servicer, the Trustee or the Certificate Administrator, as successor
Agent, at any time without the consent of any Noteholder. Notwithstanding the foregoing, the Senior Noteholder and the Junior Noteholder
hereby agree that, simultaneously with the closing of the Securitization, the Servicer shall be deemed to have been automatically
appointed as the successor Agent under this Agreement in place of Wells Fargo Bank, National Association without any further notice
or other action. The termination or resignation of such Servicer, as Master Servicer under the Servicing Agreement, shall be deemed
a termination or resignation of such Servicer as Agent under this Agreement, and any successor master servicer shall be deemed
to have been automatically appointed as the successor Agent under this Agreement in place thereof without any further notice or
other action.


 


[SIGNATURE PAGE FOLLOWS]


 




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IN WITNESS WHEREOF,
the Initial Noteholders have caused this Agreement to be duly executed as of the day and year first above written.


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Initial Senior Noteholder and Initial Agent
	 	 
	 	By:	/s/ John Broderick
	 	 	Name: John Broderick

	 	 	Title: Authorized Signatory



 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Initial Junior Noteholder
	 	 
	 	By:	/s/ John Broderick
	 	 	Name: John Broderick

	 	 	Title: Authorized Signatory


 









     


     


    

 


EXHIBIT A



MORTGAGE LOAN SCHEDULE


 


A.       Description of
Mortgage Loan:


 


	Mortgage Loan Agreement:	Loan Agreement, dated as of December 9, 2016 between Wells Fargo Bank, National Association, as Lender and the Mortgage Loan Borrower
	Mortgage Loan Borrower:	Platform Hayden Tract, LLC
	Date of the Mortgage Loan Agreement and the Mortgage: 	December 9, 2016
	Initial Principal Amount of Mortgage Loan:	$47,000,000.00
	Location of Mortgaged Property:	Culver City, California
	Initial Maturity Date:	December 11, 2026


 


B.       Description of
Note Interests:


 


	Initial Senior Note Principal Balance:	$37,000,000.00
	Initial Junior Note Principal Balance:	$10,000,000.00
	Initial Senior Note Percentage Interest: 	78.7234%
	Initial Junior Note Percentage Interest:	21.2766%
	Initial Senior Note Rate:	5.1427027%
	Initial Junior Note Rate:	7.010000%


 


    A-1 


     


    

 


EXHIBIT B


 


Initial Senior Noteholder:

Wells Fargo Bank, National Association



Notice Address: 




Wells Fargo Bank, National Association

Wells Fargo Center

1901 Harrison Street, 2nd Floor

MAC A0227-020

Oakland, California 94612

Attention: Commercial Mortgage Servicing

Facsimile No.: 866-359-5352


 


with a copy to:


 


Alston & Bird LLP

90 Park Avenue

New York, New York 10016

Attention: Ellen M. Goodwin, Esq.

Facsimile No.: 212-210-9444



 




    I-1 


     


    

 


Initial Junior Noteholder:

Wells Fargo Bank, National Association



Notice Address: 




Wells Fargo Bank, National Association

Wells Fargo Center

1901 Harrison Street, 2nd Floor

MAC A0227-020

Oakland, California 94612

Attention: Commercial Mortgage Servicing

Facsimile No.: 866-359-5352


 


with a copy to:


 


Alston & Bird LLP

90 Park Avenue

New York, New York 10016

Attention: Ellen M. Goodwin, Esq.

Facsimile No.: 212-210-9444



 




    I-2 


     


    

 


EXHIBIT C



PERMITTED FUND MANAGERS


 


1. Apollo Global Real Estate 


2. Archon Capital, L.P. 


3. AREA Property Partners 


4. BlackRock, Inc. 


5. The Blackstone Group International Ltd. 


6. Capital Trust, Inc. 


7. Clarion Partners 


8. Colony Capital, Inc. 


9. DLJ Real Estate Capital Partners 


10. Eightfold Real Estate Capital, L.P. 


11. Fortress Investment Group LLC 


12. Garrison Investment Group 


13. Goldman, Sachs & Co. 


14. iStar Financial Inc. 


15. J.E. Roberts Companies 


16. Lend-Lease Real Estate Investments 


17. LoanCore Capital 


18. Lonestar Funds 


19. Praedium Group 


20. Raith Capital Partners, LLC 


21. Rialto Capital Management, LLC 


22. Rockpoint Group 


23. Starwood Capital/Starwood Financial Trust 


24. Torchlight Investors 


25. Walton Street Capital, LLC 


26. Westbrook Partners 


27. WestRiver Capital 


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


29. Square
Mile Capital Management LLC 


30. USAA
Real Estate Company


 



    I-3