Exhibit
4.9 





 





EXECUTION
VERSION


 







AGREEMENT
BETWEEN NOTE HOLDERS


 


Dated
as of December 22, 2017



by and between



 


MORGAN
STANLEY BANK, N.A.

(Initial Note A-1 Holder)


 


and


 


MORGAN
STANLEY BANK, N.A.

(Initial Note A-2 Holder)


 


and


 


MORGAN
STANLEY BANK, N.A.

(Initial Note A-3 Holder)


 


Extra
Space Self Storage Portfolio


 






    


    


    

 


  


TABLE
OF CONTENTS


 








	 	 	Page
	 	 	 
	Section
    1.             Definitions	1
	Section
    2.             Servicing of the Mortgage Loan	15
	Section
    3.             Priority of Payments	21
	Section
    4.             Workout	22
	Section
    5.             Administration of the Mortgage Loan	23
	Section
    6.             Note Holder Representatives	27
	Section
    7.             Appointment of Special Servicer	29
	Section
    8.             Payment Procedure	29
	Section
    9.             Limitation on Liability of the Note Holders	31
	Section
    10.           Bankruptcy	31
	Section
    11.           Representations of the Note Holders	32
	Section
    12.           No Creation of a Partnership or Exclusive Purchase Right	32
	Section
    13.           Other Business Activities of the Note Holders	32
	Section
    14.           Sale of the Notes	32
	Section
    15.           Registration of the Notes and Each Note Holder	35
	Section
    16.           Governing Law; Waiver of Jury Trial	36
	Section
    17.           Submission To Jurisdiction; Waivers	36
	Section
    18.           Modifications	37
	Section
    19.           Successors and Assigns; Third Party Beneficiaries	37
	Section
    20.           Counterparts	37
	Section
    21.           Captions	37
	Section
    22.           Severability	37
	Section
    23.           Entire Agreement	38
	Section
    24.           Withholding Taxes	38
	Section
    25.           Custody of Mortgage Loan Documents	39
	Section
    26.           Cooperation in Securitization	39
	Section
    27.           Notices	40
	Section
    28.           Broker	40
	Section
    29.           Certain Matters Affecting the Agent	41
	Section
    30.           Reserved	41
	Section
    31.           Resignation of Agent	41
	Section
    32.           Resizing	42




 






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This
AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of December 22, 2017 by and between MORGAN STANLEY
BANK, N.A. (“MSBNA” and, together with its successors and assigns in interest, in its capacity as initial owner
of Note A-1 described below, the “Initial Note A-1 Holder” and, in its capacity as the initial agent,
the “Initial Agent”), MSBNA (together with its successors and assigns in interest, in its capacity as initial
owner of Note A-2 described below, the “Initial Note A-2 Holder”) and MSBNA (together with its successors
and assigns in interest, in its capacity as initial owner of Note A-3 described below, the “Initial Note A-3
Holder”; the Initial Note A-1 Holder, the Initial Note A-2 Holder and the Initial Note A-3 Holder are
referred to collectively herein as the “Initial Note Holders”).


 


W I T N E S S E T H:


 


WHEREAS,
pursuant to the Mortgage Loan Agreement (as defined herein), MSBNA originated a certain loan (the “Mortgage Loan”)
described on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to the mortgage loan
borrower described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which is evidenced, inter
alia, by (i) a promissory note in the original principal amount of $92,000,000 (as amended, modified, consolidated, or
supplemented, “Note A-1”), (ii) a promissory note in the original principal amount of $60,000,000
(as amended, modified, consolidated, or supplemented, “Note A-2”) and (iii) a promissory note in
the original principal amount of $42,400,000 (as amended, modified, consolidated, or supplemented, “Note A-3”
and, together with Note A-1 and Note A-2, the “Notes”);


 


WHEREAS,
each of the Notes is secured by a first mortgage (as amended, modified or supplemented, the “Mortgage”) on
certain real property located as described on the Mortgage Loan Schedule (the “Mortgaged Property”);


 


WHEREAS,
each Initial Note Holder desires to enter into this Agreement to memorialize the terms under which they, and their successors
and assigns, shall hold the Notes;


 


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 (or to any analogous term) in
the Lead Securitization Servicing Agreement. Whenever used in this Agreement, the following terms shall have the respective meanings
set forth below unless the context clearly requires otherwise.


 


“Acceptable
Insurance Default” shall have the meaning set forth in the Lead Securitization Servicing Agreement.


 


“Advances”
shall have the meaning set forth in the Lead Securitization Servicing Agreement.


 






    


    


    

 


“Affiliate”
shall have the meaning set forth in the Lead Securitization Servicing Agreement.


 


“Agent”
shall mean the Initial Agent or such Person to whom the Initial Agent shall delegate its duties hereunder, and on and after the
Note A-1 Securitization Date shall mean the Master Servicer.


 


“Agent
Office” shall mean the designated office of the Agent, which office, as of the date of this Agreement, is the office
of the Initial Note A-1 Holder listed on Exhibit B hereto, and which 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 Note Holders.


 


“Agreement”
shall mean this Agreement Between Note Holders, any exhibits and schedules hereto and all amendments hereof and thereof and supplements
hereto and thereto.


 


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


 


“Asset
Representations Reviewer” shall mean the asset representations reviewer appointed as provided in the Lead Securitization
Servicing Agreement.


 


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


 


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


 


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


 


“CDO
Asset Manager” with respect to any Securitization Vehicle that is a CDO, shall mean the entity that 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).


 


“Certificate”
shall mean any certificate issued pursuant to a Securitization.


 


“Certificate
Administrator” shall mean the certificate administrator appointed as provided in the Lead Securitization Servicing Agreement.


 


“Certificateholder”
shall mean any holder of a Certificate issued pursuant to a Securitization, to the extent provided under the terms of the related
Securitization Servicing Agreement.


 


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


 






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“Commission”
shall mean the Securities and Exchange Commission.


 


“Conduit”
shall have the meaning assigned to such term in Section 14(d).


 


“Conduit
Credit Enhancer” shall have the meaning assigned to such term in Section 14(d).


 


“Conduit
Inventory Loan” shall have the meaning assigned to such term in Section 14(d).


 


“Control”
shall mean the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership
interests of an entity and the possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise, and the terms “Controlling”
and “Controlled” shall have meanings correlative thereto.


 


“Controlling
Note” shall mean Note A-1.


 


“Controlling
Note Holder” shall mean the holder of the Controlling Note; provided that at any time the Controlling Note is
included in a Securitization, references to the “Controlling Note Holder” herein shall mean the holders of the majority
of the class of securities issued in such Securitization designated as the “controlling class” or any other party
that is assigned the rights to exercise the rights of the “Controlling Note Holder” hereunder, as and to the extent
provided in the related Securitization Servicing Agreement; provided that for so long as 50% or more of the Controlling
Note is held by (or the party assigned the rights to exercise the rights of the “Controlling Note Holder” (as described
above) is) the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, the Controlling Note (and such party assigned
the rights to exercise the rights of the “Controlling Note Holder” as described above) shall not be entitled to exercise
any rights of the Controlling Note Holder, and there shall be deemed to be no Controlling Note Holder hereunder. If the Controlling
Note is included in a Securitization, the related Securitization Servicing Agreement may contain additional limitations on the
rights of the designated party entitled to exercise the rights of the “Controlling Note Holder” hereunder if such
designated party is the Mortgage Loan Borrower or if it has certain relationships with the Mortgage Loan Borrower.


 


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


 


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


 


“Depositor”
shall mean the depositor under the Lead Securitization Servicing Agreement.


 


“Event
of Default” shall mean, with respect to the Mortgage Loan, an “Event of Default” (or analogous term) as
defined in the Mortgage Loan Agreement.


 


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


 






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


 


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


 


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


 


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


 


“Initial
Note Holders” 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, 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, 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 refer to any such entity.


 


“Interest
Rate” shall have the meaning assigned to such term (or analogous term) in the Mortgage Loan Agreement.


 


“Interested
Person” shall mean the Depositor, any Non-Lead Depositor, the Master Servicer, any Non-Lead Master Servicer, the Special
Servicer, any Non-Lead Special Servicer, the Trustee, any Non-Lead Trustee, the Asset Representations Reviewer, any Mortgage Loan
Borrower, any manager of any Mortgaged Property, any independent contractor engaged by any of the foregoing parties, the Controlling
Note Holder, the Controlling Note Holder Representative, any Non-Controlling Note Holder, any Non-Controlling Note Holder Representative,
any holder of a related mezzanine loan, or any known Affiliate of any such party described above.


 


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


 






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


 


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


 


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


 


“Lead
Securitization Directing Certificateholder” shall mean the “Directing Certificateholder” as defined in the
Lead Securitization Servicing Agreement.


 


“Lead
Securitization Note” shall mean Note A-1 and any other Note included in the Lead Securitization.


 


“Lead
Securitization Note Holder” shall mean the holder of the Lead Securitization Note(s).


 


“Lead
Securitization Servicing Agreement” shall mean the Note A-1 PSA; provided, that during any period that the
Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the “Lead Securitization
Servicing Agreement” shall be determined in accordance with the second paragraph of Section 2(a).


 


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


 


“Major
Decisions” shall mean “Major Decisions” as defined in the Lead Securitization Servicing Agreement.


 


“Master
Servicer” shall mean the applicable master servicer with respect to the Mortgage Loan appointed as provided in the Lead
Securitization Servicing Agreement.


 


“Monthly
Payment Date” shall have the meaning assigned to such term (or analogous term) in the Mortgage Loan Agreement.


 


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


 


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


 


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


 


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


 


“Mortgage
Loan Agreement” shall mean the Loan Agreement, dated as of November 30, 2017, between MSBNA, as lender, and the
Mortgage Loan Borrower, as the same


 






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may
be further amended, restated, supplemented or otherwise modified 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 13.


 


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


 


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


 


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


 


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


 


“New
Notes” shall have the meaning assigned to such term in Section 32.


 


“Non-Controlling
Note” means any Note (other than the Controlling Note), including any New Note designated as a “Non-Controlling
Note” hereunder pursuant to Section 32.


 


“Non-Controlling
Note Holder” means any holder of a Non-Controlling Note; provided that at any time such holder’s respective
Note is included in a Securitization, references to such “Non-Controlling Note Holder” herein shall mean the “Directing
Certificateholder” or any other party assigned the rights to exercise the rights of such “Non-Controlling Note Holder”
hereunder, as and to the extent provided in the related Securitization Servicing Agreement and as to the identity of which the
Lead Securitization Note Holder (and the Master Servicer and the Special Servicer) has been given written notice; provided
that for so long as 50% or more of any Non-Controlling Note is held by (or the majority “controlling class” holder
or other party assigned the rights to exercise the rights of such “Non-Controlling Note Holder” (as described above)
is) the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, such Non-Controlling Note (and the majority “controlling
class” holder or other party assigned the rights to exercise the rights of such “Non-Controlling Note Holder”
as described above) shall not be entitled to exercise any rights of such Non-Controlling Note Holder, and there shall be deemed
to be no Non-Controlling Note Holder hereunder with respect to such Non-Controlling Note. The Lead Securitization Note Holder
(or the Master Servicer or the Special Servicer acting on its behalf) shall not be required at any time to deal with more than
one party in respect of any Note that is exercising the rights of a “Non-Controlling Note Holder” herein or under
the Lead Securitization Servicing Agreement and (x) to the extent that the related Securitization Servicing Agreement assigns
such rights to more than one party or (y) to the extent any Note is split into two or more New Notes pursuant to Section 32,
for purposes of this Agreement, the


 






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applicable
Securitization Servicing Agreement or the holders of such New Notes shall designate one party to deal with the Lead Securitization
Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) and provide written notice of such designation
to the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer acting on its behalf); provided
that, in the absence of such designation and notice, the Lead Securitization Note Holder (or the Master Servicer or the Special
Servicer acting on its behalf) shall be entitled to treat the last party as to which it has received written notice as having
been designated as a Non-Controlling Note Holder, as a Non-Controlling Note Holder under this Agreement. If the Non-Controlling
Note is included in a Securitization, the related Securitization Servicing Agreement may contain additional limitations on the
rights of the designated party entitled to exercise the rights of the “Non-Controlling Note Holder” hereunder if such
designated party is the Mortgage Loan Borrower or if it has certain relationships with the Mortgage Loan Borrower.


 


“Non-Controlling
Note Holder Representative” shall have the meaning assigned to such term in Section 6(a).


 


“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 any Servicer on behalf of the Note Holders to make such payments free of any obligation or liability for withholding.


 


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


 


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


 


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


 


“Non-Lead
Operating Advisor” shall mean the “trust advisor”, “operating advisor” or other analogous term
under any Non-Lead Securitization Servicing Agreement.


 


“Non-Lead
Securitization Note” shall mean any Note other than a Lead Securitization Note.


 


“Non-Lead
Securitization Note Holder” shall mean any holder of a Non-Lead Securitization Note.


 


“Non-Lead
Securitization Servicing Agreement” shall mean each of the Note A-2 PSA and the Note A-3 PSA.


 


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


 






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


 


“Non-Securitizing
Note Holder” shall mean, with respect to a Securitization, each Note Holder that is not a Securitizing Note Holder with
respect to such Securitization.


 


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


 


“Note A-1
Holder” shall mean the Initial Note A-1 Holder or any subsequent holder of Note A-1, as applicable.


 


“Note A-1
Master Servicer” shall mean the applicable master servicer with respect to the Mortgage Loan under the Note A-1
PSA.


 


“Note A-1
Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the “Note A-1
Principal Balance” set forth on the Mortgage Loan Schedule, less any payments of principal on Note A-1 received by
the Note A-1 Holder or reductions in the principal balance thereof pursuant to Section 3 or 4, as applicable.


 


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


 


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


 


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


 


“Note A-1
Special Servicer” shall mean the applicable special servicer with respect to the Mortgage Loan under the Note A-1
PSA.


 


“Note A-1
Trustee” shall mean the trustee under the Note A-1 PSA.


 


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


 


“Note A-2
Holder” shall mean the Initial Note A-2 Holder or any subsequent holder of Note A-2, as applicable.


 


“Note A-2
Master Servicer” shall mean the applicable master servicer with respect to the Mortgage Loan under the Note A-2
PSA.


 


“Note A-2
Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the “Note A-2
Principal Balance” set forth on the Mortgage Loan Schedule, less any payments of principal on Note A-2 received by
the Note A-2 Holder or reductions in the principal balance thereof pursuant to Section 3 or 4, as applicable.


 






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


 


“Note A-2
Securitization” shall mean the first sale (that is not the Note A-1 Securitization) by the Note A-2 Holder
of all or a portion of Note A-2 to a depositor who will in turn include such portion of Note A-2 as part of the securitization
of one or more mortgage loans.


 


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


 


“Note A-2
Special Servicer” shall mean the applicable special servicer with respect to the Mortgage Loan under the Note A-2
PSA.


 


“Note A-2
Trustee” shall mean the trustee under the Note A-2 PSA.


 


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


 


“Note A-3
Holder” shall mean the Initial Note A-3 Holder or any subsequent holder of Note A-3, as applicable.


 


“Note A-3
Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the “Note A-3
Principal Balance” set forth on the Mortgage Loan Schedule, less any payments of principal on Note A-3 received by
the Note A-3 Holder or reductions in the principal balance thereof pursuant to Section 3 or 4, as applicable.


 


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


 


“Note A-3
Securitization” shall mean the first sale (that is not the Note A-1 Securitization) by the Note A-3 Holder
of all or a portion of Note A-3 to a depositor who will in turn include such portion of Note A-3 as part of the securitization
of one or more mortgage loans.


 


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


 


“Note A-3
Trustee” shall mean the trustee under the Note A-3 PSA.


 


“Note
Holder Representative” shall mean a Controlling Note Holder Representative or a Non-Controlling Note Holder Representative,
as applicable.


 


“Note
Holders” shall mean, collectively, the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder.


 


“Note
Pledgee” shall have the meaning assigned to such term in Section 14(c).


 


“Note
Register” shall have the meaning assigned to such term in Section 15.


 


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


 






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“Operating
Advisor” shall mean the operating advisor appointed as provided in the Lead Securitization Servicing Agreement.


 


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


 


“Percentage
Interest” shall mean, with respect to any Note Holder, a fraction, expressed as a percentage, the numerator of which
is the principal balance of the related Note (which, with respect to the Note A-1 Holder, the Note A-2 Holder and the
Note A-3 Holder shall be the Note A-1 Principal Balance, the Note A-2 Principal Balance and the Note A-3 Principal
Balance, respectively) and the denominator of which is the principal balance of the Mortgage Loan.


 


“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
$250,000,000 and (iii) not subject to a proceeding relating to the bankruptcy, insolvency, reorganization or relief of debtors.


 


“Pledge”
shall have the meaning assigned to such term in Section 14(c).


 


“Pro
Rata and Pari Passu Basis” shall mean with respect to the Notes and the Note Holders, the allocation of any particular
payment, collection, cost, expense, liability or other amount between such Notes or such Note Holders, as the case may be, without
any priority of any such Note or any such Note Holder over another such Note or Note Holder, as the case may be, and in any event
such that each Note or Note Holder, as the case may be, is allocated its respective Percentage Interest of such particular payment,
collection, cost, expense, liability or other amount.


 


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


 


(a)          
an entity Controlled by, under common Control with or that Controls any of the Initial Note Holders, 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)


 






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(1),
(2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended, or


 


(iii)       a
Qualified Trustee in connection with (a) a securitization of, (b) the creation of collateralized debt obligations (“CDO”)
secured by, or (c) a financing through an “owner trust” of, a Note or any interest therein (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 that assigned a rating to one
or more classes of securities issued in connection with that Securitization (it being understood that with respect to any Rating
Agency that assigned such a rating to the securities issued by such Securitization Vehicle, a Rating Agency Confirmation will
not be required in connection with a transfer of such Note or any interest therein to such Securitization Vehicle); (2) in
the case of a Securitization Vehicle that is not a CDO, the special servicer of such Securitization Vehicle has a Required Special
Servicer Rating or is otherwise subject to Rating Agency Confirmations from the Rating Agencies rating each Securitization (such
entity, an “Approved Servicer”) and such Approved Servicer is required to service and administer such Note
or any interest therein 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 CDO, the CDO Asset Manager and, if applicable,
each Intervening Trust Vehicle that is not administered and managed by a CDO Asset Manager which is a Qualified Institutional
Lender, are each a Qualified Institutional Lender under clauses (i), (ii), (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 $250,000,000, in which (A) any Initial Note Holder, (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 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), (iv)(B) or (v) of this
definition, (x) such entity has at least $200,000,000 in capital/statutory surplus or shareholders’ equity (except
with respect to a pension advisory firm or similar fiduciary) and at least $600,000,000 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


 






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Loan
(or mezzanine loans with respect thereto) 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) (other than clause (b)(iii)) above or that is
the subject of a Rating Agency Confirmation as a Qualified Institutional Lender for purposes of this Agreement from each of the
Rating Agencies engaged by the Depositor and any Non-Lead Depositor to rate the securities issued by the related Securitization
Trust.


 


“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 $50,000,000 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 has a rating in either of the then in effect top two rating categories
of each of the applicable Rating Agencies (or, if not rated by an applicable Rating Agency, an equivalent (or higher) rating from
any two of Fitch, Moody’s and S&P).


 


“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 engaged by any Note Holder to rate the securities issued in connection with the
Securitization of the related Note; provided, that, at any time during which one or more of the Notes is an asset of one
or more Securitizations, “Rating Agencies” or “Rating Agency” shall mean only those rating
agencies that are engaged by the related depositor (or its Affiliate) from time to time to rate the securities issued in connection
with the Securitizations of the Notes.


 


“Rating
Agency Communication” shall mean, with respect to any action and any Securitization, any written communication intended
for a Rating Agency, which shall be delivered at least ten (10) Business Days prior to completing such action, in electronic document
format suitable for website posting to the 17g-5 information provider under the applicable Securitization Servicing Agreement.


 


“Rating
Agency Confirmation” shall mean, with respect to any Securitization, a confirmation in writing (which may be in electronic
form) by each of the applicable Rating Agencies for such Securitization that the occurrence of the event with respect to which
such Rating Agency Confirmation is sought shall not result in a downgrade, qualification or withdrawal of the applicable rating
or ratings ascribed by such Rating Agency to any of the securities issued pursuant to such Securitization that are then outstanding.
If no such securities are outstanding with respect to any Securitization, any action that would otherwise require a Rating Agency
Confirmation shall instead require the consent of the Controlling Note Holder, which consent shall not be unreasonably withheld
or delayed. For the purposes of this Agreement, if any Rating Agency shall waive, decline or refuse to review or otherwise engage


 






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any
request for Rating Agency Confirmation hereunder, such waiver, declination, or refusal shall be deemed to eliminate, for such
request only, the condition that a Rating Agency Confirmation by such Rating Agency (only) be obtained for purposes of this Agreement,
and any requirement hereunder to obtain a Rating Agency Confirmation from any Rating Agency may be satisfied or deemed in the
same manner that a Rating Agency Confirmation requirement may be satisfied or deemed satisfied under the Lead Securitization Servicing
Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for a
Rating Agency Confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any
subsequent request for a Rating Agency Confirmation hereunder and the condition for Rating Agency Confirmation pursuant to this
Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise
engage in such prior request.


 


“Redirection
Notice” shall have the meaning assigned to such term in Section 14(c).


 


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


 


“REMIC”
shall have the meaning assigned to such term in Section 5(d).


 


“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, such special servicer is acting as special servicer for one or more
loans included in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period
prior to the date of determination, 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, such special servicer
has a ranking by Morningstar equal to or higher than “MOR CS3” as a special servicer, provided that if Morningstar
has not issued a ranking with respect to such special servicer, such special servicer is acting as special servicer in a commercial
mortgage loan securitization that was rated by a Rating Agency within the twelve (12) month period prior to the date of determination,
and Morningstar 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 securities, (v) in the case of KBRA, 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 acting as special servicer in a commercial
mortgage loan securitization that was rated by DBRS within the twelve (12) month


 






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period
prior to the date of determination and DBRS 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 securities as a material reason for such downgrade or withdrawal (or placement
on watch status).


 


“S&P”
shall mean S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC, and its successors in interest.


 


“Scheduled
Interest Payment” shall mean the scheduled payment of interest due on the Mortgage Loan on a Monthly Payment Date.


 


“Scheduled
Principal Payment” shall mean the scheduled payment of principal due on the Mortgage Loan on a Monthly Payment Date.


 


“Securitization”
shall mean the Note A-1 Securitization, the Note A-2 Securitization or the Note A-3 Securitization, as applicable.


 


“Securitization
Servicing Agreement” shall mean the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing
Agreement.


 


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization pursuant to which one or more of the Notes are held.


 


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


 


“Securitizing
Note Holder” shall mean, with respect to a Securitization, each Note Holder that is contributing its Note to such Securitization.


 


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


 


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


 


“Servicing
Standard” shall have the meaning assigned to such term or an analogous term in the Lead Securitization Servicing Agreement.
The Servicing Standard in the Lead Securitization Servicing Agreement shall require, among other things, that each Servicer, in
servicing the Mortgage Loan, must take into account the interests of each Note Holder.


 


“Special
Servicer” shall mean the applicable special servicer with respect to the Mortgage Loan appointed as provided in the
Lead Securitization Servicing Agreement.


 






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“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.


 


“Transfer”
shall have the meaning assigned to such term in Section 14(a).


 


“Trustee”
shall mean the trustee appointed as provided in the Lead Securitization Servicing Agreement.


 


“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 which is eligible to elect to be treated as a U.S. Person).


 


Section
2.           Servicing of the Mortgage
Loan.


 


(a)         Each
Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and
after the Lead Securitization Date by the Master Servicer and the Special Servicer pursuant to the terms of this Agreement and
the Lead Securitization Servicing Agreement; provided that the Master Servicer shall not be obligated to advance monthly
payments of principal or interest in respect of any Note other than the Lead Securitization Note(s) if such principal or interest
is not paid by the Mortgage Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance premiums and
other expenses related to the maintenance of the Mortgaged Property and maintenance and enforcement of the lien of the Mortgage
thereon, subject to the terms of the Lead Securitization Servicing Agreement; provided, further, that, when appointed,
the Special Servicer has the required Special Servicer Rating from each Rating Agency then rating a Securitization. Each Note
Holder acknowledges that any other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and
agrees that it will, subject to Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s
expense, to effect such Securitization. Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably
and unconditionally consents to the appointment of the Master Servicer and the Trustee under the Lead Securitization Servicing
Agreement by the Depositor and the appointment of the Special Servicer by the Controlling Note Holder and agrees to reasonably
cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with
the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints the Master Servicer, the Special Servicer and the
Trustee in the Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with
respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement
(subject at all times to the rights of such Note Holder set forth herein and in the Lead Securitization Servicing Agreement).
The Lead Securitization Servicing Agreement shall not limit the Servicer in


 






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enforcing
the rights of one Note Holder against any other Note Holder as may be required in order to service the Mortgage Loan as contemplated
by this Agreement and the Lead Securitization Servicing Agreement; provided, that it is also understood and agreed that
nothing in this sentence shall be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder.
Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement (i) to service the Mortgage Loan in accordance
with the Servicing Standard, the terms of the Mortgage Loan Documents, the Lead Securitization Servicing Agreement and applicable
law, (ii) to provide information to each servicer under each Non-Lead Securitization Servicing Agreement necessary to enable each
such servicer to perform its servicing duties under such Non-Lead Securitization Servicing Agreement, and (iii) to 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 Lead Securitization Servicing Agreement, the Note
Holders agree to cause the Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note
Holders, pursuant to a servicing agreement that has servicing terms substantially similar to the Lead Securitization Servicing
Agreement and all references herein to the “Lead Securitization Servicing Agreement” shall mean such subsequent servicing
agreement; provided, that if a Non-Lead Securitization Note is in a Securitization and the servicer(s) to be appointed
under such replacement servicing agreement would not otherwise meet the conditions to be a servicer under the Lead Securitization
Servicing Agreement that is being replaced, then a Rating Agency Confirmation shall have been obtained from each Rating Agency;
provided, further, that if any special servicer under such replacement servicing agreement does not have a rating
from a Rating Agency that is the Required Special Servicer Rating, then a Rating Agency Confirmation shall have been obtained
from such Rating Agency then rating securities of a Non-Lead Securitization; provided, further, that until a replacement
servicing agreement has been entered into, the Lead Securitization Note Holder shall cause the Mortgage Loan to be serviced pursuant
to the provisions of the Lead Securitization Servicing Agreement, as if such agreement were still in full force and effect with
respect to the Mortgage Loan, by the applicable Servicer in the Lead Securitization being replaced or by any Person appointed
by the Lead Securitization Note Holder that is a qualified servicer meeting the requirements of the Lead Securitization Servicing
Agreement (and, in the case of an appointed special servicer, that has the Required Special Servicer Rating from each Rating Agency
then rating securities of a Non-Lead Securitization). The Note Holders acknowledge that at any time that the Mortgage Loan is
no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Master Servicer shall have no further
obligation to make P&I Advances with respect to the Mortgage Loan.


 


(b)         The
Master Servicer shall be the lead master servicer on the Mortgage Loan, and from time to time it (or the Trustee or the Special
Servicer, to the extent provided in the Lead Securitization Servicing Agreement) shall make the following advances, subject to
the terms of the Lead Securitization Servicing Agreement and this Agreement: (i) Servicing Advances on the Mortgage Loan and (ii)
P&I Advances on the Lead Securitization Note(s). 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 (as defined
in the Lead Securitization Servicing Agreement) and/or the related Companion Distribution Account (as defined in the Lead Securitization
Servicing Agreement) for the


 






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Mortgage
Loan that (in any case) represent amounts received on or in respect of the Mortgage Loan, and then, in the case of Servicing
Advances that are Nonrecoverable Advances, if such funds on deposit in the Collection Account and Companion Distribution Account
are insufficient, from general collections of the Lead Securitization as provided in the Lead Securitization Servicing Agreement.
The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to reimbursement for interest on a
Servicing Advance (including any Nonrecoverable Advance) at the Reimbursement Rate in the manner and from the sources provided
in the Lead Securitization Servicing Agreement, including from general collections of the Lead Securitization. Notwithstanding
the foregoing, to the extent the Master Servicer, the Special Servicer or the Trustee, as applicable, obtains funds from general
collections of the Lead Securitization as a reimbursement for a Servicing Advance that is a Nonrecoverable Advance or any interest
on a Servicing Advance (including any Nonrecoverable Advance) at the Reimbursement Rate, each Non-Lead Securitization Note Holder
(including any Securitization Trust into which such Non-Lead Securitization Note is deposited) shall be required to, promptly
following notice from the Master Servicer, reimburse the Lead Securitization for its pro rata share of such Nonrecoverable
Advance or interest thereon at the Reimbursement Rate.


 


In
addition, any Non-Lead Securitization Note Holder (including, but not limited to, any Securitization Trust into which such Non-Lead
Securitization Note is deposited) shall be required to, promptly following notice from the Master Servicer or the Special Servicer,
pay or reimburse the Lead Securitization for such Non-Lead Securitization Note Holder’s pro rata share of any fees,
costs or expenses incurred in connection with the servicing and administration of the Mortgage Loan as to which the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor, the Depositor or CREFC®,
as applicable, is entitled to be reimbursed pursuant to the Lead Securitization Servicing Agreement, to the extent amounts on
deposit in the related Companion Distribution Account and, to the extent of funds related to the Mortgage Loan, the Collection
Account, are insufficient for reimbursement of such amounts. Each Non-Lead Securitization Note Holder agrees to indemnify (as
and to the same extent the Lead Securitization Trust is required to indemnify each of the following parties in respect of other
mortgage loans in the Lead Securitization Trust pursuant to the terms of the Lead Securitization Servicing Agreement) each of
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor
(and any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified as indemnified
parties in the Lead Securitization Servicing Agreement in respect of other mortgage loans) (the “Indemnified Parties”)
against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities,
fees and expenses incurred in connection with servicing and administration of the Mortgage Loan (or, with respect to the Operating
Advisor, incurred in connection with the provision of services for the Mortgage Loan) under the Lead Securitization Servicing
Agreement (collectively, the “Indemnified Items”) to the extent of its pro rata share of such Indemnified
Items, and to the extent amounts on deposit in the related Companion Distribution Account and, to the extent of funds related
to the Mortgage Loan, the Collection Account, are insufficient for reimbursement of such amounts, each Non-Lead Securitization
Note Holder shall be required to, promptly following notice from the Master Servicer, the Special Servicer or the Trustee, reimburse
each of the applicable Indemnified Parties for its pro rata share of the insufficiency.


 






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Any
Non-Lead Master Servicer (or Non-Lead Trustee (if not made by such Non-Lead Master Servicer)) may be required to make P&I
Advances on the respective Non-Lead Securitization Note, from time to time, subject to the terms of the related Non-Lead Securitization
Servicing Agreement, the Lead Securitization Servicing Agreement and this Agreement. The Master Servicer, the Special Servicer
and the Trustee, as applicable, shall be entitled to make their own recoverability determination with respect to a P&I Advance
to be made on the Lead Securitization Note(s) based on the information that they have on hand and in accordance with the Lead
Securitization Servicing Agreement. Any Non-Lead Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee under any Non-Lead
Securitization Servicing Agreement, as applicable, shall be entitled to make its own recoverability determination with respect
to a P&I Advance to be made on the related Non-Lead Securitization Note based on the information that they have on hand and
in accordance with the related Non-Lead Securitization Servicing Agreement. The Master Servicer or the Trustee, as applicable,
and any Non-Lead Master Servicer or Non-Lead Trustee, as applicable, shall each be required to notify the other of the amount
of its P&I Advance within two business days of making such advance. If the Master Servicer, the Special Servicer or the Trustee,
as applicable (with respect to a Lead Securitization Note) or a Non-Lead Master Servicer, Non-Lead Special Servicer or Non-Lead
Trustee, as applicable (with respect to a Non-Lead Securitization Note), determines that a proposed P&I Advance, if made,
would be non-recoverable or an outstanding P&I Advance is or would be non-recoverable, or if the Master Servicer, the Special
Servicer or the Trustee, as applicable, subsequently determines that a proposed Servicing Advance would be non-recoverable or
an outstanding Servicing Advance is or would be non-recoverable, then the Master Servicer or the Trustee (as provided in the Lead
Securitization Servicing Agreement, in the case of a determination of non-recoverability by the Master Servicer, the Special Servicer
or the Trustee) or such Non-Lead Master Servicer or Non-Lead Trustee (as provided in the related Non-Lead Securitization Servicing
Agreement, in the case of a determination of non-recoverability by a Non-Lead Master Servicer, a Non-Lead Special Servicer or
a Non-Lead Trustee) shall notify the Master Servicer and the Trustee, or the related Non-Lead Master Servicer and the related
Non-Lead Trustee, as the case may be, of such other Securitization within two Business Days of making such determination. Each
of the Master Servicer and the Trustee, any Non-Lead Master Servicer and any Non-Lead Trustee, as applicable, shall only be entitled
to reimbursement for a P&I Advance that becomes non-recoverable first from the related Companion Distribution Account
from amounts allocable to the Note for which such P&I Advance was made, and then, if such funds are insufficient, (i)
in the case of the Lead Securitization Note(s), from general collections of the Lead Securitization Trust, pursuant to the terms
of the Lead Securitization Servicing Agreement and (ii) in the case of a Non-Lead Securitization Note, from general collections
of the related Securitization Trust, as and to the extent provided in the related Non-Lead Securitization Servicing Agreement.


 


(c)          
Each Non-Lead Securitization Note Holder, if its Non-Lead Securitization Note is included in a Securitization, shall cause
the applicable Non-Lead Securitization Servicing Agreement to contain provisions to the effect that:


 


(i)           
such Non-Lead Securitization Note Holder shall be responsible for its pro rata share of any Servicing Advances that
are Nonrecoverable Advances (and interest thereon at the Reimbursement Rate) and any additional trust fund expenses under the
Lead Securitization Servicing Agreement, but only to the extent that they relate to


 






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servicing
and administration of the Notes, including without limitation, any unpaid Special Servicing Fees, Liquidation Fees and Workout
Fees relating to the Notes, and that if the funds received with respect to each respective Note are insufficient to cover such
Servicing Advances or additional trust fund expenses, (x) the related Non-Lead Master Servicer will be required to, promptly following
notice from the Master Servicer or the Special Servicer, pay or reimburse the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee or the Operating Advisor, as applicable, out of general collections in the collection account (or equivalent
account) established under such Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization Note Holder’s
pro rata share of any such Servicing Advances that are Nonrecoverable Advances (and interest thereon at the Reimbursement
Rate) and/or additional trust fund expenses under the Lead Securitization Servicing Agreement relating to the Mortgage Loan, and
(y) if the Lead Securitization Servicing Agreement permits the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee or the Operating Advisor to reimburse itself from the Lead Securitization Trust’s general collections, then
the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Operating Advisor, as applicable,
may do so and the related Non-Lead Master Servicer will be required to, promptly following notice from the Master Servicer or
the Special Servicer, pay or reimburse the Lead Securitization Trust out of general collections in the collection account (or
equivalent account) established under such Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization Note Holder’s
pro rata share of any such Servicing Advances that are Nonrecoverable Advances (and interest thereon at the Reimbursement
Rate) and/or additional trust fund expenses under the Lead Securitization Servicing Agreement relating to the Mortgage Loan;


 


(ii)           each
of the Indemnified Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required to indemnify
each of such Indemnified Parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of
Lead Securitization Servicing Agreement) by the Securitization Trust holding such Non-Lead Securitization Note, against any of
the Indemnified Items to the extent of its pro rata share of such Indemnified Items, and to the extent amounts on deposit
in the related “Companion Distribution Account” are insufficient for reimbursement of such amounts, the related Non-Lead
Master Servicer will be required to reimburse each of the applicable Indemnified Parties for its pro rata share of the
insufficiency out of general collections in the collection account (or equivalent account) established under such Non-Lead Securitization
Servicing Agreement;


 


(iii)          the
related Non-Lead Master Servicer, Non-Lead Certificate Administrator or Non-Lead Trustee will be required to deliver to the Trustee,
the Certificate Administrator, the Special Servicer, the Master Servicer, the Operating Advisor and the Asset Representations
Reviewer (x) promptly following Securitization of such Non-Lead Securitization Note, notice of the deposit of such Non-Lead Securitization
Note into a Securitization Trust (which notice shall also provide contact information for the related Non-Lead Trustee, certificate
administrator, Non-Lead Master Servicer, Non-Lead Special Servicer and the party designated to exercise the rights of the “Non-Controlling
Note Holder” under this Agreement), accompanied by a certified copy of the executed Non-Lead Securitization Servicing Agreement
and (y) notice of any subsequent change


 






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in
the identity of the Non-Lead Master Servicer or the party designated to exercise the rights of the “Non-Controlling Note
Holder” with respect to such Non-Lead Securitization Note under this Agreement (together with the relevant contact information);
and


 


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


 


(d)           If
a Non-Lead Securitization Note becomes the subject of an Asset Review pursuant to the related Non-Lead Securitization Servicing
Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the Non-Lead
Asset Representations Reviewer or any other party to such Non-Lead Securitization Servicing Agreement in connection with such
Asset Review by providing the Non-Lead Asset Representations Reviewer or such other requesting party with any documents reasonably
requested by the Non-Lead Asset Representations Reviewer or such other requesting party, but only to the extent such documents
are in the possession of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be.


 


(e)          
Prior to the Securitization of any Note (including any New Note), all notices, reports, information or other deliverables
required to be delivered to a Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead
Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) only need to be delivered to
the related Note Holder (or its Note Holder Representative) and, when so delivered to such Note Holder (or Note Holder Representative,
as applicable), the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall
be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing
Agreement. Following the Securitization of any Note (including any New Note), as applicable, all notices, reports, information
or other deliverables required to be delivered to a Note Holder pursuant to this Agreement or the Lead Securitization Servicing
Agreement by the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be
delivered to the master servicer and the special servicer with respect to such Securitization (who then may forward such items
to the party entitled to receive such items as and to the extent provided in the related Securitization Servicing Agreement) and,
when so delivered to such master servicer and the special servicer, the Lead Securitization Note Holder (or the Master Servicer
or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such
items hereunder or under the Lead Securitization Servicing Agreement.


 


(f)           In
addition to the foregoing, each Non-Lead Securitization Servicing Agreement shall contain terms and conditions that are customary
for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (i) required by the
Code relating to the tax elections of the trust fund formed pursuant to such Non-Lead Securitization Servicing Agreement, (ii) required
by law or changes in any law, rule or regulation or (iii) requested by the Rating Agencies rating the related Securitization. 
Each Non-Lead Securitization Note Holder shall have the right to designate the Non-Lead Master Servicer and Non-Lead Special Servicer
with respect to the Securitization related to its Note.  Without limiting the generality of any provision set forth above,
for purposes of the Mortgage Loan, each


 






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Non-Lead
Securitization Servicing Agreement shall contain provisions (x) requiring the related Non-Lead Master Servicer and the related
Non-Lead Special Servicer to maintain, or subjecting them to possible termination for not maintaining, compliance with customary
servicer rating criteria (but the rating agencies need not be the same) and (y) providing for indemnification of the Depositor,
Master Servicer, Special Servicer, certificate administrator, Trustee and Operating Advisor under the Lead Securitization Servicing
Agreement (and any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified as
indemnified parties in the Lead Securitization Servicing Agreement in respect of other mortgage loans) against any claims, losses,
penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred
in connection with servicing and administration of the Mortgage Loan (or, with respect to the related operating advisor, incurred
in connection with the provision of services for the Mortgage Loan) to the same extent that the Indemnified Parties are indemnified
under the Lead Securitization Servicing Agreement against the Indemnified Items; provided, that (A) this statement shall
not be construed to prohibit differences in timing, control or consultation triggers or thresholds, terminology, allocation of
ministerial duties between multiple servicers or other service providers or certificateholder or investor voting or consent thresholds,
or to prohibit or restrict additional approval, consent, consultation, notice or rating agency confirmation requirements; and
(B) if there is any conflict between this sentence and any other provision of this Agreement, such other provision of this Agreement
shall control. To the extent of any conflict between this Agreement and the Lead Securitization Servicing Agreement, the terms
of this Agreement shall control.


 


(g)           The
Lead Securitization Note Holder shall cause the Lead Securitization Servicing Agreement to contain provisions requiring the Master
Servicer to deliver to any Non-Lead Master Servicer, any Non-Lead Special Servicer and any Non-Lead Trustee (i) notice of any
Appraisal Event promptly following the occurrence thereof and (ii) a statement of any Appraisal Reduction promptly following the
calculation thereof.


 


Section
3.           Priority of Payments.
Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other
Note or security therefor. 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 Scheduled Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or
other collateral or instrument securing the Mortgage Loan, Condemnation Proceeds, or Insurance 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), shall be applied by the Lead Securitization Note Holder (or its
designee) to the Notes on a Pro Rata and Pari Passu Basis; provided, that (x) all amounts for required reserves
or escrows required by the Mortgage Loan Documents to be held as reserves or escrows or received as reimbursements on account
of recoveries in respect of property protection expenses or Servicing Advances then due and payable or reimbursable to the Trustee
or any Servicer under the Lead Securitization Servicing Agreement shall be applied to the extent set forth in, and in accordance
with the terms of, the Mortgage Loan Documents; and (y) all amounts that are then due, payable or reimbursable to any Servicer
with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement and any other additional compensation
payable to it thereunder (including without limitation, any additional


 






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trust
fund expenses under the Lead Securitization Servicing Agreement relating to the Mortgage Loan (but subject to the second paragraph
of Section 5(d) hereof) reimbursable to, or payable by, such parties and any Special Servicing Fees, Liquidation Fees,
Workout Fees, Penalty Charges (to the extent provided in the immediately following paragraph), but excluding (i) any P&I Advances
(and interest thereon) on the Lead Securitization Note(s), which shall be reimbursed in accordance with Section 2(b) hereof,
and (ii) any Servicing Fees due to the Master Servicer in excess of each Non-Lead Securitization Note’s pro rata
share of that portion of such servicing fees calculated at the “primary servicing fee rate” applicable to the Mortgage
Loan as set forth in the Lead Securitization Servicing Agreement, which such excess shall not be subject to the allocation provisions
of this Section 3) shall be payable in accordance with the Lead Securitization Servicing Agreement.


 


For
clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid on each Note shall first,
be used to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay the Master Servicer,
the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances
in accordance with the terms of the Lead Securitization Servicing Agreement, second, be used to reduce the respective amounts
payable on each Note by the amount necessary to pay the Master Servicer, Trustee, any Non-Lead Master Servicer or any Non-Lead
Trustee, as applicable, for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as
specified in the Lead Securitization Servicing Agreement or applicable Non-Lead Securitization Servicing Agreement, as applicable),
third, be used to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay additional
trust fund expenses under the Lead Securitization Servicing Agreement (other than Special Servicing Fees, unpaid Workout Fees
and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement)
and finally, with respect to any remaining amount of Penalty Charges, pro rata, to the Lead Securitization Note(s)
(to be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization
Servicing Agreement) and to each Non-Lead Securitization Note (to be paid, (x) prior to the securitization of such Note, to the
related Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional
servicing compensation as provided in the Lead Securitization Servicing Agreement).


 


Any
Note Holder that receives proceeds from the sale of the primary servicing rights with respect to the Mortgage Loan shall remit
to the other Note Holders, promptly upon receipt thereof, such amounts as are required such that each Note Holder receives its
pro rata share of such proceeds on a Pro Rata and Pari Passu Basis. Any proceeds received by any Note Holder from the sale
of master servicing rights with respect to its Note shall be for its own account.


 


Section
4.           Workout. Notwithstanding
anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement,
and the obligation to act in accordance with the Servicing Standard, if the Lead Securitization Note Holder, or any Servicer,
in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal
balance of the Mortgage Loan is decreased, (ii) the Interest Rate is reduced, (iii) payments of interest or principal on any


 






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Note
are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification
shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve, the equal priorities of
each Note as described in Section 3.


 


Section
5.           Administration of the Mortgage
Loan.


 


(a)         Subject
to this Agreement (including but not limited to Section 5(c)) and the Lead Securitization Servicing Agreement and
subject to the rights and consents, where required, of the Controlling Note Holder Representative, the Lead Securitization Note
Holder (or the Master Servicer, the Special Servicer or the Trustee acting on its behalf) 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 no Non-Lead Securitization Note Holder shall
have any voting, consent or other rights whatsoever except as explicitly set forth herein with respect to the Lead Securitization
Note Holder’s administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan. Subject to this
Agreement and the Lead Securitization Servicing Agreement, no Non-Lead Securitization Note Holder shall have any right to, and
each Non-Lead Securitization Note Holder hereby presently and irrevocably assigns and conveys to the Lead Securitization Note
Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) the
rights, if any, that such Note Holder has to, (i) call, or cause the Lead Securitization Note Holder 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 Lead Securitization Note Holder to file, any bankruptcy petition against
the Mortgage Loan Borrower. The Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting
on its behalf) shall not have any fiduciary duty to any Non-Lead Securitization Note Holder in connection with the administration
of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization Note Holder from the obligation to make any
disbursement of funds as set forth herein or its obligation to follow the Servicing Standard (in the case of the Master Servicer
or the Special Servicer) or any liability for failure to do so).


 


Each
Note Holder hereby acknowledges the right and obligation of the Lead Securitization Note Holder (or the Special Servicer acting
on behalf of the Lead Securitization Note Holder), upon the Mortgage Loan becoming a Defaulted Loan, to sell the Notes together
as notes evidencing one whole loan in accordance with the terms of the Lead Securitization Servicing Agreement. In connection
with any such sale, the Special Servicer shall sell the Notes together as notes evidencing one whole loan and shall require that
all offers be submitted to the Trustee in writing. Whether any cash offer constitutes a fair price for the Mortgage Loan shall
be determined by the Special Servicer (unless the offeror is an Interested Person, in which case the Trustee shall make such determination);
provided, that no offer from an Interested Person shall constitute a fair price unless (i) it is the highest offer received
and (ii) at least one bona fide other offer is received from an independent third party. In determining whether any offer received
represents a fair price for the Mortgage Loan, the Trustee or the Special Servicer,


 






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as
applicable, shall be supplied with and shall rely on the most recent Appraisal or updated Appraisal conducted in accordance with
the Lead Securitization Servicing Agreement within the preceding nine (9)-month period or, in the absence of any such Appraisal,
on a new Appraisal. The Trustee shall select the appraiser conducting any such new Appraisal. In determining whether any such
offer constitutes a fair price for the Mortgage Loan, the Trustee or the Special Servicer, as applicable, shall instruct the appraiser
to take into account (in addition to the results of any Appraisal or updated Appraisal that it may have obtained pursuant to the
Lead Securitization Servicing Agreement), as applicable, among other factors, the period and amount of any delinquency on the
affected Mortgage Loan, the occupancy level and physical condition of the Mortgaged Property and the state of the local economy.
The Trustee may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
retained by the Trustee at the expense of the Holders in connection with making such determination. Notwithstanding the foregoing,
the Lead Securitization Note Holder (or the Special Servicer acting on its behalf) shall not be permitted to sell the Mortgage
Loan without the written consent of each Non-Lead Securitization Note Holder (provided that such consent is not required with
respect to any Non-Lead Securitization Note that is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower)
unless the Special Servicer has delivered to each Non-Lead Securitization Note Holder: (a) at least 15 Business Days prior written
notice of any decision to attempt to sell the Mortgage Loan; (b) at least 10 days prior to the proposed sale date, a copy of each
bid package (together with any amendments to such bid packages) received by the Special Servicer in connection with any such proposed
sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent Appraisal for the Mortgage Loan, and any
documents in the Servicing File requested by such Non-Lead Securitization Note Holder; and (d) until the sale is completed, and
a reasonable period of time (but no less time than is afforded to other offerors and the Lead Securitization Directing Certificateholder)
prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other
documents that are approved by the Master Servicer or the Special Servicer in connection with the proposed sale. Subject to the
foregoing, each Note Holder or its Note Holder Representative shall be permitted to submit an offer at any sale of the Mortgage
Loan.


 


Each
Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) hereby appoints the Lead Securitization
Note Holder as its agent, and grants to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest,
and its proxy, for the purpose of soliciting and accepting offers for and consummating the sale of its Note. Each Note Holder
(to the extent it is not the same entity as the Lead Securitization Note Holder) further agrees that, upon the request of the
Lead Securitization Note Holder, such Note Holder shall execute and deliver to or at the direction of Lead Securitization Note
Holder such powers of attorney or other instruments as the Lead Securitization Note Holder may reasonably request to better assure
and evidence the foregoing appointment and grant, in each case promptly following request, and shall deliver any related original
documentation evidencing its Note (endorsed in blank if necessary) to or at the direction of the Lead Securitization Note Holder
in connection with the consummation of any such sale.


 


The
authority of the Lead Securitization Note Holder to sell any Non-Lead Securitization Note, and the obligations of any other Note
Holder to execute and deliver instruments or deliver the related Note upon request of the Lead Securitization Note Holder,


 






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shall
terminate and cease to be of any further force or effect upon the date, if any, upon which a Lead Securitization Note is repurchased
by the holder of such Lead Securitization Note that sold such Lead Securitization Note into such Securitization from the trust
fund established under the Lead Securitization Servicing Agreement in connection with a material breach of representation or warranty
made by such Person with respect to such Lead Securitization Note or material document defect with respect to the documents delivered
by such Person with respect to such Lead Securitization Note upon the consummation of the Lead Securitization. The preceding sentence
shall not be construed to grant to any Non-Lead Securitization Note Holder the benefit of any representation or warranty made
by the holder of the Lead Securitization Note that sold such Lead Securitization Note into the Lead Securitization or any document
delivery obligation imposed on such Person under any mortgage loan purchase and sale agreement, instrument of transfer or other
document or instrument that may be executed or delivered by such Person in connection with the Lead Securitization.


 


(b)         The
administration of the Mortgage Loan shall be governed by this Agreement and the Lead Securitization Servicing Agreement. The servicing
of the Mortgage Loan shall be carried out by the Master Servicer and, if the Mortgage Loan is a Specially Serviced Loan (or to
the extent otherwise provided in the Lead Securitization Servicing Agreement), by the Special Servicer, in each case pursuant
to the Lead Securitization Servicing Agreement. Notwithstanding anything to the contrary contained herein, in accordance with
the Lead Securitization Servicing Agreement, the Lead Securitization Note Holder shall cause the Master Servicer and the Special
Servicer to service and administer the Mortgage Loan in accordance with the Servicing Standard, taking into account the interests
of each Note Holder. The Note Holders agree to be bound by the terms of the Lead Securitization Servicing Agreement. All rights
and obligations of the Lead Securitization Note Holder described hereunder may be exercised by the Master Servicer, the Special
Servicer, the Certificate Administrator or the Trustee on behalf of the Lead Securitization Note Holder to the extent set forth
in the Lead Securitization Servicing Agreement. The Lead Securitization Servicing Agreement shall not be amended in any manner
that may adversely affect any Non-Lead Securitization Note Holder in its capacity as Non-Lead Securitization Note Holder without
such Non-Lead Securitization Note Holder’s prior written consent. Each Non-Lead Securitization Note Holder (unless it is,
or is an Affiliate of, the Mortgage Loan Borrower) shall be a third-party beneficiary to the Lead Securitization Servicing Agreement
with respect to its rights as specifically provided for therein.


 


(c)         Notwithstanding
the foregoing, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall
(i) provide copies of any notice, information and report that it is required to provide to the Lead Securitization Directing Certificateholder
pursuant to the Lead Securitization Servicing Agreement with respect to any Major Decisions or the implementation of any recommended
actions outlined in an Asset Status Report relating to the Mortgage Loan, to each Non-Lead Securitization Note Holder (or its
Note Holder Representative), within the same time frame it is required to provide to the Lead Securitization Directing Certificateholder
(for this purpose, without regard to whether such items are actually required to be provided to the Lead Securitization Directing
Certificateholder under the Lead Securitization Servicing Agreement due to the occurrence of a Control Termination Event or a
Consultation Termination Event) and (ii) use reasonable efforts to consult each Non-Controlling Note Holder (or its Non-Controlling
Note Holder Representative)


 






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on
a strictly non-binding basis, to the extent having received such notices, information and reports, such Non-Controlling Note Holder
(or its Non-Controlling Note Holder Representative) requests consultation with respect to any such Major Decisions or the implementation
of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions
recommended by such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative); provided that after
the expiration of a period of ten (10) Business Days from the delivery to such Non-Controlling Note Holder (or its Non-Controlling
Note Holder Representative) by the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its
behalf) of written notice of a proposed action, together with copies of the notice, information and report required to be provided
to the Lead Securitization Directing Certificateholder, the Lead Securitization Note Holder (or the Master Servicer or the Special
Servicer acting on its behalf) shall no longer be obligated to consult such Non-Controlling Note Holder (or its Non-Controlling
Note Holder Representative), whether or not such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative)
has responded within such ten (10) Business Day period (unless, the Lead Securitization Note Holder (or the Master Servicer or
the Special Servicer acting on its behalf) proposes a new course of action that is materially different from the action previously
proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from the date of such proposal and delivery
of all information relating thereto). Notwithstanding the consultation rights of each Non-Controlling Note Holder (or its Non-Controlling
Note Holder Representative) set forth in the immediately preceding sentence, the Lead Securitization Note Holder (or Master Servicer
or Special Servicer, acting on its behalf) may take any Major Decision or any action set forth in the Asset Status Report before
the expiration of the aforementioned ten (10) Business Day period if the Lead Securitization Note Holder (or Master Servicer or
Special Servicer, as applicable) determines that immediate action with respect thereto is necessary to protect the interests of
the Note Holders. In no event shall the Lead Securitization Note Holder (or Master Servicer or Special Servicer, acting on its
behalf) be obligated at any time to follow or take any alternative actions recommended by a Non-Controlling Note Holder (or its
Non-Controlling Note Holder Representative).


 


In
addition to the consultation rights provided in the immediately preceding paragraph, each Non-Controlling Note Holder shall have
the right to annual meetings (which may be held telephonically) with the Lead Securitization Note Holder (or the Master Servicer
or the Special Servicer acting on its behalf), upon reasonable notice and at times reasonably acceptable to the Master Servicer
or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.


 


(d)         If
any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within the meaning
of Section 860D(a) of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage Loan
shall be administered such that the Notes shall qualify at all times as (or as interests in) a “qualified mortgage”
within the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired
by or on behalf of the Note Holders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure
of the Mortgage or lien on such property following a default on the Mortgage Loan shall be administered so that the interest of
the pro rata share of each Note Holder therein shall at all times qualify as “foreclosure property” within
the meaning of Section 860G(a)(8) of the Code and (iii) no Servicer may


 






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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 Note Holders may have under the Mortgage Loan Documents,
if any such action would constitute a “significant modification” of the Mortgage Loan, within the meaning of Section 1.860G-2(b)
of the regulations of the United States Department of the Treasury, more than three (3) months after the startup day of the REMIC
which includes the Notes (or any portion thereof). Each Note Holder agrees that the provisions of this paragraph shall be effected
by compliance with any REMIC provisions in the Lead Securitization Servicing Agreement relating to the administration of the Mortgage
Loan.


 


Anything
herein or in the Lead Securitization Servicing Agreement to the contrary notwithstanding, if one of the Notes is included in a
REMIC and another is not, such other Note Holder shall not be required to reimburse such Note Holder or any other Person for payment
of (i) any taxes imposed on such REMIC, (ii) any costs or expenses relating to the administration of such REMIC or to any determination
respecting the amount, payment or avoidance of any tax under such REMIC or (iii) any advances for any of the foregoing or any
interest thereon or for deficits in other items of disbursement or income resulting from the use of funds for payment of any such
taxes, costs or expenses or advances, nor shall any disbursement or payment otherwise distributable to any other Note Holder be
reduced to offset or make-up any such payment or deficit.


 


Section
6.           Note Holder Representatives.


 


(a)         The
Controlling Note Holder 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 Note Holder Representative”). The Controlling
Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace the Controlling
Note Holder Representative. When exercising its various rights under Section 5 and elsewhere in this Agreement, the
Controlling Note Holder may, at its option, in each case, act through the Controlling Note Holder Representative. The Controlling
Note Holder Representative may be any Person, including, without limitation, the Controlling Note Holder, any officer or employee
of the Controlling Note Holder, any affiliate of the Controlling Note Holder or any other unrelated third party (other than the
Mortgage Loan Borrower, any manager of a Mortgaged Property or any principal or Affiliate thereof). No such Controlling Note Holder
Representative shall owe any fiduciary duty or other duty to any other Person (other than the Controlling Note Holder). All actions
that are permitted to be taken by the Controlling Note Holder under this Agreement may be taken by the Controlling Note Holder
Representative acting on behalf of the Controlling Note Holder. Any Servicer acting on behalf of the Lead Securitization Note
Holder shall not be required to recognize any Person as a Controlling Note Holder Representative until the Controlling Note Holder
has notified such Servicer or Trustee of such appointment and, if the Controlling Note Holder Representative is not the same Person
as the Controlling Note Holder, the Controlling Note Holder Representative provides any Servicer or Trustee with written confirmation
of its acceptance of such appointment, an address and telecopy 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 telecopy numbers). The Controlling Note Holder shall promptly deliver such information to any Servicer. None
of the


 






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Servicers,
Operating Advisor and Trustee shall be required to recognize any person as a Controlling Note Holder Representative until they
receive such information from the Controlling Note Holder. The Controlling Note Holder agrees to inform each such Servicer or
Trustee of the then-current Controlling Note Holder Representative.


 


Neither
the Controlling Note Holder Representative nor the Controlling Note Holder will have any liability to any other Note Holder 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 Lead Securitization Servicing Agreement, or errors in judgment, absent any
loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence. The Note Holders agree
that the Controlling Note Holder Representative and the Controlling Note Holder (whether acting in place of the Controlling Note
Holder Representative when no Controlling Note Holder Representative shall have been appointed hereunder or otherwise exercising
any right, power or privilege granted to the Controlling Note Holder hereunder) may take or refrain from taking actions, or give
or refrain from giving consents, that favor the interests of one Note Holder over any other Note Holder, and that the Controlling
Note Holder Representative and the Controlling Note Holder may have special relationships and interests that conflict with the
interests of another Note Holder and, absent willful misfeasance, bad faith or gross negligence on the part of the Controlling
Note Holder Representative or the Controlling Note Holder, as the case may be, agree to take no action against the Controlling
Note Holder Representative, the Controlling Note Holder 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 Note Holder Representative
nor the Controlling Note Holder 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 Note Holder.


 


Each
Non-Controlling Note Holder shall provide notice of its identity and contact information (including any change thereof) to the
Trustee, Certificate Administrator, the Master Servicer and the Special Servicer under the Lead Securitization; provided, that
each Initial Note Holder shall be deemed to have provided such notice on the date hereof. The Trustee, Certificate Administrator,
the Master Servicer and the Special Servicer under the Lead Securitization shall be entitled to conclusively rely on such identity
and contact information received by it and shall not be liable in respect of any deliveries hereunder sent in reliance thereon.


 


Each
Non-Controlling Note Holder 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 (with respect to such Note Holder, the “Non-Controlling Note
Holder Representative”). All of the provisions relating to the Controlling Note Holder and the Controlling Note Holder
Representative set forth in the first paragraph of this Section 6(a) (except those contained in the last sentence thereof)
and the second paragraph of this Section 6(a) shall apply to each Non-Controlling Note Holder and its Non-Controlling Note
Holder Representative mutatis mutandis.


 






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For
so long as the Controlling Note is included in the Lead Securitization, the “Directing Certificateholder” under the
Lead Securitization Servicing Agreement (or any other party designated under the Lead Securitization Servicing Agreement to exercise
the rights of the Controlling Note Holder hereunder) shall be the Controlling Note Holder Representative.


 


Section
7.           Appointment of Special
Servicer. The Controlling Note Holder (or its Controlling Note Holder Representative) shall have the right (subject to the
terms, conditions and limitations in the Lead Securitization Servicing Agreement) at any time and from time to time, with or without
cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a replacement Special Servicer
with the Required Special Servicer Rating. Any designation by the Controlling Note Holder (or its Controlling Note Holder Representative)
of a Person to serve as Special Servicer shall be made by delivering to each other Note Holder, the Master Servicer, the Special
Servicer and each other party to the Lead Securitization Servicing Agreement a written notice stating such designation and satisfying
the other conditions to such replacement as set forth in the Lead Securitization Servicing Agreement and delivering a Rating Agency
Communication to each Rating Agency (or obtaining a Rating Agency Confirmation from each Rating Agency, but only if required by
the terms of the Lead Securitization Servicing Agreement). The Controlling Note Holder shall be solely responsible for any expenses
incurred in connection with any such replacement without cause. The Controlling Note Holder shall notify the other parties hereto
of its termination of the then currently serving Special Servicer and its appointment of a replacement Special Servicer in accordance
with this Section 7. If the Controlling Note Holder has not appointed a Special Servicer with respect to the Mortgage Loan
as of the consummation of the securitization under the Lead Securitization Servicing Agreement, then the initial Special Servicer
designated in the Lead Securitization Servicing Agreement shall serve as the initial Special Servicer but this shall not limit
the right of the Controlling Note Holder (or its Controlling Note Holder Representative) to designate a replacement Special Servicer
for the Mortgage Loan as aforesaid. If a Servicer Termination Event on the part of the Special Servicer has occurred that affects
any Non-Controlling Note Holder, such Non-Controlling Note Holder shall have the right to direct the Trustee (or at any time that
the Mortgage Loan is no longer included in a Securitization Trust, the Controlling Note Holder) to terminate the Special Servicer
under the Lead Securitization Servicing Agreement solely with respect to the Mortgage Loan pursuant to and in accordance with
the terms of the Lead Securitization Servicing Agreement. Each Note Holder acknowledges and agrees that any successor special
servicer appointed to replace the Special Servicer with respect to the Mortgage Loan that was terminated for cause at a Non-Controlling
Note Holder’s direction cannot at any time be the person (or an Affiliate thereof) that was so terminated without the prior
written consent of such Non-Controlling Note Holder. Each Non-Controlling Note Holder shall be solely responsible for reimbursing
the Trustee’s or the Controlling Note Holder’s, as applicable, costs and expenses, if not paid within a reasonable
time by the terminated special servicer and, in the case of the Trustee, that would otherwise be reimbursed to the Trustee from
amounts on deposit in the Lead Securitization’s “collection account”.


 


Section
8.           Payment Procedure.


 


(a)         The
Lead Securitization Note Holder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in
Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited
all payments


 






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allocable
to the Notes to the Collection Account and/or related Companion Distribution Account (each as defined in the Lead Securitization
Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note
Holder (or the Master Servicer acting on its behalf) shall deposit such payments to the applicable account within one Business
Day of receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting
on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after
2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to
deposit such payments into the applicable account within one (1) Business Day of receipt of such properly identified and available
funds but, in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business
Days of receipt of such properly identified and available funds).


 


(b)         If
the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received
or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar
law, be returned to the Mortgage Loan Borrower or paid to any Note Holder or any Servicer or paid to any other Person, then, notwithstanding
any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof
to any Non-Lead Securitization Note Holder and each Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization
Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have
theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the
Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer
or such other Person with respect thereto.


 


(c)         If,
for any reason, the Lead Securitization Note Holder makes any payment to any Non-Lead Securitization Note Holder before the Lead
Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder
is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five
(5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall,
at the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder.


 


(d)         Each
Note Holder 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 shall promptly remit such excess to the applicable Note Holder, subject to this
Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset
any amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments
due to such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations
under this Section 8 constitute absolute, unconditional and continuing obligations.


 






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Section
9.            Limitation on Liability
of the Note Holders. No Note Holder shall have any liability to any other Note Holder with respect to its Note except with
respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of
such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject
to the obligations and standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement.


 


The
Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the
Trustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including
any Servicer and the Trustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have
under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization
Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee) shall have no liability whatsoever
to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of rights or
any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided, that
each Servicer must act in accordance with the Servicing Standard.


 


Section
10.          Bankruptcy. Subject
to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder 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. Each Note Holder further agrees that only the Lead Securitization Note
Holder, and not any Non-Lead Securitization Note Holder, 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 Note Holders hereby appoint the Lead Securitization Note
Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest,
and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to any Non-Lead Securitization
Note Holder 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 Note Holders hereby agree that, upon the request of
the Lead Securitization Note Holder, each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead
Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder
may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by any
Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.


 






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Section
11.         Representations of the Note Holders.
Each Note Holder 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 such Note Holder’s charter or
any law or contractual restriction binding upon such Note Holder, and that this Agreement is the legal, valid and binding obligation
of such Note Holder enforceable against such Note Holder in accordance with its terms, except as such enforcement may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights
generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity
or at law), and except that the enforcement of rights with respect to indemnification and contribution obligations may be limited
by applicable law. Each Note Holder represents and warrants that it is duly organized, validly existing, in good standing and
in possession of all licenses and authorizations necessary to carry on its business. Each Note Holder represents and warrants
that (a) this Agreement has been duly executed and delivered by such Note Holder, (b) to such Note Holder’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 such Note Holder have been obtained or made and
(c) to such Note Holder’s actual knowledge, there is no pending action, suit or proceeding, arbitration or governmental
investigation against such Note Holder, an adverse outcome of which would materially and adversely affect its performance under
this Agreement.


 


Section
12.         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 between the Note Holders as a partnership, association, joint venture or other entity. No Note
Holder shall have any obligation whatsoever to offer to any other Note Holder the opportunity to purchase a participation interest
in any future loans originated by such Note Holder or its Affiliates and if any Note Holder chooses to offer to any other Note
Holder the opportunity to purchase a participation interest in any future mortgage loans originated by such Note Holder or its
Affiliates, such offer shall be at such purchase price and interest rate as such Note Holder chooses, in its sole and absolute
discretion. No Note Holder shall have any obligation whatsoever to purchase from any other Note Holder a participation interest
in any future loans originated by such Note Holder or its Affiliates.


 


Section
13.         Other Business Activities of
the Note Holders. Each Note Holder acknowledges that each other Note Holder 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 Affiliate thereof, any
entity that is a holder of debt secured by direct or indirect ownership interests in the Mortgage Loan Borrower or any entity
that is a holder of a preferred equity interest in the Mortgage Loan Borrower (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
14.          Sale of the Notes.


 


(a)         Except
as otherwise provided in Section 14(c) below, each Note Holder agrees that it will not sell, assign, transfer, pledge,
syndicate, hypothecate, contribute, encumber


 






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or
otherwise dispose of all or any portion of its respective Note (or a participation interest in such Note) (a “Transfer”)
except to a Qualified Institutional Lender in accordance with the terms of this Agreement. Promptly after any such Transfer, any
non-transferring Note Holders shall be provided with (x) a representation from each transferee or the transferring Note Holder
certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately
following sentence or a Transfer by a Note Holder to an entity that constitutes a Qualified Institutional Lender pursuant to clause
(b)(iii) of the definition thereof) and (y) a copy of the assignment and assumption agreement referred to in Section 15.
If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional
Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) if any such non-transferring Note Holder’s
Note is held in a Securitization Trust, provide each of the applicable engaged Rating Agencies for such Securitization Trust with
a Rating Agency Communication (or, if the transferring Note Holder is the Lead Securitization Note Holder, obtain a Rating Agency
Confirmation from each of the applicable Rating Agencies for such Securitization Trust). Notwithstanding the foregoing, without
each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if any non-transferring
Note Holder’s Note is held in a Securitization Trust, until a Rating Agency Confirmation is obtained from each engaged Rating
Agency for such Securitization Trust, no Note Holder shall Transfer all or any portion of its Note (or a participation interest
in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely
null and void and shall vest no rights in the purported transferee. The transferring Note Holder agrees that it shall pay the
expenses of any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee
and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Communication
or Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have
the right, without the need to obtain the consent of any other Note Holder or of any other Person or having to provide any Rating
Agency Communication or having to obtain any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial
interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of the Lead Securitization
Note(s) together with all of the Non-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization
Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization
Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan, to a single
member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through
one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.


 


(b)         In
the case of any Transfer of a participation interest in any of the Notes, (i) the respective Note Holders’ obligations
under this Agreement shall remain unchanged, (ii) such Note Holders shall remain solely responsible for the performance of
such obligations, and (iii) the Lead Securitization Note Holder and any Persons acting on its behalf shall continue to deal
solely and directly with such Note Holder in connection with such Note Holder’s rights and obligations under this Agreement
and the Lead Securitization Servicing Agreement, and all amounts payable hereunder shall be determined as if such Note Holder
had not sold such participation interest.


 






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(c)         Notwithstanding
any other provision hereof, any Note Holder may pledge (a “Pledge”) its Note to any entity (other than the
Mortgage Loan Borrower or any Affiliate thereof) which has extended a credit facility to such Note Holder 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 applicable Rating Agency (or, if not rated by an applicable Rating Agency, an equivalent (or
higher) rating from any two of Fitch, Moody’s and S&P) (a “Note Pledgee”), on terms and conditions
set forth in this Section 14(c), it being further agreed that a financing provided by a Note Pledgee to a Note Holder
or any person which Controls such Note that is secured by its 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 Rating Agency Confirmation. Upon written notice by the applicable Note Holder to each
other Note Holder and any Servicer that a Pledge has been effected (including the name and address of the applicable Note Pledgee),
each other Note Holder agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give Note Pledgee written
notice of any default by the pledging Note Holder in respect of its obligations under this Agreement of which default such Note
Holder has actual knowledge; (ii) to allow such Note Pledgee a period of ten (10) days to cure a default by the pledging
Note Holder in respect of its obligations to each other Note Holder 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 Note Holder shall give to such Note Pledgee copies of any notice of default
under this Agreement simultaneously with the giving of same to the pledging Note Holder; (v) that such other Note Holder
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 Note Holder; and (vi) that, upon written notice
(a “Redirection Notice”) to each other Note Holder and any Servicer by such Note Pledgee that the pledging
Note Holder is in default, beyond any applicable cure periods, under the pledging Note Holder’s obligations to such Note
Pledgee pursuant to the applicable credit agreement between the pledging Note Holder and such Note Pledgee (which notice need
not be joined in or confirmed by the pledging Note Holder), and until such Redirection Notice is withdrawn or rescinded by such
Note Pledgee, Note Pledgee shall be entitled to receive any payments that any Note Holder or Servicer would otherwise be obligated
to pay to the pledging Note Holder from time to time pursuant to this Agreement or the Lead Securitization Servicing Agreement.
Any pledging Note Holder hereby unconditionally and absolutely releases each other Note Holder and any Servicer from any liability
to the pledging Note Holder on account of such other Note Holder’s or Servicer’s compliance with any Redirection Notice
believed by any Servicer or such other Note Holder to have been delivered by a Note Pledgee. Note Pledgee shall be permitted to
exercise fully its rights and remedies against the pledging Note Holder 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 Note Holders 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 Note Holder’s rights, remedies and
obligations under this Agreement,


 






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and
any such Note Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Note Holder hereunder
accruing from and after such Transfer (i.e., realization upon the collateral by such Note Pledgee) and agrees to be bound
by the terms and provisions of this Agreement. The rights of a Note Pledgee under this Section 14(c) shall remain
effective as to any Note Holder (and any Servicer) unless and until such Note Pledgee shall have notified any such Note Holder
(and any Servicer, as applicable) in writing that its interest in the pledged Note has terminated.


 


(d)         Notwithstanding
any provisions herein to the contrary, if a conduit (“Conduit”) which is not a Qualified Institutional Lender
provides financing to a Note Holder then such Note Holder shall have the right to grant a security interest in its Note to such
Conduit 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 Note Holder to finance the acquisition
and holding of its Note requires a third party (the “Conduit Credit Enhancer”) to provide credit enhancement;


 


(ii)           The
Conduit Credit Enhancer is a Qualified Institutional Lender;


 


(iii)          Such
Note Holder pledges its interest in its Note to the Conduit as collateral for the Conduit Inventory Loan;


 


(iv)       
  The Conduit Credit Enhancer and the Conduit agree that, if such Note Holder 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
Note Holder, the Conduit Credit Enhancer will purchase the Conduit Inventory Loan from the Conduit, and the Conduit will
assign the pledge of such Note Holder’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 a Rating Agency Confirmation
from each Rating Agency have any greater right to acquire the interests in the Note pledged by such Note Holder, 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
15.         Registration of the Notes and
Each Note Holder. 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. 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 this Section 15,
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. Upon request of a Note Holder, the Agent shall provide such
party with the names and addresses of each other Note Holder. To the extent the Trustee or another party is appointed as Agent


 






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hereunder,
each Note Holder hereby designates such person as its agent under this Section 15 solely for purposes of maintaining
the Note Register.


 


In
connection with any Transfer of a Note (but excluding any Pledgee unless and until it realizes on its Pledge), a transferee shall
execute an assignment and assumption agreement (unless the transferee is a Securitization Trust and the related pooling
and servicing agreement requires the parties thereto to comply with this Agreement), whereby such transferee assumes all of the
obligations of the applicable Note Holder hereunder with respect to such Note thereafter accruing and agrees to be bound by the
terms of this Agreement, including the applicable restriction on Transfers set forth in Section 14, from and after
the date of such assignment. 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 14 and this
Section 15. Any such purported transfer shall be absolutely null and void and shall vest no rights in the purported
transferee. Each Note Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Agent and each other
Note Holder against any liability that may result if the transfer is not made in accordance with the provisions of this Agreement.


 


Section
16.         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 OBLIGATIONS OF THE 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 (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 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
17.          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;


 






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(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
18.         Modifications. This Agreement
shall not be modified, cancelled or terminated except by an instrument in writing signed by each Note Holder. Additionally, for
as long as any Note is contained in a Securitization Trust, the Note Holders shall not amend or modify this Agreement without
first obtaining a Rating Agency Confirmation from each Rating Agency then rating any Certificates of any Securitization; provided
that no such Rating Agency Confirmation shall be required in connection with a modification (i) to cure any ambiguity, to
correct or supplement any provisions herein that may be defective or inconsistent with any other provisions herein or with the
Lead Securitization Servicing Agreement, or (ii) with respect to matters or questions arising under this Agreement, to make provisions
of this Agreement consistent with other provisions of this Agreement (including, without limitation, in connection with the creation
of New Notes pursuant to Section 32).


 


Section
19.         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, including without limitation, with respect to the Trustee, Certificate Administrator,
Master Servicer and Special Servicer and any Non-Lead Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee, none of
the provisions of this Agreement shall be for the benefit of or enforceable by any Person not a party hereto. Subject to Section 14
and Section 15, each Note Holder 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 applicable Note Holder hereunder. For the avoidance
of doubt, the representations in Section 11 shall not be binding upon any Securitization Trust.


 


Section
20.         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
21.         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
22.         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


 






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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
23.          Entire Agreement. This
Agreement constitutes the entire agreement between 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
24.         Withholding Taxes. (a)
If the Lead Securitization Note Holder or the Mortgage Loan Borrower shall be required by law to deduct and withhold Taxes from
interest, fees or other amounts payable to any Non-Lead Securitization Note Holder with respect to the Mortgage Loan as a result
of such Non-Lead Securitization Note Holder constituting a Non-Exempt Person, such Lead Securitization Note Holder, in its capacity
as servicer, shall be entitled to do so with respect to such Non-Lead Securitization Note Holder’s interest in such payment
(all withheld amounts being deemed paid to such Note Holder), provided that the Lead Securitization Note Holder shall furnish
such Non-Lead Securitization Note Holder 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 Note Holder to seek any allowable credits or
deductions for the Taxes so withheld in each jurisdiction in which such Note Holder is subject to tax.


 


(b)         Each
Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) shall and hereby agrees to indemnify
the Lead Securitization Note Holder against and hold the Lead Securitization Note Holder harmless from and against any Taxes,
interest, penalties and attorneys’ fees and disbursements arising or resulting from any failure of the Lead Securitization
Note Holder to withhold Taxes from payment made to such Note Holder in reliance upon any representation, certificate, statement,
document or instrument made or provided by such Note Holder to the Lead Securitization Note Holder in connection with the obligation
of the Lead Securitization Note Holder to withhold Taxes from payments made to such Note Holder, it being expressly understood
and agreed that (i) the Lead Securitization Note Holder 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) such Note Holder, upon request of the Lead Securitization Note Holder and at its sole cost
and expense, shall defend any claim or action relating to the foregoing indemnification using counsel selected by the Lead Securitization
Note Holder.


 


(c)         Each
Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) represents (for the benefit of the
Mortgage Loan Borrower) that it is not a Non-Exempt Person and that neither the Lead Securitization Note Holder 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, each Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) shall
deliver to the Lead Securitization Note Holder or


 






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Servicer,
as applicable, evidence satisfactory to the Lead Securitization Note Holder substantiating that such Note Holder is not a Non-Exempt
Person and that the Lead Securitization Note Holder 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
a Note Holder 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 Lead Securitization Note Holder an Internal Revenue Service
Form W-9 and (ii) if a Note Holder 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, such Note Holder shall satisfy the
requirements of the preceding sentence by furnishing to the Lead Securitization Note Holder Internal Revenue Service Form W-8ECI,
Form W-8IMY (with appropriate attachments), Form W-8BEN or Form W-8BEN-E, or successor forms, as may be required from time to
time, duly executed by such Note Holder, as evidence of such Note Holder’s exemption from the withholding of United States
tax with respect thereto. The Lead Securitization Note Holder shall not be obligated to make any payment hereunder with respect
to any Non-Lead Securitization Note or otherwise until the holder of such Note shall have furnished to the Lead Securitization
Note Holder requested forms, certificates, statements or documents.


 


Section
25.          Custody of Mortgage Loan
Documents. Prior to the Lead Securitization Date, the originals of all of the Mortgage Loan Documents (other than Note A-2
and Note A-3) will be held by the Initial Agent on behalf of the registered holders of the Notes. On and after the Lead Securitization
Date, the originals of all of the Mortgage Loan Documents (other than Note A-2 and Note A-3) shall be held in the name
of the Note A-1 Trustee (and held by a duly appointed custodian therefor) under the Lead Securitization Servicing Agreement,
on behalf of the registered holders of the Notes. On and after the Note A-2 Securitization Date, Note A-2 shall be held
in the name of the Note A-2 Trustee (and held by a duly appointed custodian therefor) under the Note A-2 PSA, on behalf
of the Note A-2 Holder. On and after the Note A-3 Securitization Date, Note A-3 shall be held in the name of the
Note A-3 Trustee (and held by a duly appointed custodian therefor) under the Note A-3 PSA, on behalf of the Note A-3
Holder.


 


Section
26.          Cooperation in Securitization.


 


(a)         Each
Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization. In connection
with a Securitization and subject to the terms of the preceding sentence, at the request of the related Securitizing Note Holder,
each related Non-Securitizing Note Holder shall use reasonable efforts, at such Securitizing Note Holder’s expense, to satisfy,
and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards
to which such Securitizing Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating
Agencies in connection with such Securitization, including, entering into (or consenting to, as applicable) any modifications
to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note Holder in attempting to cause the
Mortgage Loan Borrower to execute such modifications to the Mortgage Loan


 






    -39-


    


    

 


Documents,
in any such case, as may be reasonably requested by the Rating Agencies to effect such Securitization; provided, that no
Non-Securitizing Note Holder shall 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 to, such Non-Securitizing Note Holder or (ii) materially
increase such Non-Securitizing Note Holder’s obligations or materially decrease such Non-Securitizing Note Holder’s
rights, remedies or protections. In connection with any Securitization, each related Non-Securitizing Note Holder shall provide
for inclusion in any disclosure document relating to such Securitization such information concerning such Non-Securitizing Note
Holder and its Note as the related Securitizing Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing
Note Holder shall, at the Securitizing Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency
and such Securitizing Note Holder in connection with such Securitization (including, without limitation, reasonably cooperating
with the Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing
Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions)
in connection with the Mortgage Loan and such 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 such
Non-Securitizing Note Holder and its Note in any Securitization document. Each Note Holder acknowledges that in connection with
any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing
Note Holder may be incorporated into the offering documents for such Securitization. Each Securitizing Note Holder and each Rating
Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Note Holder. The Securitizing
Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested
that is in the Securitizing Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation
of disclosure materials in connection with a Securitization.


 


Upon
request, each Securitizing Note Holder shall deliver to each related Non-Securitizing Note Holder drafts of the preliminary and
final offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and
servicing agreement for the Securitization of such Securitizing Note Holder’s Note and provide reasonable opportunity to
review and comment on such documents.


 


Section
27.         Notices. All notices required
hereunder shall be given by (i)  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), (ii) reputable overnight delivery service
(charges prepaid) or (iii) 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.


 


Section
28.          Broker. Each Note Holder
represents to each other that no broker was responsible for bringing about this transaction.


 






    -40-


    


    

 


Section
29.          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 14 and Section 15;


 


(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 Note Holder 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 15;


 


(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; and


 


(g)         The
Agent represents and warrants that it is a Qualified Institutional Lender.


 


Section
30.          Reserved.


 


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


 






    -41-


    


    

 


Section
32.          Resizing. Notwithstanding
any other provision of this Agreement, for so long as any Note Holder or an affiliate thereof (each, an “Original Entity”)
is the owner of any Non-Lead Securitization Note that is not included in a Securitization (each, an “Owned Note”),
such Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower
to execute amended and restated notes or additional notes (in each case, as applicable, “New Notes”) reallocating
the principal of an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes
in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate
principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned
Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such
amendments, (iii) all Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall
be automatically subject to the terms of this Agreement, (iv) the Original Entity holding the New Notes shall notify each other
Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified
allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard.
If the Lead Securitization Note Holder so requests, the Original Entity holding the New Notes (and any subsequent holder of such
Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except
for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in
Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each
other Note. In connection with the foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied,
with respect to clauses (i) through (iv), as certified by the Original Entity, on which certification the Master Servicer can
rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement
on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal.
If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling
Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable,
shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall
be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.


 


[SIGNATURE
PAGE FOLLOWS]


 






    -42-


    


    

 


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


 


	 	MORGAN STANLEY BANK, N.A., as Initial Note A-1
    Holder and Initial Agent
	 	 	 
	 	By:	/s/
    Kristin Sansone
	 	 	Name:
    Kristin Sansone
	 	 	Title:
    Executive Director



 





	 	MORGAN STANLEY BANK, N.A., as Initial Note A-2
    Holder
	 	 	 
	 	By:	/s/ Kristin Sansone
	 	 	Name:
    Kristin Sansone
	 	 	Title:
    Executive Director


  


	 	MORGAN STANLEY BANK, N.A., as Initial Note A-3
    Holder
	 	 	 
	 	By:	/s/
    Kristin Sansone
	 	 	Name:
    Kristin Sansone
	 	 	Title:
    Executive Director





 


Extra
Space Self Storage Portfolio – Agreement Between Note Holders







 



    


    


    





 


EXHIBIT
A


 


MORTGAGE LOAN SCHEDULE


 


Description
of Mortgage Loan


 


	Mortgage
    Loan Borrower:	Storage
    Portfolio II Subsidiary LLC
	Date
    of Mortgage Loan:	November 30,
    2017
	Date
    of Notes:	November 30,
    2017
	Original
    Principal Amount of Mortgage Loan:	$194,400,000
	Principal
    Amount of Mortgage Loan as of the date hereof:	$194,400,000
	Note A-1
    Principal Balance:	$92,000,000
	Note A-2
    Principal Balance:	$60,000,000
	Note A-3
    Principal Balance:	$42,400,000



 






    A-1


    


    

 








	Location
    of Mortgaged Property:	Pennsauken,
        New Jersey 

        Howell,
        New Jersey 

        Lawnside,
        New Jersey 

        Cherry
        Hill, New Jersey 

        Burlington,
        New Jersey 

        Mt
        Laurel, New Jersey 

        Lake
        Elsinore, California 

        Hemet,
        California 

        Modesto,
        California 

        San
        Bernardino, California 

        Hesperia,
        California 

        Victorville,
        California 

        Doylestown,
        Pennsylvania 

        Bensalem,
        Pennsylvania 

        Bensalem,
        Pennsylvania 

        Kingston,
        New York 

        New
        Paltz, New York 

        Memphis,
        Tennessee 

        Memphis,
        Tennessee 

        Memphis,
        Tennessee 

        Memphis,
        Tennessee 

        Memphis,
        Tennessee 

        Memphis,
        Tennessee 

        Atlanta,
        Georgia 

        Lawrenceville,
        Georgia 

        Henderson,
        Nevada 

        Las
        Vegas, Nevada 

        Brookfield,
        Connecticut 

        Tyngsboro,
        Massachusetts 

        Albuquerque,
        New Hampshire 

        Albuquerque,
        New Hampshire 

        Phoenix,
        Arizona 

        Auburndale,
        Florida 

        Killeen,
        Texas 

        St
        Louis, Missouri 

        Columbus,
        Ohio 

	Initial
    Maturity Date:	December
    1, 2027







 


 






    A-2


    


    




 


EXHIBIT
B


 


1.     Initial
Note A-1 Holder:


 


Morgan
Stanley Bank, N.A.

1585 Broadway

New York, New York 10036

Attention: Jane H. Lam


 


with
a copy to:


 


Morgan
Stanley Bank, N.A.

1221 Avenue of the Americas

New York, New York 10020

Attention: Legal Compliance Division


 


and


 


cmbs_notices@morganstanley.com


 


2.    
Initial Note A-2 Holder: 


 


Morgan
Stanley Bank, N.A.

1585 Broadway

New York, New York 10036

Attention: Jane H. Lam


 


with
a copy to:


 


Morgan
Stanley Bank, N.A.

1221 Avenue of the Americas

New York, New York 10020

Attention: Legal Compliance Division


 


and


 


cmbs_notices@morganstanley.com


 






    B-1


    


    

 


3.    
Initial Note A-3 Holder: 


 


Morgan
Stanley Bank, N.A.

1585 Broadway

New York, New York 10036

Attention: Jane H. Lam


 


with
a copy to:


 


Morgan
Stanley Bank, N.A.

1221 Avenue of the Americas

New York, New York 10020

Attention: Legal Compliance Division


 


and


 


cmbs_notices@morganstanley.com


 






    B-2


    


    

  


EXHIBIT
C



PERMITTED FUND MANAGERS


 


		1.	Westbrook
                                         Partners






		2.	DLJ
                                         Real Estate Capital Partners






		3.	iStar
                                         Financial Inc.






		4.	Capital
                                         Trust, Inc.






		5.	Lend-Lease
                                         Real Estate Investments






		6.	Archon
                                         Capital, L.P.






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






		8.	The
                                         Blackstone Group International Ltd.






		9.	Apollo
                                         Real Estate Advisors






		10.	Colony
                                         Capital, LLC






		11.	Praedium
                                         Group






		12.	JER
                                         Partners






		13.	Fortress
                                         Investment Group LLC






		14.	Lone
                                         Star Funds






		15.	Clarion
                                         Partners






		16.	Walton
                                         Street Capital, L.L.C.






		17.	Starwood
                                         Property Trust, Inc.






		18.	BlackRock,
                                         Inc.






		19.	Rialto
                                         Capital Management, LLC






		20.	Rialto
                                         Capital Advisors, LLC






		21.	Raith
                                         Capital Partners, LLC






		22.	Eightfold
                                         Real Estate Capital, L.P.



 






    C-1