Exhibit 4.17





 


EXECUTION VERSION


 


CO-LENDER AGREEMENT



 


Dated as of August 17, 2016




by and between




 


STARWOOD MORTGAGE FUNDING III LLC

(Initial Note A-1 Holder)


 


and


 


STARWOOD MORTGAGE FUNDING V LLC

(Initial Note A-2 Holder)


 


Flagler Corporate Center


 









    


     


    

 


TABLE OF CONTENTS


 





	 	 	Page
	 	 	 
	Section 1	Definitions	1
	Section 2	Servicing of the Mortgage Loan	15
	Section 3	Priority of Payments	19
	Section 4	Workout	21
	Section 5	Administration of the Mortgage Loan	21
	Section 6	Appointment of Controlling Note Holder Representative and Non- Controlling Note Holder Representative	26
	Section 7	Appointment of Special Servicer	28
	Section 8	Payment Procedure	29
	Section 9	Limitation on Liability of the Note Holders	30
	Section 10	Bankruptcy	31
	Section 11	Representations of the Note Holders	31
	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	37
	Section 24	Withholding Taxes	37
	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	40
	Section 30	Termination and Resignation of Agent	41
	Section 31	Resizing	41







 











    i


     


    

 


THIS CO-LENDER AGREEMENT
(this “Agreement”), dated as of August 17, 2016 by and between STARWOOD MORTGAGE FUNDING III LLC, a Delaware
limited liability company (“Starwood” and together with its successors and assigns in interest, in its capacity
as initial owner of the Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent,
the “Initial Agent”) and STARWOOD MORTGAGE FUNDING V LLC, a Delaware limited liability company (together
with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the “Initial Note A-2
Holder” and, together with the Initial Note A-1 Holder, the “Initial Note Holders”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Mortgage Loan Agreement (as defined herein), Starwood Mortgage Capital LLC (“Original Lender”) originated
a certain loan described on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) (the “Mortgage
Loan”) to the mortgage loan borrower described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”),
which was evidenced, inter alia, by two promissory notes (as amended, modified or supplemented, the “Notes”)
(i) one promissory note in the original principal amount of $42,000,000 (“Note A-1”) made by the Mortgage Loan
Borrower in favor of the Original Lender (“Initial Note A-1”) and (ii) one promissory note in the
original principal amount of $35,000,000 (“Note A-2”), made by the Mortgage Loan Borrower in favor of the Original
Lender (“Initial Note A-2”); and secured by three deeds of trust (as amended, modified or supplemented,
the “Mortgage”) on certain real property located as described in the Mortgage Loan Agreement (collectively,
the “Mortgaged Property”);


 


WHEREAS, the Original
Lender assigned the Initial Note A-1 to the Initial Note A-1 Holder on August 5, 2016;


 


WHEREAS, WHEREAS, the
Original Lender assigned the Initial Note A-2 to the Initial Note A-2 Holder on August 5, 2016; and


 


WHEREAS, the Initial
Note A-1 Holder and the Initial Note A-2 Holder desire to enter into this Agreement to memorialize the terms under which they,
and their successors and assigns, shall hold Note A-1 and Note A-2, respectively;


 


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


 


Section 1.            
Definitions. References to a “Section” or the “recitals” are, unless otherwise specified,
to a Section or the recitals of this Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed
thereto in the 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.


 


“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, from and after
the Securitization Date, shall mean the Certificate Administrator, if any, and if there is no Certificate Administrator, shall
mean the Trustee.


 


“Agent Office”
shall mean the designated office of the Agent in the State of New York, which office at the date of this Agreement is located at
1601 Washington Avenue, Suite 800, Miami Beach, Florida 33139, Attention: Leslie Fairbanks, 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 Noteholders


 


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


 


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


 


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


 


“Certificate
Account” shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement.


 


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


 


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


 


“Companion Distribution
Account” shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 






     2


     

    

 


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


 


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


 


“Controlling
Note Holder” shall mean the Note A-1 Holder; provided that at any time Note A-1 is included in the Lead Securitization,
references to the “Controlling Note Holder” herein shall mean the holders of the majority of the class of securities
issued in the Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned
the rights to exercise the rights of the “Controlling Note Holder” hereunder, as and to the extent provided in the
Lead Securitization Servicing Agreement; provided that if at any time 50% or more of Note A-1 (or class of securities issued
in the Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned the rights
to exercise the rights of the “Controlling Note Holder”) is held by the Mortgage Loan Borrower or an Affiliate of the
Mortgage Loan Borrower, Note A-1 (or the class of securities issued in the Lead Securitization designated as the “controlling
class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Note Holder”)
shall not be entitled to exercise any rights of the Controlling Note Holder and the Note A-2 Holder shall be the Controlling Note
Holder unless 50% or more of Note A-2 (or the class of securities issued in the Non-Lead Securitization designated as the “controlling
class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Note Holder”)
is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower. If 50% or more of each of Note A-1 and Note
A-2 (or class of securities issued in the Lead Securitization and Non-Lead Securitization designated as the “controlling
class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Note Holder”)
is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, no person shall be entitled to exercise the
rights of the Controlling Note Holder.


 


“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” as defined in the Mortgage Loan Agreement.


 


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


 


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


 






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“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
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, however, that following any such
permitted transaction affecting the title to the Mortgaged Property, the Mortgage Loan Borrower for purposes of this Agreement
shall be defined to mean the successor owner of the Mortgaged Property from time to time as may be permitted pursuant to the Mortgage
Loan Documents; provided, further, however, that for the purposes of this definition, in the event that more
than one entity comprises the Mortgage Loan Borrower, the term “Mortgage Loan Borrower” shall refer to any such entity.


 


“Interest Rate”
shall mean the Interest Rate (as defined in the Mortgage Loan Documents).


 


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


 


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


 


“Lead Securitization”
shall mean (a) during the period from and after the Securitization of Note A-2 and prior to the Securitization of Note A-1, the
Note A-2 Securitization and (b) on and after the Securitization of Note A-1, the Securitization Trust to be designated by the Initial
Note A-1 Holder.


 


“Lead Securitization
Note” shall mean (a) during the period from and after the Note A-2 Securitization Date and prior to the Note A-1 Securitization
Date, Note A-2, and (b) on and after the Note A-1 Securitization Date, Note A-1.


 






     4


     

    

 


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


 


“Lead Securitization
Servicing Agreement” shall mean (i) during the period from and after the Note A-2 Securitization Date and prior to the
Note A-1 Securitization Date, the pooling and servicing agreement entered into in connection with the Securitization of Note A-2
and (ii) on and after the Note A-1 Securitization Date, the pooling and servicing agreement to be entered into in connection with
the Securitization of Note A-1. 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.


 


“Lead Securitization
Subordinate Class Representative” shall mean the “Controlling Class Representative” as defined in the Lead
Securitization Servicing Agreement or such other analogous term used in the Lead Securitization Servicing Agreement.


 


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


 


“Major Decisions”
shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement; provided
that at any time that the no Note is included in the Lead Securitization “Major Decision” shall mean:


 





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


 


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


 


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


 


(iv)       any
sale of the Mortgage Loan (when it is a Defaulted Mortgage Loan) or REO Property for less than the applicable Purchase Price (as
defined in the Lead Securitization Servicing Agreement);


 


(v)        any
determination to bring a Mortgaged Property or an REO Property into compliance with applicable environmental laws or to otherwise
address any Hazardous Materials (as defined in the Lead Securitization Servicing Agreement) located at a Mortgaged Property or
an REO Property;


 



     5


     

    

 





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


 


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


 


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


 


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


 


(x)         any
property management company changes, including, without limitation, approval of the termination of a manager and appointment of
a new property manager or franchise changes (in each case, if the lender is required to consent or approve such changes under the
Mortgage Loan Documents);


 


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


 


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


 


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


 


(xiv)      any
determination by the Master Servicer to transfer the Mortgage Loan to the Special Servicer under the circumstances described in
paragraph (c) of the definition of “Specially Serviced Mortgage Loan” (as defined in the Lead Securitization Servicing
Agreement); or


 


(xv)       any
approval of a Major Lease (as defined in the Mortgage Loan Documents) to the extent lender’s approval is required by the
Mortgage Loan Documents;.


 


“Master Servicer”
shall mean the master servicer appointed as provided in the Lead Securitization Servicing Agreement.


 






     6


     

    

  


“Monthly Payment
Date” shall mean the Monthly Payment Date (as defined in the Mortgage Loan Documents).


 


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


 


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


 


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


 


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


 


“Mortgage Loan
Agreement” shall mean the Loan Agreement, dated as of August 5, 2016, between HOFFMAN FLAGLER LLC, a Delaware limited
liability company, as Borrower, and STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company, as Lender, as the same
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.


 


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


 


“Non-Controlling
Note” shall mean Note A-2.


 


“Non-Controlling
Note Holder” means the Note A-2 Holder; provided that at any time Note A-2 is included in a Securitization, references
to the “Non-Controlling Note Holder” herein shall mean the Non-Lead Securitization Subordinate Class Representative
or any other party assigned the rights to exercise the rights of the “Non-Controlling Note Holder” hereunder, as and
to the extent provided in the related Non-Lead 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 if at any time 50%
or more of Note A-1 is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower,


 






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Note A-1 shall not be
entitled to exercise any rights of the Controlling Note Holder and the Note A-2 Holder shall be the Controlling Note Holder unless
50% or more of Note A-2 is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower. If 50% or more of
each of Note A-1 and Note A-2 is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, no person shall
be entitled to exercise the rights of the Controlling Note Holder. 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 exercising the
rights of the “Non-Controlling Note Holder” herein or under the Lead Securitization Servicing Agreement and, (x) to
the extent that the related Non-Lead Securitization Servicing Agreement assigns such rights to more than one party or (y) to the
extent Note A-2 is split into two or more New Notes pursuant to Section 31, for purposes of this Agreement, the Non-Lead Securitization
Servicing Agreement or the holders of such New Notes shall designate one party to deal with 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 the Non-Controlling
Note Holder, as the Non-Controlling Note Holder for all purposes of this Agreement. As of the date hereof and until further notice
from the Non-Lead Securitization Note Holder (or the Non-Lead Master Servicer or another party acting on its behalf), the Initial
Note A-2 Holder is the Non-Controlling Note Holder.


 


Prior to Securitization
of the Non-Lead Securitization Note (including any New Notes), all notices, reports, information or other deliverables required
to be delivered to the Non-Lead Securitization Note Holder or the Non-Controlling 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 Non-Controlling Note Holder Representative (to the extent that the identity
of the Non-Controlling Note Holder Representative is known) and, when so delivered to the Non-Controlling Note Holder Representative,
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
Securitization of the Non-Lead Securitization Note, all notices, reports, information or other deliverables required to be delivered
to the Non-Lead Securitization Note Holder or the Non-Controlling 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 Non-Lead Master Servicer (who then may forward such items to the party entitled to receive such items
as and to the extent provided in the Non-Lead Securitization Servicing Agreement) and, when so delivered to the Non-Lead Master
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.


 


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


 






     8


     

    

 


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


 


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


 


“Non-Lead Master
Servicer” shall have the meaning assigned to such term in Section 2(b).


 


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


 


“Non-Lead Securitization
Note” shall mean (a) during the period from and after the Securitization of Note A-2 and prior to the Securitization
of Note A-1, Note A-1, and (b) on and after the Securitization of Note A-2, Note A-2.


 


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


 


“Non-Lead Securitization
Servicing Agreement” shall have the meaning assigned to such term in Section 2(b).


 


“Non-Lead Securitization
Subordinate Class Representative” shall mean the holders of the majority of the class of securities issued in the Securitization
of the Non-Lead Securitization Note designated as the “controlling class” pursuant to the Non-Lead Securitization Servicing
Agreement or their duly appointed representative; provided that if 50% or more of the class of securities issued in the Non-Lead
Securitization designated as the “controlling class” or such other class(es) otherwise assigned the rights to exercise
the rights of the “Controlling Note Holder”) is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage
Loan Borrower, no person shall be entitled to exercise the rights of the Non-Lead Securitization Subordinate Class Representative.


 


“Non-Lead Securitization
Trust” shall mean the Securitization Trust into which the Non-Lead Securitization Note is deposited.


 


“Non-Lead Special
Servicer” shall have the meaning assigned to such term in Section 2(b).


 


“Non-Lead Trustee”
shall have the meaning assigned to such term in Section 2(b).


 






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“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 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-1 Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-1 Holder or reductions
in such amount 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 Securitization of Note A-1.


 


“Note A-1 Securitization
Date” shall mean the effective date on which the Securitization of Note A-1 is consummated.


 


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


 


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


 


“Note A-2 Securitization
Date” shall mean the effective date on which the Securitization of Note A-2 is consummated.


 


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


 


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


 


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


 


“Notes”
shall mean, collectively, Note A-1 and Note A-2.


 


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


 


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


 






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“Percentage
Interest” shall mean, (a) with respect to the Note A-1 Holder, a fraction, expressed as a percentage, the numerator of
which is the Note A-1 Principal Balance and the denominator of which is the sum of the Note A-1 Principal Balance and the Note
A-2 Principal Balance, and (b) with respect to the Note A-2 Holder, a fraction, expressed as a percentage, the numerator of which
is the Note A-2 Principal Balance and the denominator of which is the sum of the Note A-1 Principal Balance and the Note A-2 Principal
Balance.


 


“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(d).


 


“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 (as defined herein) by, under common Control with or that Controls either of the Initial Note Holders, or


 


(b)          the
trustee on behalf of the trust certificates issued pursuant to a master trust agreement involving a CDO comprised of, or other
securitization vehicle involving, assets deposited or transferred by a Note Holder and/or one or more Affiliates (whether with
assets from others or not), provided that the securities issued in connection with such CDO or other securitization vehicle
are rated by each of the Rating Agencies that assigned a rating to one or more classes of securities issued in connection with
the Lead Securitization, or


 


(c)          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) the Lead 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 a 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 (x) has a Required Special Servicer Rating, (y) is LNR Partners,
LLC or (z) is otherwise acceptable to 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 (c)(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


 






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making or owning commercial real estate
loans (or interests therein) similar to the Mortgage 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


 


(d)          any
entity Controlled by any of the entities described in clause (b) above or approved by the Rating Agencies hereunder as a Qualified
Institutional Lender for purposes of this Agreement, or as to which the Rating Agencies have stated they would not review such
entity in connection with the subject transfer.


 


“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 is rated either of the then in effect top two rating categories of each of the applicable Rating
Agencies.


 


“Rating Agencies”
shall mean DBRS, Fitch, KBRA, Moody’s, Morningstar and S&P and their respective successors in interest or, if any of
such entities shall for any reason no longer perform the functions of a securities rating agency, any other nationally recognized
statistical rating agency reasonably designated by any Note Holder to rate the securities issued in connection with the Securitization
of the related Note; provided, however, that, at any time during which the Mortgage Loan is an asset of one or more
Securitizations, “Rating Agencies” or “Rating Agency” shall mean only those rating agencies
that are engaged from time to time to rate the securities issued in connection with the Securitizations of the Notes.


 


“Rating Agency
Confirmation” shall mean prior to a Securitization with respect to any matter, confirmation in writing (which may be
in electronic form) by each applicable Rating Agency that a proposed action, failure to act or other event so specified will not,
in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any class of certificates
(if then rated by the Rating Agency); provided that a written waiver or other acknowledgment from the Rating Agency indicating
its decision not to review the matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy the requirement
for the Rating Agency Confirmation from each Rating Agency with respect to such matter and after a Securitization, the meaning
given thereto or any analogous term in the Lead Securitization Servicing Agreement or Non-Lead Securitization Servicing Agreement,
as applicable, including any deemed Rating Agency Confirmation.


 


“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. §§229.1100-220.1125,
as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Securities
and


 






     13


     

    

 


Exchange Commission or by the staff of the Securities and Exchange Commission, or as may be provided by the Securities and
Exchange Commission or its staff from time to time.


 


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


 


“Required Special
Servicer Rating” (1) at any time that the Lead Securitization Note is included in the Lead Securitization, shall have
the meaning assigned to such term or any analogous term in the Lead Securitization Servicing Agreement, and (2) at any other time,
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
as the sole or material factor, (iv) in the case of Morningstar, either (a) the applicable replacement has a special servicer ranking
of at least “MOR CS3” by Morningstar (if ranked by Morningstar) or (b) if not ranked by Morningstar, is currently acting
as a master servicer or special servicer, as applicable, on a deal or transaction-level basis for all or a significant portion
of the related mortgage loans in other CMBS transactions rated by any of S&P, Moody’s, Fitch, DBRS or KBRA and the trustee
does not have actual knowledge that Morningstar has, and the replacement special servicer certifies that Morningstar has not, with
respect to any such other CMBS transaction, qualified, downgraded or withdrawn its rating or ratings on one or more classes of
such CMBS transaction citing servicing concerns of the applicable replacement as the sole or material factor in such rating action,
(v) in the case of KBRA, 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 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.


 


“S&P”
shall mean S&P Global Ratings, 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 one or more sales by a Note 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 a securitization of one or more mortgage loans.


 






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


 


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization pursuant to which Note A-1 or Note A-2 is held.


 


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


 


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


 


“Special Servicer”
shall mean the special servicer appointed as provided in the Lead Securitization Servicing Agreement and this Agreement.


 


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


 


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


 


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


 


“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).


 






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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 Securitization Date pursuant to 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 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 including any provisions
governing the determination of non-recoverability. Each Note Holder acknowledges that the 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,
Operating Advisor, Certificate Administrator, the Asset Representations Reviewer and the Trustee under the Lead Securitization
Servicing Agreement by the Depositor and the appointment of the initial Special Servicer by the Controlling Note Holder as may
be replaced pursuant to the terms of the Lead Securitization Servicing Agreement 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 irrevocably 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 the Note Holder set forth herein and in the Lead Securitization Servicing Agreement). In no event
shall the Lead Securitization Servicing Agreement require the Servicer to enforce the rights of any Note Holder against the other
Note Holder or limit the Servicer in enforcing the rights of one Note Holder against the other Note Holder; however, this statement
shall not be construed to otherwise limit the rights of one Note Holder with respect to the other Note Holder. Each Servicer shall
be required pursuant to the Lead Securitization Servicing Agreement 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, each Servicer
shall provide information to each Non-Lead Servicer under the Non-Lead Securitization Servicing Agreement to enable each such Non-Lead
Servicer to perform its servicing duties under the Non-Lead Securitization Servicing Agreement and each Servicer shall not take
any action or refrain from taking any action or follow any direction inconsistent with the foregoing.


 


At any time that the
Mortgage Loan is no longer subject to the provisions of the 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, however, that if the Non-Lead Securitization Note is in a Securitization, then a Rating Agency Confirmation


 






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shall have been obtained from each Rating Agency; provided, further, however, 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 was still in full force and effect with respect
to the Mortgage Loan, by the Servicer in the Lead Securitization 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.


 


(b)          The
Master Servicer shall be the master servicer on the Mortgage Loan, and from time to time it (or the Trustee, to the extent provided
in the Lead Securitization Servicing Agreement) (i) shall be required to (and the Special Servicer may, under certain circumstances
as provided in the Servicing Agreement) make Servicing Advances with respect to the Mortgage Loan, subject to the terms of the
Lead Securitization Servicing Agreement and this Agreement, and (ii) may be required to make P&I Advances on the Lead Securitization
Note, if and to the extent provided in the Lead Securitization Servicing Agreement and this Agreement. The Master Servicer, the
Special Servicer and the Trustee, as applicable, will be entitled to reimbursement for a Servicing Advance, first from funds
on deposit in the Certificate Account or Companion Distribution Account for the Mortgage Loan that (in any case) represent amounts
received on or in respect of the Mortgage Loan, and then, in the case of Nonrecoverable Servicing Advances, if such funds
on deposit in the Certificate Account or Companion Distribution Account are insufficient, from general collections of the Lead
Securitization as provided in the Lead Securitization Servicing Agreement and from general collections of the Non-Lead Securitization
as provided below. The Master Servicer, the Special Servicer and the Trustee, as applicable, will be entitled to reimbursement
for Advance Interest Amounts on a Servicing Advance or a Nonrecoverable Servicing Advance, in the manner and from the sources provided
in the Lead Securitization Servicing Agreement, including from general collections of the Lead Securitization and, in the case
of Servicing Advances or Advance Interest Amount on a Servicing Advance, from general collections of the Non-Lead Securitization
as provided below. 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 Nonrecoverable Servicing Advance or any Advance Interest Amounts
on a Servicing Advance or a Nonrecoverable Servicing Advance, the Non-Lead Securitization Note Holder (including from general collections
or any other amounts from any Non-Lead Securitization Trust) shall be required to, promptly following notice from the Master Servicer,
reimburse the Lead Securitization for its pro rata share of such Nonrecoverable Servicing Advance or Advance Interest Amounts.


 


In addition, the Non-Lead
Securitization Note Holder (including, but not limited to, any Non-Lead Securitization Trust) shall be required to, promptly following
notice from the Master Servicer or the Special Servicer, pay or reimburse the Lead Securitization for the 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 or the Depositor, as applicable, is entitled to be reimbursed pursuant to the Lead Securitization Servicing Agreement and
any costs, fees and expenses related to obtaining any Rating Agency Confirmation, to the extent amounts on deposit in the Certificate
Account or Companion Distribution Account that are allocated to the Non-Lead Securitization Note are insufficient for


 






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reimbursement
of such amounts and to the extent that funds from general collections in the Lead Securitization are applied towards the Lead Securitization
Note Holder’s pro rata share of the insufficiency. The Non-Lead Securitization Holder agrees to indemnify (i) (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 Lead Securitization Servicing Agreement) each of the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Depositor (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) and (ii) the Lead Securitization Trust (such parties in
clause (i) and the Lead Securitization Trust, collectively, 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 the servicing and administration of the Mortgage Loan and the Mortgaged Property (or, with respect to the Operating
Advisor, incurred in connection with the provision of services for the Mortgage Loan) under the Lead Securitization Servicing Agreement
(collectively, the “Indemnified Items”) to the extent of its pro rata share of such Indemnified Items,
and to the extent amounts on deposit in the Certificate Account or Companion Distribution Account that are allocated to the Non-Lead
Securitization Note are insufficient for reimbursement of such amounts, the 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, (including, if the Non-Lead Securitization Note has been included in
a Non-Lead Securitization, from general collections or any other amounts from such Non-Lead Securitization Trust).


 


The master servicer under
the Non-Lead Securitization (the “Non-Lead Master Servicer”) may be required to make P&I Advances on the
Non-Lead Securitization Note, from time to time, subject to the terms of the servicing agreement for the related Securitization
(the “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 based on the information that they have on hand and
in accordance with the Lead Securitization Servicing Agreement. The Non-Lead Master Servicer and the special servicer and the trustee
under the Non-Lead Securitization Servicing Agreement (respectively, the “Non-Lead Special Servicer” and the
“Non-Lead Trustee”), as applicable, shall be entitled to make their own recoverability determination with respect
to a P&I Advance to be made on the Non-Lead Securitization Note based on the information that they have on hand and in accordance
with the Non-Lead Securitization Servicing Agreement. The Master Servicer and the Trustee, as applicable, and the Non-Lead Master
Servicer or the Non-Lead Trustee shall 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 the Lead
Securitization Note) or the Non-Lead Master Servicer, Non-Lead Special Servicer or the Non-Lead Trustee, as applicable (with respect
to the 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


 






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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 the Non-Lead Master
Servicer or the Non-Lead Trustee (as provided in the Non-Lead Securitization Servicing Agreement, in the case of the a determination
of non-recoverability by the Non-Lead Master Servicer, the Non-Lead Special Servicer or the Non-Lead Trustee) shall notify the
Master Servicer and the Trustee, or the Non-Lead Master Servicer and the Non-Lead Trustee, as the case may be, of the other Securitization
within two business days of making such determination. Each of the Master Servicer, the Trustee, the Non-Lead Master Servicer and
the Non-Lead Trustee, as applicable, will only be entitled to reimbursement for a P&I Advance and advance interest thereon
that becomes non-recoverable first from the Certificate Account or Companion Distribution Account from amounts allocable
to the Note for which such P&I Advance was made, and then, if funds are insufficient, (i) in the case of the Lead Securitization
Note, from general collections of the Lead Securitization Trust, pursuant to the terms of the Lead Securitization Servicing Agreement
and (ii) in the case of the Non-Lead Securitization Note, from general collections of the related Securitization Trust, as and
to the extent provided in the Non-Lead Securitization Servicing Agreement.


 


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


 


(i)          the
Non-Lead Securitization Note Holder shall be responsible for its pro rata share of any Servicing Advances (and advance interest
thereon) and any additional trust fund expenses, but only to the extent that they relate to servicing and administration of the
Notes and the Mortgaged Property, including without limitation, any unpaid Special Servicing Fees,
Liquidation Fees and Workout Fees relating to the Notes, and that in the event that the funds received with respect to each respective
Note are insufficient to cover such Servicing Advances or additional trust fund expenses, (A) the Non-Lead Master Servicer will
be required to, promptly following notice from the Master Servicer or the Special Servicer, pay or reimburse the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee, or the Lead Securitization Trust, as applicable, out of general
funds in the collection account (or equivalent account) established under the Non-Lead Securitization Servicing Agreement for the
Non-Lead Securitization Note Holder’s pro rata share of any such Nonrecoverable Servicing Advances (together with
advance interest thereon) and/or additional trust fund expenses (including compensation due to the Master Servicer and the Special
Servicer to the extent related to the servicing and administration of the Mortgage Loan and the Mortgaged Property), and (B) if
the Lead Securitization Servicing Agreement permits the Master Servicer, the Special Servicer, the Certificate Administrator or
the Trustee to reimburse itself from the Lead Securitization Trust’s general account, then the Master Servicer, the Special
Servicer, the Certificate Administrator or the Trustee, as applicable, may do so, and the Non-Lead Master Servicer will be required
to, promptly following notice from the Master Servicer, the Special Servicer or the Trustee, reimburse the Lead Securitization
Trust out of general funds in the collection account (or equivalent account) established under the Non-Lead Securitization Servicing
Agreement for the Non-Lead Securitization Note Holder’s pro rata share of any such Nonrecoverable Servicing 


 






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Advances (together
with advance interest thereon) and/or additional trust fund expenses (including compensation due to the Master Servicer and the
Special Servicer to the extent related to the servicing and administration of the Mortgage Loan and the Mortgaged Property);


 


(ii)        each
of the Indemnified Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required to indemnify
each of such Indemnified Parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of Lead
Securitization Servicing Agreement and, in the case of the Lead Securitization Trust, to the extent of any additional trust fund
expenses with respect to the Mortgage Loan) by the Non-Lead Securitization Trust, 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 Certificate Account or Companion
Distribution Account that are allocated to the Non-Lead Securitization Note are insufficient for reimbursement of such amounts,
the Non-Lead Master Servicer will be required to reimburse each of the applicable Indemnified Parties for the Non-Lead Securitization
Note’s pro rata share of the insufficiency out of general funds in the collection account (or equivalent account)
established under the Non-Lead Securitization Servicing Agreement;


 


(iii)       the
Non-Lead Master Servicer, the Non-Lead Trustee or the Non-Lead Certificate Administrator 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
(i) promptly following Securitization of the Non-Lead Securitization Note, notice of the deposit of the Non-Lead Securitization
Note into a Securitization Trust (which notice shall also provide contact information for the trustee, the certificate administrator,
the Non-Lead Master Servicer, the special servicer and the party designated to exercise the rights of the “Non-Controlling
Note Holder” under this Agreement, including the Controlling Class Representative under the Non-Lead Securitization Servicing
Agreement), accompanied by a certified copy of the executed Non-Lead Securitization Servicing Agreement and (ii) notice of any
subsequent change in the identity of the Non-Lead Master Servicer or the party designated to exercise the rights of the “Non-Controlling
Note Holder” under this Agreement (together with the relevant contact information);


 


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


 


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


 


(vi)        in
the event of a proposed replacement of the Special Servicer, the Non-Lead Trustee shall use commercially reasonable efforts to
prepare and file on behalf of the Non-Lead Securitization Trust a Form 8-K relating to such replacement that complies with the
Exchange Act on the same day that a Form 8-K relating to such replacement is filed on behalf of the Lead Securitization; provided
that the Non-Lead Depositor and a


 






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responsible officer of the Non-Lead Trustee has received notice of such proposed replacement
(including any disclosure or other information required to be included in such Form 8-K as well as the requirement and timing for
filing such Form 8-K) at least 5 Business Days prior to such filing date. The Note A-1 Holder (including, as the context requires,
the Depositor, Master Servicer, Special Servicer, Trustee or controlling class representative (or analogous term) relating to the
related Lead Securitization Trust, on behalf of such Note A-1 Holder) shall be a third party beneficiary of the foregoing provision.


 


(d)          The
Lead Securitization Note Holder agrees that it shall cause the Lead Securitization Servicing Agreement to contain provisions to
the effect that (and to the extent such provisions are not included in the Lead Securitization Servicing Agreement, they shall
be deemed incorporated therein and made a part thereof):


 


(i)          
compensating interest payments as defined therein with respect to Note A-1 and Note A-2 will be allocated by the Master Servicer
between Note A-1 and Note A-2, pro rata, in accordance with their respective principal amounts. The Master Servicer shall remit
any compensating interest payment in respect of each Non-Lead Securitization Note to the related Non-Lead Securitization Note Holder;


 


(ii)        
the Master Servicer shall remit all payments received with respect to each Non-Lead Securitization Note, net of the Servicing Fees
payable to the Master Servicer and Special Servicer with respect to such Non-Lead Securitization Note, and any other applicable
fees and reimbursements payable to the Master Servicer, the Special Servicer and the Trustee, to the related Non-Lead Securitization
Note Holder on or prior to the earlier of (A) the Master Servicer Remittance Date or (B) the business day following the “determination
date” (or analogous term) under such Non-Lead Securitization Servicing Agreement related to the Securitization of such Non-Lead
Securitization Note;


 


(iii)       with
respect to each Non-Lead Securitization Note if it is held by a Securitization, the Master Servicer agrees to deliver or cause
to be delivered to each related Non-Lead Master Servicer all reports required to be delivered by the Master Servicer to the Trustee
or Certificate Administrator under the Lead Securitization Servicing Agreement (which shall include all loan-level reports constituting
the CREFC® Investor Reporting Package (IRP)) pursuant to the terms of the Lead Securitization Servicing Agreement to the extent
related to the Mortgage Loan, the Mortgaged Property, such Non-Lead Securitization Note, the Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee on or prior to the earlier of (A) the Master Servicer Remittance Date or (B) the business
day following the “determination date” (or analogous term) under the Non-Lead Securitization Servicing Agreement related
to the Securitization of such Non-Lead Securitization Note, in each case so long as the date on which delivery is required under
this clause (iii) is at least one business day after the scheduled monthly payment date under the Mortgage Loan Agreement;


 


(iv)        in
connection with (x) any amendment of the Lead Securitization Servicing Agreement, a party to such Lead Securitization Servicing
Agreement shall provide a copy of the executed amendment to the Non-Lead Depositor and the certificate administrator


 






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under each
Non-Lead Securitization Servicing Agreement (which may be by email) in order for the related Non-Lead Securitization Note Holder
and such Non-Lead Depositor to timely comply with their obligations under the Exchange Act, and (y) the termination, resignation
and/or replacement of the Master Servicer or the Special Servicer, the related replacement Master Servicer or Special Servicer,
as applicable, shall provide all disclosure about itself that is required to be included in Form 8-K no later than the date of
effectiveness thereof;


 


(v)          each
Non-Lead Securitization Note Holder shall be a third-party beneficiary to the Lead Securitization Servicing Agreement in respect
of the rights afforded it thereunder to the extent such rights affect the related Non-Lead Securitization Note or such Non-Lead
Securitization Note Holder;


 


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


 


(vii)       Servicer
Termination Events (or such analogous term defined in the Lead Securitization Servicing Agreement) include customary market termination
events with respect to failure to make advances, failure to remit payments to any Non-Lead Securitization Note Holder as required,
failure to deliver (or cause to be delivered) materials or notices required in order for such Non-Lead Securitization Note Holder
and the related Non-Lead Depositor to timely comply with their obligations under the Exchange Act, and Rating Agency triggers with
respect to the securities issued pursuant to the related Non-Lead Securitization, subject to customary grace periods (provided,
in the case of failures related to the Exchange Act, such grace periods do not materially and adversely affect the related Non-Lead
Depositor);


 


(viii)      if
the Mortgage Loan becomes the subject of an “asset review” (or such analogous term defined in the related Non-Lead
Securitization Servicing Agreement) pursuant to a Non-Lead Securitization Servicing Agreement, the applicable parties to the Lead
Securitization Servicing Agreement shall reasonably cooperate with the related Non-Lead Asset Representations Reviewer in connection
with such asset review (or a substantially similar provision), including with respect to providing access to related underlying
documents, to the extent such Non-Lead Asset Representations Reviewer has not obtained such documents from the Note Holder that
sold the related Non-Lead Securitization Note into the related Non-Lead Securitization and such documents are in the possession
of the applicable party to the Lead Securitization Servicing Agreement;


 


(ix)        each
party to the Lead Securitization Servicing Agreement shall deliver (and shall cause any sub-servicer or any servicing function
participant engaged by such party to deliver (or, in the case of a sub-servicer that the related mortgage loan seller requires
the Master Servicer to engage, a party to the Lead Securitization Servicing Agreement shall use commercially reasonable efforts
to cause each party engaged by a party to the Lead Securitization Servicing Agreement to deliver)) (x) all materials and notices
required in order for each Non-Lead Securitization Note Holder and each Non-Lead Depositor to comply with (1) their obligations
under the Exchange Act (including


 






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any required 10-D, 8-K and 10-K reporting) and (2) any applicable comment letter from the Securities
and Exchange Commission or their obligations in connection with a “deficient Exchange Act deliverable” (or such analogous
term defined in the related Non-Lead Securitization Servicing Agreement) and (y) with respect to the “Sarbanes-Oxley certification”
(or such analogous term defined in the related Non-Lead Securitization Servicing Agreement) concerning the related Non-Lead Securitization
Trust to be submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002, the applicable certification
to each Person who signs such “Sarbanes-Oxley certification” concerning the related Non-Lead Securitization Trust;
and


 


(x)          the
related Non-Lead Securitization Trust (or the applicable parties to the related Non-Lead Securitization Agreement) shall be entitled
to indemnification pursuant to industry standard indemnification provisions customary for securitizations similar to the related
Non-Lead Securitization for the failure of the applicable parties to the Lead Securitization Agreement to timely deliver (or cause
to be timely delivered) the materials or information required pursuant to clause (ix) above.


 


(e)          The
Note A-2 Holder shall give each of the parties to Note A-1 PSA (that will not also be a party to the Note A-2 PSA) notice of the
Securitization of Note A-2 in writing (which may be by e-mail) not less than five (5) Business Days’ prior to the Note A-2
Securitization Date. Such notice shall contain contact information for each of the parties to the Note A-2 PSA. In addition, after
the Note A-2 Securitization Date, the Note A-2 Holder shall send a copy of the Note A-2 PSA to each of the parties to the Note
A-1 PSA.


 


(f)           Notwithstanding
anything to the contrary contained in this Agreement, any obligation of the Servicer pursuant to the terms hereof shall be performed
by the Master Servicer or the Special Servicer, as applicable, as set forth in the Lead Securitization Servicing Agreement.


 


Section
3.          Priority of Payments.  Each Note shall be of equal
priority, and no portion of either Note shall have priority or preference over any portion of the 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 Monthly 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), but excluding (x) all amounts for required reserves or
escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan
Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property
protection expenses or Servicing Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead
Securitization Servicing Agreement and (y) all amounts that are then due, payable or reimbursable (except for (i) any
reimbursements of P&I Advances (and interest thereon) made with respect to Note A-1 or Note A-2 which may only be
reimbursed out of payments and collections allocable to Note A-1 or Note A-2, as applicable, (ii) any Servicing Fees due to
the


 






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Master Servicer in excess of the Non-Lead Securitization Note’s pro rata share of that portion
of such Servicing Fees calculated at the Servicing Fee Rate applicable to the Mortgage Loan as set forth in the Lead Securitization
Servicing Agreement) to any Servicer (or the Trustee as successor to the Servicer), with respect to the Mortgage Loan pursuant
to the Lead Securitization Servicing Agreement (including without limitation, any additional trust fund expenses relating to the
Mortgage Loan and any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges (to the extent provided in the immediately
following paragraph), amounts paid by the Borrower in respect of modification fees or assumption fees and any other additional
compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note
Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis.


 


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 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, Non-Lead Master Servicer or Non-Lead Trustee 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 the 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 (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, (i) in the case of the remaining amount of Penalty Charges allocable to the Lead Securitization Note, be paid
to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization
Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable to the Non-Lead Securitization Note,
be paid, (x) prior to the securitization of such Note, to the Non-Lead Securitization 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.


 


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 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.


 






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(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 behalf of the Lead Securitization Note Holder) shall have the sole
and exclusive authority with respect to the administration of, and exercise of rights and remedies with respect to, the Mortgage
Loan, including, without limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan Documents or consent
to any action or failure to act by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents, call or waive
any Event of Default, accelerate the Mortgage Loan or institute any foreclosure action or other remedy, and the Non-Lead Securitization
Note Holder shall have no 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, the Non-Lead Securitization Note Holder agrees
that it shall have no right to, and 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 behalf of the Lead Securitization
Note Holder) shall not have any fiduciary duty to the 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).


 


Upon the Mortgage Loan
becoming a Defaulted Mortgage Loan, the Non-Lead Securitization Note 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) to sell the Notes as notes evidencing
one whole loan in accordance with the terms of the Lead Securitization Servicing Agreement. Notwithstanding the foregoing, the
Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead Securitization Note Holder) shall not be
permitted to sell the Mortgage Loan if it becomes a Defaulted Mortgage Loan without the written consent of the Non-Controlling
Note Holder ( provided that such consent is not required if the Non-Controlling Note Holder is the Mortgage Loan Borrower or an
affiliate of the Mortgage Loan Borrower) unless the Special Servicer has delivered to the Non-Controlling 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 material 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 reasonably requested by the Non-Controlling
Note Holder that are material to the price of the Mortgage Loan and (d) until the sale is completed, and a reasonable period of
time (but no less time than is afforded to the other offerors and the Lead Securitization Subordinate


 






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Class Representative) 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 Servicer in connection with the proposed sale; provided, that such Non-Controlling Note Holder may waive
any of the delivery or timing requirements set forth in this sentence. Subject to the terms of the Lead Securitization Servicing
Agreement, each of the Controlling Note Holder, the Controlling Note Holder Representative, the Non-Controlling Note Holder and
the Non-Controlling Note Holder Representative shall be permitted to bid at any sale of the Mortgage Loan unless such Person is
the Mortgage Loan Borrower or an agent or Affiliate of the Mortgage Loan Borrower.


 


The Non-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 the Non-Lead Securitization Note. The Non-Lead Securitization Note Holder further agrees that, upon
the request of the Lead Securitization Note Holder, the Non-Lead Securitization Note Holder shall execute and deliver to or at
the direction of the 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 the original Non-Lead Securitization Note, endorsed in blank, 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 the Non-Lead Securitization Note, and the obligations of the Non-Lead Securitization Note
Holder to execute and deliver instruments or deliver the Non-Lead Securitization Note upon request of the Lead Securitization Note
Holder, shall terminate and cease to be of any further force or effect upon the date, if any, upon which the Lead Securitization
Note is repurchased by the Note Holder that sold the Lead Securitization Note into the Lead 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 Note Holder with respect to the Lead Securitization Note or material document defect with respect to the documents
delivered by such Note Holder with respect to the Lead Securitization Note upon the consummation of the Lead Securitization. The
preceding sentence shall not be construed to grant to the Non-Lead Securitization Note Holder the benefit of any representation
or warranty made by the Note Holder that sold the Lead Securitization Note into the Lead Securitization or any document delivery
obligation imposed on such Note Holder under any mortgage loan purchase and sale agreement, instrument of transfer or other document
or instrument that may be executed or delivered by the such Note Holder 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 Mortgage 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


 






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both
Note Holders as a collective whole. 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 and/or the Trustee on behalf of the Lead Securitization Note Holder. 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. Each Non-Lead Securitization Note Holder (unless it is the same
Person as or an Affiliate of the Mortgage Loan Borrower) shall be a third-party beneficiary to the Lead Securitization Servicing
Agreement with respect to their rights as specifically provided for therein.


 


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


 


(d)          Notwithstanding
the foregoing, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall
be required (i) to provide copies of any notice, information and report that it is required to provide to the Lead Securitization
Subordinate Class Representative 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 the Non-Controlling
Note Holder (or the master servicer of Non-Controlling Note Securitization on its behalf), within the same time frame it is required
to provide to the Lead Securitization Subordinate Class Representative (for this purpose, without regard to whether such items
are actually required to be provided to the Lead Securitization Subordinate Class Representative under the Lead Securitization
Servicing Agreement due to the occurrence of a Control Termination Event or a Consultation Termination Event) and (ii) to consult
with the Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) on a strictly non-binding basis, to the
extent having received such notices, information and reports, the 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 the 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 the Non-Controlling Note Holder (or the master servicer of Non-Controlling Note Securitization
on its behalf) by the Lead Securitization Note Holder of written notice of a proposed action, together with copies of the notice,
information and report required to be provided to the Lead Securitization Subordinate Class Representative,


 






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the Lead Securitization
Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall no longer be obligated to consult with
the Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative), whether or not the 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 the Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative) set forth in the immediately preceding sentence, the Lead Securitization
Note Holder (or Servicer or Special Servicer, acting on its behalf) may make any Major Decision or take 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 Servicer or Special Servicer,
acting on its behalf) be obligated at any time to follow or take any alternative actions recommended by the Non-Controlling Note
Holder (or its Non-Controlling Note Holder Representative).


 


In addition to the consultation
rights of the Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) provided in the immediately preceding
paragraph, the Non-Controlling Note Holder shall have the right to attend annual meetings (either telephonically or in person,
in the discretion of the Servicer) with the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting
on its behalf) at the offices of the Master Servicer or the Special Servicer, as applicable, 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; provided that the Non-Controlling Note Holder, at the request of the Master Servicer or the Special
Servicer, as applicable, shall execute a confidentiality agreement in form and substance satisfactory to it, the Master Servicer
or the Special Servicer, as applicable, and the Lead Securitization Note Holder.


 


(e)          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 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


 






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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, in the event that one of the Notes is included in
a REMIC and the other 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 the other Note
Holder be reduced to offset or make-up any such payment or deficit.


 


Section 6.          Appointment
of Controlling Note Holder Representative and Non-Controlling Note Holder Representative.


 


(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 in accordance with the terms of the Lead Securitization Servicing Agreement. 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 (other than the Mortgage
Loan Borrower, its principal or any Affiliate of the Mortgage Loan Borrower), 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. 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. No Servicer, Operating
Advisor, Trustee or Certificate Administrator acting on behalf of the Lead Securitization Note Holder shall be required to recognize
any Person as a Controlling Note Holder Representative until the Controlling Note Holder has notified each Servicer, Operating
Advisor, Trustee and Certificate Administrator 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 each Servicer, Operating Advisor,
Trustee, Asset Representations Reviewer and Certificate Administrator with written confirmation of its acceptance of such appointment,
an address and facsimile number for the delivery of notices and other correspondence and a list of officers or employees of such
person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers).
The Controlling Note Holder shall promptly deliver such information to each Servicer, Operating Advisor, Asset Representations
Reviewer, Trustee and Certificate Administrator. So long as no Consultation Termination Event is in effect pursuant to the terms
of the Lead Securitization Servicing


 






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Agreement, the Controlling Note Holder Representative shall be the Lead Securitization Subordinate
Class Representative.


 


(b)          Neither
the Controlling Note Holder Representative nor the Controlling Note Holder will have any liability to the other Note Holders or
any other Person for any action taken, or for refraining from the taking of any action or the giving of any consent or the failure
to give any consent pursuant to this Agreement or the 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 the other Note Holder, and that the Controlling
Note Holder Representative may have special relationships and interests that conflict with the interests of a 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.


 


(c)          The
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 (the “Non-Controlling Note Holder Representative”).
All of the provisions relating to Controlling Note Holder and the Controlling Note Holder Representative set forth in Section 6(a)
(except those contained in the last sentence thereof) and Section 6(b) shall apply to the Non-Controlling Note Holder and the Non-Controlling
Note Holder Representative mutatis mutandis. The Non-Controlling Note Holder Representative, as of the date of this Agreement
and until the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer) is notified otherwise, shall be
the Initial Note A-2 Holder.


 


(d)          The
Controlling Note Holder shall be entitled to exercise the rights and powers granted to the Lead Securitization Note hereunder and
the rights and powers granted to the “Controlling Class Representative” or similar party under, and as defined
in, the Lead Securitization Servicing Agreement with respect to the Mortgage Loan. In addition, subject to the terms of the Lead
Securitization Servicing Agreement, the Controlling Note Holder shall be entitled to advise (1) the Special Servicer with respect
to all matters related to a “Specially Serviced Mortgage Loan” (as defined in the Lead Securitization Servicing
Agreement) and (2) the Special Servicer with respect to all matters for which the Master Servicer must obtain the consent or deemed
consent of the Special Servicer, and, except as set forth below (i) the Master Servicer shall not be permitted to implement any
Major Decision unless it has obtained the prior written consent of the Special Servicer and (ii) the Special Servicer shall not
be


 






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permitted to consent to the Master Servicer’s implementing any Major Decision nor will the Special Servicer itself be
permitted to implement any Major Decision as to which the Controlling Note Holder has objected in writing within ten (10) Business
Days (or 30 days with respect to an Acceptable Insurance Default if so provided for in the Lead Securitization Servicing Agreement)
after receipt of the written recommendation and analysis and such additional information requested by the Controlling Note Holder
as may be necessary in the reasonable judgment of the Controlling Note Holder in order to make a judgment with respect to such
Major Decision. The Controlling Note Holder may also direct the Special Servicer to take, or to refrain from taking, such other
actions with respect to the Mortgage Loan as the Controlling Note Holder may deem advisable.


 


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


 


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


 


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


 


The Controlling Note
Holder shall have no liability to the other Note Holders or any other party 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 may take or refrain from taking actions,
or give or refrain from giving consents, that favor the interests of one Note Holder over the other Note Holder, and that the Controlling
Note Holder may have special relationships and interests that conflict with the interests of another Note Holder and, absent willful
misconduct, bad faith or gross negligence


 






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on the part of the Controlling Note Holder agree to take no action against the Controlling
Note Holder or any of its officers, directors, employees, principals or agents as a result of such special relationships or interests,
and that the Controlling Note Holder shall not be deemed to have been grossly negligent or reckless, or to have acted in bad faith
or engaged in willful misconduct 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.


 


Section
7.           Appointment of Special Servicer. Subject to the
terms of the Lead Securitization Servicing Agreement, the Controlling Note Holder (or its Controlling Note Holder
Representative) shall have the right at any time and from time to time, with or without cause, to replace the Special
Servicer then acting with respect to the Mortgage Loan and appoint a replacement Special Servicer in lieu thereof. Any
designation by Controlling Note Holder (or its Controlling Note Holder Representative) of a Person to serve as Special
Servicer shall be made by delivering to the other Note Holder, the Master Servicer, the then existing Special Servicer and
other parties 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 (including, without
limitation, a Rating Agency Confirmation, if required by the terms of the Lead Securitization Servicing Agreement), if any.
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 the
Non-Controlling Note Holder, the 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 (or at any time that the Mortgage Loan is no longer subject to the
provisions of the Lead Securitization Servicing Agreement, the successor servicing agreement pursuant to which the Mortgage
Loan is being serviced) solely with respect to the Mortgage Loan pursuant to and in accordance with the terms of 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, the successor servicing agreement pursuant to which the Mortgage Loan is being serviced).
The Controlling Note Holder and the Non-Controlling Note Holder acknowledge and agree that any successor special
servicer appointed to replace the Special Servicer with respect to the Mortgage Loan that was terminated for cause at the
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 the Non-Controlling Note Holder. The 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


 






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Trustee, that
would otherwise be reimbursed to the Trustee from amounts on deposit in the Certificate Account or Companion Distribution Account.


 


Section 8.         Payment
Procedure.


 


(a)          The
Lead Securitization Note Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead
Securitization Servicing Agreement, will deposit or cause to be deposited all payments allocable to the Notes to the Certificate
Account or Companion Distribution Account 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 amounts to the applicable account within
one (1) Business Day after receipt of properly identified 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, however, that to the extent any
such amounts are received after 2:00 p.m. Eastern Time on any given Business Day, the Master Servicer shall use commercially reasonable
efforts to deposit such amounts into the applicable account within one (1) Business Day of receipt thereof but, in any event, the
Master Servicer shall deposit such amounts in the applicable account within two (2) Business Days of receipt thereof..


 


(b)          If
the Lead Securitization Note Holder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at
any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent
conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to the Lead Securitization Note Holder,
the Non-Lead Securitization 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 the Non-Lead
Securitization Note Holders and the Non-Lead Securitization Note Holders will 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 the 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 (or the Servicer on its behalf) makes any payment to the Non-Lead Securitization
Note Holder before the Lead Securitization Note Holder (or the Servicer on its behalf) has received the corresponding payment (it
being understood that the Lead Securitization Note Holder (or the Servicer on its behalf) is under no obligation to do so), and
the Lead Securitization Note Holder (or the Servicer on its behalf) does not receive the corresponding payment within five (5)
Business Days of its payment to the Non-Lead Securitization Note Holder, the 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


 






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Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any
amounts due hereunder from the Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments
due to the 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.


 


Section
9.          Limitation on Liability of the Note Holders. Each Note
Holder shall have no liability to the 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.


 


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 the Non-Lead Securitization Note Holder and that the Lead
Securitization Note Holder (including any Servicer and the Trustee) shall have no liability whatsoever to the 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, however, that the 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 the
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 the 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, the Non-Lead Securitization Note Holder shall
execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such


 






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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 the Servicer in connection with any Insolvency Proceeding are subject to and must be
in accordance with the Servicing Standard.


 


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. Neither Note Holder
shall have any obligation whatsoever to offer to the other Note Holder the opportunity to purchase a participation interest
in any future loans originated by such Note Holder or its Affiliates and if either Note Holder chooses to offer to the 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. Neither Note Holder shall have any obligation whatsoever to purchase from the 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 the 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.


 




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Section
14.           Sale of the Notes.


 


(a)          Each
Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber
or otherwise dispose (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other similar
agreement, excluding a repo financing or a Pledge in accordance with Section 14(d) hereof) of a Note (a “Transfer”)
except to a Qualified Institutional Lender. Promptly after the Transfer, the non-transferring Note Holder shall be provided with
(x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional
Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires
the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) 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 obtain (1) prior to a Securitization,
the consent of the non-transferring Note Holder or (2) after a Securitization of such non-transferring Note Holder’s Note,
Rating Agency Confirmation. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which
will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust,
without Rating Agency Confirmation, 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 will pay the expenses
of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer and the Trustee) and
all expenses relating to the confirmation from the Rating Agencies in connection with any such Transfer. Notwithstanding the foregoing,
each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder, the Rating Agencies or
any other Person, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in its Note. None of the provisions
of this Section 14(a) shall apply in the case of (1) a sale of Note A-1 together with Note A-2, in accordance with the terms and
conditions of the Lead Securitization 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.


 


For
the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage
any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade
or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination,
or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only)
be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise
engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise
engage in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation
pursuant


 



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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.


 


(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.


 


(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 Rating Agency (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 the other Note Holder and any Servicer that
a Pledge has been effected (including the name and address of the applicable Note Pledgee), the 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 the 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 the 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 the other Note Holder and any Servicer from any liability to the pledging Note Holder on account of such


 



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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, 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


 






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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 Holder is so registered shall be deemed and treated as the sole owner and
holder thereof for all purposes of this Agreement, except in the case of the Initial Note A-1 Holder and the Initial Note A-2
Holder who may hold their Notes through a nominee. Upon request of a Note Holder (including a Servicer on its behalf), the Agent
shall provide such party with the names and addresses of the other Note Holder. To the extent the Trustee or another party is
appointed as Agent 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 the 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


 






     39


     

    

 


STATE
OF NEW YORK, THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM
ANY THEREOF;


 


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


 


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


 


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


 


Section
18.          Modifications.
This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by the Note A-1 Holder
and the Note A-2 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 receiving a written confirmation from each Rating Agency that such amendment
or modification will not result in a qualification, withdrawal or downgrade of its then current ratings of the securities issued
in connection with the related Securitization; provided that no such Rating Agency confirmation shall be required in connection
with a modification or amendment (i) to cure any ambiguity, (ii) to correct or supplement any provisions herein that may be defective
or inconsistent with any other provisions of this Agreement, the Lead Securitization Servicing Agreement or the final disclosure
documents relating to the Lead Securitization, or (iii) entered into pursuant to Section 31 of this Agreement.


 


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, Special Servicer, Non-Lead Master Servicer, Non-Lead Special Servicer, 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.


 


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.


 



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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 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 the Non-Lead
Securitization Note Holder with respect to the Mortgage Loan as a result of the Non-Lead Securitization Note Holder constituting
a Non-Exempt Person, the Lead Securitization Note Holder, in its capacity as servicer, shall be entitled to do so with respect
to the 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 the 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)          The
Non-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 the Non-Lead
Securitization Note Holder in reliance upon any representation, certificate, statement, document or instrument made or provided
by the Non-Lead Securitization 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 Non-Lead Securitization 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) the Non-Lead Securitization Note Holder, upon request of the Lead


 






     41


     

    

 


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)          The
Non-Lead Securitization Note Holder represents to the Lead Securitization Note Holder (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, the
Non-Lead Securitization Note Holder shall deliver to the Lead Securitization Note Holder or 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 the Non-Lead Securitization
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 the Non-Lead Securitization 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) or Form W-8BEN, 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 the Non-Lead Securitization Note or otherwise until the Non-Lead Securitization Note Holder shall have furnished to the Lead
Securitization Note Holder requested forms, certificates, statements or documents.


 


Section
25.          Custody of Mortgage Loan Documents. The originals of all
of the Mortgage Loan Documents (other than the Non-Lead Securitization Note) (a) prior to the Lead Securitization will be held
by the Initial Agent and (b) after the Lead Securitization, will be held by the Lead Securitization Note Holder (in the name of
the Trustee and held by a duly appointed custodian therefor in accordance with the Lead Securitization Servicing Agreement), in
each case, on behalf of the registered holders of the Notes.


 


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 Lead Securitization Note Holder,
the Non-Lead Securitization Note Holder shall use reasonable efforts, at Lead Securitization Note Holder’s expense, to satisfy,
and to cooperate with the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market


 



     42


     

    

 


standards
to which the Lead Securitization Note Holder customarily adheres or which may be reasonably required in the marketplace or by
the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications
to this Agreement or the Mortgage Loan Documents and to cooperate with the Lead Securitization Note Holder in attempting to cause
the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably
requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with
the Lead Securitization or otherwise at any time prior to the Lead Securitization, the Non-Lead Securitization Note Holder shall
not be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable)
in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any
payments due to or priority of such payments to, the Non-Lead Securitization Note Holder or (ii) materially increase the
Non-Lead Securitization Note Holders’ obligations or materially decrease the Non-Lead Securitization Note Holders’
rights, remedies or protections. In connection with the Lead Securitization, Non-Lead Securitization Note Holder agrees to provide
for inclusion in any disclosure document relating to the Lead Securitization such information concerning the Non-Lead Securitization
Note Holder and the Non-Lead Securitization Note as the Lead Securitization Note Holder reasonably determines to be necessary
or appropriate, and the Non-Lead Securitization Note Holder covenants and agrees that it shall, at the Lead Securitization Note
Holder’s expense, cooperate with the reasonable requests of each Rating Agency and Lead Securitization Note Holder in connection
with the Lead Securitization (including, without limitation, reasonably cooperating with the Lead Securitization Noteholder (without
any obligation to make additional representations and warranties) to enable the Lead Securitization Noteholder to make all necessary
certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage
Loan and the Lead 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 the Non-Lead Securitization
Note Holder and the Non-Lead Securitization Note in any Securitization document. The Non-Lead Securitization Note Holder acknowledges
that the information provided by it to the Lead Securitization Note Holder may be incorporated into the offering documents for
the Lead Securitization. The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information
supplied by, or on behalf of, the Non-Lead Securitization Note Holder. The Lead Securitization Note Holder will reasonably cooperate
with the Non-Lead Securitization Note Holder by providing all information reasonably requested that is in the Lead Securitization
Note Holder’s possession in connection with the Non-Lead Securitization Note Holders’ preparation of disclosure materials
in connection with a Securitization.


 


Upon
request, the Lead Securitization Note Holder shall deliver to the Non-Lead Securitization Note Holder drafts of the preliminary
and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents
and the Lead Securitization Servicing Agreement and provide reasonable opportunity to review and comment on such documents.


 


Section
27.          Notices.
All notices required hereunder shall be given by (i) telephone (confirmed promptly in writing) or shall be in writing and
personally delivered, (ii) sent by facsimile transmission (during business hours) if the sender on the same day sends a


 






     43


     

    

 


confirming
copy of such notice by reputable overnight delivery service (charges prepaid), (iii) reputable overnight delivery service
(charges prepaid) or (iv) certified United States mail, postage prepaid return receipt requested, and addressed to the respective
parties at their addresses set forth on Exhibit B hereto, or at such other address as any party shall hereafter inform the
other party by written notice given as aforesaid. All written notices so given shall be deemed effective upon receipt.


 


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


 


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.           Termination and Resignation of Agent.


 


(a)          The
Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Note Holder. In the event
that the Agent is terminated pursuant to this Section 30, all of its rights and obligations under this Agreement shall be terminated,
other than any rights or obligations that accrued prior to the date of such termination.


 






     44


     

    

 


(b)          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. Starwood, 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 Certificate Administrator shall be deemed to have been automatically appointed
as the successor Agent under this Agreement in place of Starwood without any further notice or other action. The termination or
resignation of such Certificate Administrator, as Certificate Administrator under the Lead Securitization Servicing Agreement,
shall be deemed a termination or resignation of such Certificate Administrator as Agent under this Agreement.


 


 Section
31.          Resizing.
Notwithstanding any other provision of this Agreement, for so long as Starwood or an affiliate thereof (a “Starwood Entity”)
is the owner of a Note or a portion thereof that has not been sold pursuant to a Securitization (such Note or portion thereof,
the “Owned Note”), such Starwood 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 either case, “New Notes”)
reallocating the principal of the Owned Note to such New Notes; or severing the Owned Note into one or more further “component”
notes in the aggregate principal amount equal to the then outstanding principal balance of the 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 the 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 Starwood Entity holding the New Notes
shall notify the Lead Securitization 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 Starwood 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 the other Note. In connection with the foregoing (provided the conditions set forth in (i) through (v)
above are satisfied, with respect to (i) through (iv), as certified by the Starwood 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 the Non-Controlling Note
Holder hereunder, the “Non-Controlling Note Holder” of such New Notes shall be as provided in the definition of such
term in this Agreement.


 






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


 


[SIGNATURE
PAGE FOLLOWS]


 




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


 


	 	STARWOOD MORTGAGE FUNDING III LLC, a Delaware
    limited liability company, as Initial Note A-1 Holder
	 	 
	 	By: 	/s/ Grace
    Y. Chiang
	 	 	Name: Grace
    Y. Chiang
Title:   Senior Vice President
	 	 	 





	 	STARWOOD MORTGAGE FUNDING V LLC, a Delaware
    limited liability company, as Initial Note A-2 Holder
	 	 
	 	By: 	/s/ Grace
    Y. Chiang
	 	 	Name: Grace
    Y. Chiang
Title:   Senior Vice President


 


(Co-Lender
Agreement – Flagler Corporate Center)




     


     

    

 


EXHIBIT
A



MORTGAGE LOAN SCHEDULE


 


Description
of Mortgage Loan


 


	Mortgage
    Loan Borrower:	HOFFMAN
    FLAGLER LLC, a Delaware limited liability company
	Date
    of Mortgage Loan:	August
    5, 2016
	Date
    of Notes:	August
    5, 2016
	Original
    Principal Amount of Mortgage Loan:	$77,000,000
	Principal
    Amount of Mortgage Loan as of the date hereof:	$77,000,000
	Initial
    Note A-1 Principal Balance:	$42,000,000
	Initial
    Note A-2 Principal Balance:	$35,000,000
	Location
    of Mortgaged Property:	Miami,
    Florida
	Initial
    Maturity Date:	August
    6, 2026


 


     A-1


     

    

 


EXHIBIT
B


 


1.          Initial
Note A-1 Holder:


 


(Prior to
Securitization of Note A-1):


 


STARWOOD MORTGAGE
FUNDING III LLC



Notice Address:

Starwood Mortgage Funding III LLC

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Attention: Ms. Leslie K. Fairbanks

Facsimile No. (305) 695-5539


 


with a copy
to:



Wells Fargo Commercial Mortgage Services

Duke Energy Center

550 South Tryon St., 12th Floor

MAC D1086-120

Charlotte, North Carolina 28202

Attention: Asset Manager – Starwood Mortgage Capital

Facsimile No.: (704) 715-0036


 




     B-1


     

    

 


2.          Initial
Note A-2 Holder:


 


(Prior to
Securitization of Note A-2):


 


STARWOOD MORTGAGE
FUNDING V LLC



Notice Address:

Starwood Mortgage Funding V LLC

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Attention: Ms. Leslie K. Fairbanks

Facsimile No. (305) 695-5539


 


with a copy
to:



Wells Fargo Commercial Mortgage Services

Duke Energy Center

550 South Tryon St., 12th Floor

MAC D1086-120

Charlotte, North Carolina 28202

Attention: Asset Manager – Starwood Mortgage Capital

Facsimile No.: (704) 715-0036





 




     B-2


     

    

 


EXHIBIT
C



PERMITTED FUND MANAGERS


 










	1.	Apollo Global Real Estate
	2.	Archon Capital, L.P.
	3.	AREA Property Partners
	4.	BlackRock, Inc.
	5.	The Blackstone Group International Ltd.
	6.	Capital Trust, Inc.
	7.	Clarion Partners
	8.	Colony Capital, Inc.
	9.	DLJ Real Estate Capital Partners
	10.	Fortress Investment Group LLC
	11.	Garrison Investment Group
	12.	Goldman, Sachs & Co.
	13.	iStar Financial Inc.
	14.	J.E. Roberts Companies
	15.	Lend-Lease Real Estate Investments
	16.	LoanCore Capital
	17.	Lonestar Funds
	18.	Praedium Group
	19.	Raith Capital Partners, LLC
	20.	Rialto Capital Management, LLC
	21.	Rockpoint Group
	22.	Starwood Capital/Starwood Financial Trust
	23.	Torchlight Investors
	24.	Walton Street Capital, LLC
	25.	Westbrook Partners
	26.	WestRiver Capital
	27.	Whitehall Street Real Estate Fund, L.P.







 






     C-1