Exhibit 4.9


 








EXECUTION VERSION


 


AGREEMENT BETWEEN NOTE HOLDERS

 


Dated as of July 15, 2016



by and between

 


MORGAN STANLEY BANK, N.A.

(Initial Note A-1 Holder)


 


and


 


MORGAN STANLEY BANK, N.A.

(Initial Note A-2-1 Holder)


 


and


 


MORGAN STANLEY BANK, N.A.

(Initial Note A-2-2 Holder)


 


and


 


MORGAN STANLEY BANK, N.A.

(Initial Note A-2-3 Holder)


 


and


 


MORGAN STANLEY BANK, N.A.

(Initial Note A-3-1 Holder)


 


and


 






    	 



    	 



    

 


MORGAN STANLEY BANK, N.A.

(Initial Note A-3-2 Holder)


 


and


 


MORGAN STANLEY BANK, N.A.

(Initial Note A-4 Holder)


 


and


 


CITIGROUP GLOBAL MARKETS REALTY CORP.

(Initial Note A-5 Holder)


 


and


 


CITIGROUP GLOBAL MARKETS REALTY CORP.

(Initial Note A-6-1 Holder)


 


and


 


CITIGROUP GLOBAL MARKETS REALTY CORP.

(Initial Note A-6-2 Holder)


 


and


 


CITIGROUP GLOBAL MARKETS REALTY CORP.

(Initial Note A-7 Holder)


 


Vertex Pharmaceuticals HQ


  




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TABLE OF CONTENTS


 





	 	 	Page
	 	 	 
	Section 1.	Definitions	2
	Section 2.	Servicing of the Mortgage Loan	20
	Section 3.	Priority of Payments	26
	Section 4.	Workout	28
	Section 5.	Administration of the Mortgage Loan	28
	Section 6.	Rights of the Controlling Note Holder	32
	Section 7.	Appointment of Special Servicer	34
	Section 8.	Payment Procedure	35
	Section 9.	Limitation on Liability of the Note Holders	36
	Section 10.	Bankruptcy	37
	Section 11.	Representations of the Note Holders	37
	Section 12.	No Creation of a Partnership or Exclusive Purchase Right	38
	Section 13.	Other Business Activities of the Note Holders	38
	Section 14.	Sale of the Notes	38
	Section 15.	Registration of the Notes and Each Note Holder	41
	Section 16.	Governing Law; Waiver of Jury Trial	42
	Section 17.	Submission To Jurisdiction; Waivers	42
	Section 18.	Modifications	43
	Section 19.	Successors and Assigns; Third Party Beneficiaries	43
	Section 20.	Counterparts	43
	Section 21.	Captions	43
	Section 22.	Severability	43
	Section 23.	Entire Agreement	44
	Section 24.	Withholding Taxes	44
	Section 25.	Custody of Mortgage Loan Documents	45
	Section 26.	Cooperation in Securitization	46
	Section 27.	Notices	47
	Section 28.	Broker	47
	Section 29.	Certain Matters Affecting the Agent	47
	Section 30.	Reserved	48
	Section 31.	Resignation of Agent	48
	Section 32.	Resizing	48







 






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This AGREEMENT BETWEEN
NOTE HOLDERS (this “Agreement”), dated as of July 15, 2016 by and between MORGAN STANLEY BANK, N.A. (“MSBNA”
and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 described below, the “Initial
Note A-1 Holder” and, in its capacity as the initial agent, the “Initial Agent”), MSBNA (together
with its successors and assigns in interest, in its capacity as initial owner of Note A-2-1 described below, the “Initial
Note A-2-1 Holder”), MSBNA (together with its successors and assigns in interest, in its capacity as initial owner of
Note A-2-2 described below, the “Initial Note A-2-2 Holder”), MSBNA (together with its successors and assigns
in interest, in its capacity as initial owner of Note A-2-3 described below, the “Initial Note A-2-3 Holder”),
MSBNA (together with its successors and assigns in interest, in its capacity as initial owner of Note A-3-1 described below, the
“Initial Note A-3-1 Holder”), MSBNA (together with its successors and assigns in interest, in its capacity
as initial owner of Note A-3-2 described below, the “Initial Note A-3-2 Holder”), MSBNA (together with its
successors and assigns in interest, in its capacity as initial owner of Note A-4 described below, the “Initial Note A-4
Holder”), CITIGROUP GLOBAL MARKETS REALTY CORP. (“Citi” and, together with its successors and assigns
in interest, in its capacity as initial owner of Note A-5 described below, the “Initial Note A-5 Holder”),
Citi (together with its successors and assigns in interest, in its capacity as initial owner of Note A-6-1 described below, the
“Initial Note A-6-1 Holder”), Citi (together with its successors and assigns in interest, in its capacity as
initial owner of Note A-6-2 described below, the “Initial Note A-6-2 Holder”), and Citi (together with its
successors and assigns in interest, in its capacity as initial owner of Note A-7 described below, the “Initial Note A-7
Holder”; the Initial Note A-1 Holder, the Initial Note A-2-1 Holder, the Initial Note A-2-2 Holder, the Initial Note
A-2-3 Holder, the Initial Note A-3-1 Holder, the Initial Note A-3-2 Holder, the Initial Note A-4 Holder, the Initial Note A-5
Holder, the Initial Note A-6-1 Holder, the Initial Note A-6-2 Holder and the Initial Note A-7 Holder are referred to collectively
herein as the “Initial Note Holders”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Mortgage Loan Agreement (as defined herein), the Initial Note Holders originated a certain loan (the “Mortgage Loan”)
described on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to the mortgage loan borrower
described on the Mortgage Loan Schedule (collectively, the “Mortgage Loan Borrower”), which is evidenced, inter
alia, by ten promissory notes, each dated as of the respective dates set forth in Exhibit A hereto, and made by the
Mortgage Loan Borrower: Promissory Note A-1, in the original principal amount of $80,000,000, in favor of MSBNA (as amended, modified,
consolidated, or supplemented, “Note A-1”), Promissory Note A-2-1, in the original principal amount of $40,000,000,
in favor of MSBNA (as amended, modified, consolidated, or supplemented, “Note A-2-1”), Promissory Note A-2-2,
in the original principal amount of $30,000,000, in favor of MSBNA (as amended, modified, consolidated, or supplemented, “Note
A-2-2”), Promissory Note A-2-3, in the original principal amount of $10,000,000, in favor of MSBNA (as amended, modified,
consolidated, or supplemented, “Note A-2-3”), Promissory Note A-3-1, in the original principal amount of $70,000,000,
in favor of MSBNA (as amended, modified, consolidated, or supplemented, “Note A-3-1”), Promissory Note A-3-2,
in the original principal amount of $10,000,000, in favor of MSBNA (as amended, modified, consolidated, or


 






    	 



    	 



    

 


supplemented,
“Note A-3-2”), Promissory Note A-4, in the original principal amount of $57,500,000, in favor of MSBNA (as
amended, modified, consolidated, or supplemented, “Note A-4”), Promissory Note A-5, in the original principal
amount of $30,000,000 in favor of Citi (as amended, modified, consolidated, or supplemented, “Note A-5”), Promissory
Note A-6-1, in the original principal amount of $60,000,000, in favor of Citi (as amended, modified, consolidated, or supplemented,
“Note A-6-1”), Promissory Note A-6-2, in the original principal amount of $15,000,000, in favor of Citi (as
amended, modified, consolidated, or supplemented, “Note A-6-2”), and Promissory Note A-7, in the original principal
amount of $22,500,000, in favor of Citi (as amended, modified, consolidated, or supplemented, “Note A-7” and,
together with Note A-1, Note A-2-1, Note A-2-2, Note A-2-3, Note A-3-1, Note A-3-2, Note A-4, Note A-5, Note A-6-1 and Note A-6-2,
the “Notes”). The Notes are secured by a first mortgage (as amended, modified or supplemented, the “Mortgage”)
on certain real property located as described on the Mortgage Loan Schedule (the “Mortgaged Property”);


 


WHEREAS, MSBNA, as Initial
Note A-1 Holder, intends to sell, transfer and assign its right, title and interest in and to Note A-1 to Morgan
Stanley Mortgage Capital Holdings LLC (“MSMCH”), and MSMCH intends to sell, transfer and assign its right, title
and interest in and to Note A-1 to Wells Fargo Commercial Mortgage Securities, Inc. pursuant to a Mortgage Loan Purchase Agreement,
dated and effective on or about August 1, 2016, between Wells Fargo Commercial Mortgage Securities, Inc., as purchaser, and MSMCH,
as seller, and Wells Fargo Commercial Mortgage Securities, Inc. intends to transfer its right, title and interest in and to Note A-1
to Wilmington Trust, National Association, as trustee for Wells Fargo Commercial Mortgage Trust 2016-BNK1 pursuant to a pooling
and servicing agreement, expected to be dated as of August 1, 2016 (the “Note A-1 PSA”), between Wells Fargo
Commercial Mortgage Securities, Inc. as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors,
LLC, as special servicer, Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer, Wells Fargo
Bank, National Association as certificate administrator, and Wilmington Trust, National Association, as trustee;


 


WHEREAS, MSBNA, as Initial
Note A-3-1 Holder and Initial Note A-3-2 Holder, intends (but is not obligated) to sell, transfer and assign its right, title and
interest in and to Note A-3-1 to Cantor Commercial Real Estate Lending, L.P. (“CCRE”);


 


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


 


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


 


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


 






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


 


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


 


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


 


“Agent Office”
shall mean the designated office of the Agent, which office, as of the date of this Agreement, is the office of the Initial Note
A-1 Holder listed on Exhibit B hereto, and which is the address to which notices to and correspondence with the Agent should
be directed. The Agent may change the address of its designated office by notice to the Note Holders.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


“Commission”
shall have the meaning assigned to such term in Section 2(h)(viii).


 


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


 


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


 


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


 


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


 


“Controlling
Note” shall mean Note A-1.


 


“Controlling
Note Holder” shall mean the holder of the Controlling Note; provided that at any time the Controlling Note is
included in a Securitization, references to the “Controlling Note Holder” herein shall mean the holders of the majority
of the class of securities issued in such Securitization designated as the “controlling class” or any other party that
is assigned the rights to exercise the rights of the “Controlling Note Holder” hereunder, as and to the extent provided
in the related Securitization Servicing Agreement (including without limitation subject to any restrictions applicable to the Mortgage
Loan Borrower or affiliates of the Mortgage Loan Borrower provided in the Lead Servicing Agreement).


 


“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.


 


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


 


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


 


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


 






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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-2-1 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


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


 


“Initial Note
A-2-3 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Note
A-3-1 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Note
A-3-2 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


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


 


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


 


“Initial Note
A-6-1 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Note
A-6-2 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Note
A-7 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


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


 


“Insolvency
Proceeding” shall mean any proceeding under Title 11 of the United States Code (11 U.S.C. Sec. 101 et seq.) or
any other insolvency, liquidation, reorganization or other similar proceeding concerning the Mortgage Loan Borrower, any action
for the dissolution of the Mortgage Loan Borrower, any proceeding (judicial or otherwise) concerning the application of the assets
of the Mortgage Loan Borrower for the benefit of its creditors, the appointment of, or any proceeding seeking the appointment of,
a trustee, receiver or other similar custodian for all or any substantial part of the assets of the Mortgage Loan Borrower or any
other action concerning the adjustment of the debts of the Mortgage Loan Borrower, the cessation of business by the Mortgage Loan
Borrower, except following a sale, transfer or other disposition of all or substantially all of the assets of the Mortgage Loan
Borrower in a transaction permitted under the Mortgage Loan Documents; provided, that following any such permitted transaction
affecting the title to the Mortgaged Property, the Mortgage Loan Borrower for purposes of this


 






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


 


“Interest Rate”
shall have the meaning assigned to the term “Interest Rate” in the Mortgage Loan Agreement.


 


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


 


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


 


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


 


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


 


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


 


“Lead Securitization
Directing Certificateholder” shall mean the “Directing Certificateholder” or “Controlling Class Representative”
as defined in the Lead Securitization Servicing Agreement.


 


“Lead Securitization
Note” shall mean Note A-1.


 


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


 


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


 


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


 






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


 


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


 


“Monthly Payment
Date” shall have the meaning assigned to the term “Monthly Payment Date” in the Mortgage Loan Agreement.


 


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


 


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


 


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


 


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


 


“Mortgage Loan
Agreement” shall mean the Loan Agreement, dated as of July 15, 2016, between MSBNA and Citi, as lenders, and the
Mortgage Loan Borrower, as borrower, 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.


 


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


 


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


 


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


 






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


 


“Non-Controlling
Note Holder” means any holder of a Non-Controlling Note; provided that at any time such holder’s respective
Note is included in a Securitization, references to such “Non-Controlling Note Holder” herein shall mean the “Directing
Certificateholder”, “Controlling Class Representative” or any other party assigned the rights to exercise the
rights of such “Non-Controlling Note Holder” hereunder, as and to the extent provided in the related Non-Securitization
Servicing Agreement (including without limitation subject to any restrictions applicable to the Mortgage Loan Borrower or affiliates
of the Mortgage Loan Borrower provided in the Non-Lead 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. 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 as the representative of the “controlling class” holder(s) in respect of any Note that is exercising the
rights of a “Non-Controlling Note Holder” herein or under the Lead Securitization Servicing Agreement (it being understood
that the Lead Securitization Note Holder (or the Master Servicer or Special Servicer on its behalf) may additionally need to deal
with the master servicer, special servicer or other party to the related Securitization Servicing Agreement) and to the extent
that any related Securitization Servicing Agreement assigns such rights to more than one such party as the representative of the
“controlling class” holder(s), for purposes of this Agreement, such Securitization Servicing Agreement shall designate
one such party to deal with the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf)
as the representative of the related “controlling class” holder(s) in exercising its rights as a “Non-Controlling
Note Holder” herein or under the Lead Securitization Servicing Agreement, and such party shall 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 applicable Non-Controlling Note Holder, as the applicable Non-Controlling Note Holder under this
Agreement.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Non-Lead Securitization
Determination Date” shall mean the “determination date” (or any term substantially similar thereto) as defined
in the related Non-Lead Securitization Servicing Agreement.


 


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


 


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


 


“Non-Lead Securitization
Servicing Agreement” shall mean the Note A-2-1 PSA, Note A-2-2 PSA, Note A-2-3 PSA, the Note A-3-1 PSA, the Note A-3-2
PSA, the Note A-4 PSA, the Note A-5 PSA, the Note A-6-1 PSA, the Note A-6-2 PSA and the Note A-7 PSA, as applicable.


 


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


 


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


 


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


 


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


 


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


 


“Note A-1 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the “Note A-1 Principal Balance”
set forth on the Mortgage Loan


 






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Schedule,
less any payments of principal on Note A-1 received by the Note A-1 Holder or reductions in the principal balance thereof pursuant
to Section 3 or 4, as applicable.


 


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


 


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


 


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


 


“Note A-2-1”
shall have the meaning assigned to such term in the recitals.


 


“Note A-2-1
Holder” shall mean the Initial Note A-2-1 Holder or any subsequent holder of Note A-2-1, as applicable.


 


“Note A-2-1
Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the “Note A-2-1
Principal Balance” set forth on the Mortgage Loan Schedule, less any payments of principal on Note A-2-1 received by the
Note A-2-1 Holder or reductions in the principal balance thereof pursuant to Section 3 or 4, as applicable.


 


“Note A-2-1
PSA” shall mean the pooling and servicing agreement entered into in connection with the Note A-2-1 Securitization.


 


“Note A-2-1
Securitization” shall mean the first sale by the Note A-2-1 Holder of all or a portion of Note A-2-1 to a depositor
who will in turn include such portion of Note A-2-1 as part of the securitization of one or more mortgage loans.


 


“Note A-2-1
Securitization Date” shall mean the closing date of the Note A-2-1 Securitization.


 


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


 


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


 


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


 


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


 


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


 






    	 -10-



    	 



    

 


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


 


“Note A-2-3”
shall have the meaning assigned to such term in the recitals.


 


“Note A-2-3
Holder” shall mean the Initial Note A-2-3 Holder or any subsequent holder of Note A-2-3, as applicable.


 


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


 


“Note A-2-3
PSA” shall mean the pooling and servicing agreement entered into in connection with the Note A-2-3 Securitization.


 


“Note A-2-3
Securitization” shall mean the first sale by the Note A-2-3 Holder of all or a portion of Note A-2-3 to a depositor
who will in turn include such portion of Note A-2-3 as part of the securitization of one or more mortgage loans.


 


“Note A-2-3
Securitization Date” shall mean the closing date of the Note A-2-3 Securitization.


 


“Note A-3-1”
shall have the meaning assigned to such term in the recitals.


 


“Note A-3-1
Holder” shall mean the Initial Note A-3-1 Holder or any subsequent holder of Note A-3-1, as applicable.


 


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


 


“Note A-3-1
PSA” shall mean the pooling and servicing agreement entered into in connection with the Note A-3-1 Securitization.


 


“Note A-3-1
Securitization” shall mean the first sale by the Note A-3-1 Holder of all or a portion of Note A-3-1 to a depositor
who will in turn include such portion of Note A-3-1 as part of the securitization of one or more mortgage loans.


 


“Note A-3-1
Securitization Date” shall mean the closing date of the Note A-3-1 Securitization.


 


“Note A-3-2”
shall have the meaning assigned to such term in the recitals.


 


“Note A-3-2
Holder” shall mean the Initial Note A-3-2 Holder or any subsequent holder of Note A-3-2, as applicable.


 






    	 -11-



    	 



    

 


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


 


“Note A-3-2
PSA” shall mean the pooling and servicing agreement entered into in connection with the Note A-3-2 Securitization.


 


“Note A-3-2
Securitization” shall mean the first sale by the Note A-3-2 Holder of all or a portion of Note A-3-2 to a depositor
who will in turn include such portion of Note A-3-2 as part of the securitization of one or more mortgage loans.


 


“Note A-3-2
Securitization Date” shall mean the closing date of the Note A-3-2 Securitization.


 


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


 


“Note A-4 Holder”
shall mean the Initial Note A-4 Holder or any subsequent holder of Note A-4, as applicable.


 


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


 


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


 


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


 


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


 


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


 


“Note A-5 Holder”
shall mean the Initial Note A-5 Holder or any subsequent holder of Note A-5, as applicable.


 


“Note A-5 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the “Note A-5 Principal Balance”
set forth on the Mortgage Loan Schedule, less any payments of principal on Note A-5 received by the Note A-5 Holder or reductions
in the principal balance thereof pursuant to Section 3 or 4, as applicable.


 


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


 






    	 -12-



    	 



    

 


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


 


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


 


“Note A-6-1”
shall have the meaning assigned to such term in the recitals.


 


“Note A-6-1
Holder” shall mean the Initial Note A-6-1 Holder or any subsequent holder of Note A-6-1, as applicable.


 


“Note A-6-1
Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the “Note A-6-1
Principal Balance” set forth on the Mortgage Loan Schedule, less any payments of principal on Note A-6-1 received by the
Note A-6-1 Holder or reductions in the principal balance thereof pursuant to Section 3 or 4, as applicable.


 


“Note A-6-1
PSA” shall mean the pooling and servicing agreement entered into in connection with the Note A-6-1 Securitization.


 


“Note A-6-1
Securitization” shall mean the first sale by the Note A-6-1 Holder of all or a portion of Note A-6-1 to a depositor
who will in turn include such portion of Note A-6-1 as part of the securitization of one or more mortgage loans.


 


“Note A-6-1
Securitization Date” shall mean the closing date of the Note A-6-1 Securitization.


 


“Note A-6-2”
shall have the meaning assigned to such term in the recitals.


 


“Note A-6-2
Holder” shall mean the Initial Note A-6-2 Holder or any subsequent holder of Note A-6-2, as applicable.


 


“Note A-6-2
Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the “Note A-6-2
Principal Balance” set forth on the Mortgage Loan Schedule, less any payments of principal on Note A-6-2 received by the
Note A-6-2 Holder or reductions in the principal balance thereof pursuant to Section 3 or 4, as applicable.


 


“Note A-6-2
PSA” shall mean the pooling and servicing agreement entered into in connection with the Note A-6-2 Securitization.


 


“Note A-6-2
Securitization” shall mean the first sale by the Note A-6-2 Holder of all or a portion of Note A-6-2 to a depositor
who will in turn include such portion of Note A-6-2 as part of the securitization of one or more mortgage loans.


 


“Note A-6-2
Securitization Date” shall mean the closing date of the Note A-6-2 Securitization.


 


“Note A-7”
shall have the meaning assigned to such term in the recitals.


 






    	 -13-



    	 



    

 


“Note A-7 Holder”
shall mean the Initial Note A-7 Holder or any subsequent holder of Note A-7, as applicable.


 


“Note A-7 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the “Note A-7 Principal Balance”
set forth on the Mortgage Loan Schedule, less any payments of principal on Note A-7 received by the Note A-7 Holder or reductions
in the principal balance thereof pursuant to Section 3 or 4, as applicable.


 


“Note A-7
PSA” shall mean the pooling and servicing agreement entered into in connection with the Note A-7 Securitization.


 


“Note A-7
Securitization” shall mean the first sale by the Note A-7 Holder of all or a portion of Note A-7 to a depositor
who will in turn include such portion of Note A-7 as part of the securitization of one or more mortgage loans.


 


“Note A-7
Securitization Date” shall mean the closing date of the Note A-7 Securitization.


 


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


 


“Note Holders”
shall mean, collectively, the Note A-1 Holder, the Note A-2-1 Holder, the Note A-2-2 Holder, the Note A-2-3 Holder, the Note A-3-1
Holder, the Note A-3-2 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6-1 Holder, the Note A-6-2 Holder and the Note
A-7 Holder.


 


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


 


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


 


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


 


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


 


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


 


“Percentage
Interest” shall mean, with respect to any Note Holder, a fraction, expressed as a percentage, the numerator of which
is the principal balance of the related Note (which, with respect to the Note A-1 Holder, the Note A-2-1 Holder, the Note A-2-2
Holder, the Note A-2-3 Holder, the Note A-3-1 Holder, the Note A-3-2 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note
A-6-1 Holder, the Note A-6-2 Holder and the Note A-7 Holder shall be the Note A-1 Principal Balance, the Note A-2-1 Principal Balance,
the Note A-2-2 Principal Balance, the Note A-2-3 Principal Balance, the Note A-3-1 Principal Balance, the Note A-3-2 Principal
Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-


 






    	 -14-



    	 



    

 


6-1
Principal Balance, the Note A-6-2 Principal Balance and the Note A-7 Principal Balance, respectively) and the denominator of which
is the principal balance of the Mortgage Loan.


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 -15-



    	 



    

 


(iii)         a
Qualified Trustee in connection with (a) a securitization of, (b) the creation of collateralized debt obligations (“CDO”)
secured by, or (c) a financing through an “owner trust” of, a Note or any interest therein (any of the foregoing,
a “Securitization Vehicle”), provided that (1) one or more classes of securities issued by such
Securitization Vehicle is initially rated at least investment grade by each of the Rating Agencies that assigned a rating to one
or more classes of securities issued in connection with such Securitization Vehicle (it being understood that with respect to any
Rating Agency that assigned such a rating to the securities issued by such Securitization Vehicle, a Rating Agency Confirmation
will not be required in connection with a transfer of such Note or any interest therein to such Securitization Vehicle); (2) in
the case of a Securitization Vehicle that is not a CDO, the special servicer of such Securitization Vehicle has a Required Special
Servicer Rating or is otherwise subject to Rating Agency Confirmations from the Rating Agencies rating each Securitization (such
entity, an “Approved Servicer”) and such Approved Servicer is required to service and administer such Note or
any interest therein in accordance with servicing arrangements for the assets held by the Securitization Vehicle which require
that such Approved Servicer act in accordance with a servicing standard notwithstanding any contrary direction or instruction from
any other Person; or (3) in the case of a Securitization Vehicle that is a CDO, the CDO Asset Manager and, if applicable,
each Intervening Trust Vehicle that is not administered and managed by a CDO Asset Manager which is a Qualified Institutional Lender,
are each a Qualified Institutional Lender under clauses (i), (ii), (iv) or (v) of this definition,
or


 


(iv)         an
investment fund, limited liability company, limited partnership or general partnership having capital and/or capital commitments
of at least $250,000,000, in which (A) any Initial Note Holder, (B) a person that is otherwise a Qualified Institutional Lender
under clause (i), (ii) or (v) (with respect to an institution substantially similar to the entities referred
to in clause (i) or (ii) above), or (C) a Permitted Fund Manager, acts as a general partner, managing member, or the
fund manager responsible for the day-to-day management and operation of such investment vehicle and provided that at least
50% of the equity interests in such investment vehicle are owned, directly or indirectly, by one or more entities that are otherwise
Qualified Institutional Lenders (without regard to the capital surplus/equity and total asset requirements set forth below in the
definition), or


 


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


 


in the case of any entity referred to in
clause (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 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


 






    	 -16-



    	 



    

 


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 (c)(i), (ii), (iv)(B) or (v) above or that is the subject of
a Rating Agency Confirmation as a Qualified Institutional Lender for purposes of this Agreement from each of the Rating Agencies
engaged by the Depositor and any Non-Lead Depositor to rate the securities issued by the related Securitization Trust; or


 


(e)          in
the event that MSBNA sells Note A-3-1 to CCRE, an entity Controlled by, under common Control with or that Controls CCRE.


 


“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 (or, if not rated by an applicable Rating Agency, an equivalent (or higher) rating from any two of Fitch, Moody’s
and S&P).


 


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


 


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


 


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


 






    	 -17-



    	 



    

 


decline
or refuse to review or otherwise engage any request for Rating Agency Confirmation hereunder, such waiver, declination, or refusal
shall be deemed to eliminate, for such request only, the condition that a Rating Agency Confirmation by such Rating Agency (only)
be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise
engage in any request for a Rating Agency Confirmation hereunder shall not be deemed a waiver, declination or refusal to review
or otherwise engage in any subsequent request for a Rating Agency Confirmation hereunder and the condition for Rating Agency Confirmation
pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to
review or otherwise engage in such prior request.


 


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


 


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


 


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


 


“Required Special
Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”,
(ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage
Special Servicer, (iii) in the case of Moody’s, (A) such special servicer confirms in writing that it was appointed
to act as, and currently serves as, special servicer on a transaction-level basis on the closing date of a commercial mortgage
loan securitization with respect to which Moody’s rated one or more classes of certificates and one or more of such classes
of certificates are still outstanding and rated by Moody’s, and (B) Moody’s has not cited servicing concerns with respect
to such special servicer as the sole or a 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 rated by Moody’s in any
other commercial mortgage-backed securities transaction serviced by such special servicer prior to the time of determination, (iv)
in the case of Morningstar, such special servicer has a ranking by Morningstar equal to or higher than “MOR CS3” as
a special servicer, provided that if Morningstar has not issued a ranking with respect to such special servicer, such special servicer
is acting as special servicer in a commercial mortgage loan securitization that was rated by a Rating Agency within the twelve
(12) month period prior to the date of determination, and Morningstar has not downgraded or withdrawn the then-current rating on
any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation
of such special servicer as special servicer of such commercial mortgage securities, (v) in the case of KBRA, (a) if acting as
special servicer in a commercial mortgage loan securitization that was rated by KBRA within the twelve (12) month period prior
to the date of determination, such special servicer has not been downgraded or had withdrawn the then current rating on any class
of commercial mortgage securities or had placed any class of commercial mortgage securities on watch citing the continuation of
such


 






    	 -18-



    	 



    

 


special
servicer, as special servicer of such commercial mortgage securities, as the sole or a material reason for such downgrade or withdrawal
(or placement on watch) or (b) if not acting as special servicer in a commercial mortgage loan securitization that was rated by
KBRA in such twelve (12) month period, such special servicer receives a Rating Agency Confirmation from such Rating Agency, and
(vi) in the case of DBRS, such special servicer is currently acting as a special servicer in a CMBS transaction rated by DBRS
(as to which CMBS transaction there are outstanding CMBS rated by DBRS) and has not been cited by DBRS as having servicing concerns
that are the sole or a 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 CMBS transaction serviced by such special
servicer prior to the time of determination.


 


“Risk Retention
Consultation Party” shall mean the risk retention consultation party appointed as provided in the Lead Securitization
Servicing Agreement.


 


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


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


“Servicing Advance”
shall have the meaning assigned such term or analogous term or an analogous 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.


 


“Securitization”
shall mean the Note A-1 Securitization, the Note A-2-1 Securitization, the Note A-2-2 Securitization, the Note A-2-3 Securitization,
the Note A-3-1 Securitization, the Note A-3-2 Securitization, the Note A-4 Securitization, the Note A-5 Securitization, the Note
A-6-1 Securitization, the Note A-6-2 Securitization and the Note A-7 Securitization, as applicable.


 


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


 


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


 


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


 


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


 


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


 






    	 -19-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 2.          Servicing
of the Mortgage Loan.


 


(a)          Each
Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and
after the Lead Securitization Date by the Master Servicer and the Special Servicer pursuant to the terms of this Agreement and
the Lead Securitization Servicing Agreement; provided that the Master Servicer shall not be obligated to advance monthly
payments of principal or interest in respect of any Note other than the Lead Securitization Note 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. Each Note Holder acknowledges that any other Note
Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will, subject to Section 26,
reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. Subject
to the terms and conditions of this Agreement,


 






    	 -20-



    	 



    

 


each
Note Holder hereby irrevocably and unconditionally consents to the appointment of the Master Servicer and the Trustee under the
Lead Securitization Servicing Agreement by the Depositor and the appointment of the Special Servicer as the initial Special Servicer
by the Controlling Note Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect
to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby
appoints the Master Servicer, the Special Servicer and the Trustee in the Lead Securitization as such Note Holder’s attorney-in-fact
to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf
under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Note Holder set forth herein and
in the Lead Securitization Servicing Agreement). The Lead Securitization Servicing Agreement shall not require the Servicer to
enforce the rights of one Note Holder against any other Note Holder, and shall not limit the Servicer in enforcing the rights
of one Note Holder against any other Note Holder as may be required in order to service the Mortgage Loan as contemplated by this
Agreement and the Lead Securitization Servicing Agreement; provided, that it is also understood and agreed that nothing
in this sentence shall be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder. Each
Servicer shall be required pursuant to the Lead Securitization Servicing Agreement (i) to service the Mortgage Loan in accordance
with the Servicing Standard, the terms of the Mortgage Loan Documents, the Lead Securitization Servicing Agreement and applicable
law, (ii) to provide information to each servicer under each Non-Lead Securitization Servicing Agreement necessary to enable each
such servicer to perform its servicing duties under such Non-Lead Securitization Servicing Agreement, and (iii) to not take any
action or refrain from taking any action or follow any direction inconsistent with the foregoing. In addition, the Lead Securitization
Note Holder agrees that it shall cause the Lead Securitization Servicing Agreement to include, in all material respects (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), the provisions set forth on Schedule I hereto.


 


At any time that the
Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Note Holders agree to
cause the Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note Holders, pursuant
to a servicing agreement that has servicing terms substantially similar to the Lead Securitization Servicing Agreement and all
references herein to the “Lead Securitization Servicing Agreement” shall mean such subsequent servicing agreement;
provided, that if a Non-Lead Securitization Note is in a Securitization and the servicer(s) to be appointed under such replacement
servicing agreement would not otherwise meet the conditions to be a servicer under the Lead Securitization Servicing Agreement
that is being replaced, then a Rating Agency Confirmation shall have been obtained from each Rating Agency with respect to the
securities issued in connection with such Securitization for such Non-Lead Securitization Note; provided, further,
that until a replacement servicing agreement has been entered into, the Lead Securitization Note Holder shall cause the Mortgage
Loan to be serviced pursuant to the provisions of the Lead Securitization Servicing Agreement, as if such agreement were still
in full force and effect with respect to the Mortgage Loan, by the applicable Servicer in the Lead Securitization 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. The Note Holders acknowledge that at any time that the Mortgage Loan is no longer subject to


 






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the
provisions of the Lead Securitization Servicing Agreement, the Master Servicer shall have no further obligation to make P&I
Advances with respect to the Mortgage Loan.


 


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


 


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


 






    	 -22-



    	 



    

 


Parties”)
against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities,
fees and expenses incurred in connection with servicing and administration of the Mortgage Loan (or, with respect to the Operating
Advisor, incurred in connection with the provision of services for the Mortgage Loan) under the Lead Securitization Servicing
Agreement (collectively, the “Indemnified Items”) to the extent of its pro rata share of such Indemnified
Items, and to the extent amounts on deposit in the related “Companion Distribution Account” are insufficient for reimbursement
of such amounts, each Non-Lead Securitization Note Holder shall be required to, promptly following notice from the Master Servicer,
the Special Servicer or the Trustee, reimburse each of the applicable Indemnified Parties for its pro rata share of the
insufficiency.


 


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


 






    	 -23-



    	 



    

 


Securitization
Note, from general collections of the related Securitization Trust, as and to the extent provided in the related Non-Lead Securitization
Servicing Agreement.


 


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


 


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


 


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


 






    	 -24-



    	 



    

 


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


 


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


 


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


 


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


 






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(f)          Each Lead Securitization
Servicing Agreement shall satisfy Moody’s rating methodology for eligible accounts and permitted investments for an “Aaa”-rated
securitization.


 


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


 


(h)          The Lead Securitization
Note Holder shall:


 


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


 


(ii)          send
to the other Note Holders and the parties to each Non-Lead Securitization Servicing Agreement (that are not also party to the Lead
Securitization Servicing Agreement) (x) on the Lead Securitization Date (to the extent the applicable parties to the related Non-Lead
Securitization Servicing Agreement have been engaged by the related Non-Lead Depositor on or prior to the Lead Securitization Date),
a copy (in EDGAR-compatible format) of the execution version of the Lead Securitization Servicing Agreement, (y) within (1) one
Business Day after the date of any re-filing by the Depositor of the Lead Securitization Servicing Agreement with the Commission
to account for any changes thereto (other than a formal amendment thereto following the Lead Securitization Date), a copy (in EDGAR-compatible
format) of the re-filed Lead Securitization Servicing Agreement, and (z) promptly following distribution thereof to the parties
to the Lead Securitization Servicing Agreement, any changes made by the Depositor to the Lead Securitization Servicing Agreement
(other than a formal amendment thereto following the Lead Securitization Date).


 


(i)           Each Non-Lead
Securitization Note Holder shall provide (or cause to be provided) to the other Note Holders and the parties to any previously
executed Securitization Servicing Agreement (provided that such Securitization Servicing Agreement has been delivered to such Non-Lead
Securitization Note Holder) notice of the closing of a related Non-Lead Securitization, in writing (which may be by email) prior
to or promptly following the related Securitization Date, which notice shall include a copy of the related Non-Lead Securitization
Servicing Agreement.


 


Section 3.          Priority
of Payments. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion
of any other Note or


 






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security
therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection
with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Scheduled
Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument
securing the Mortgage Loan, Condemnation Proceeds, or Insurance Proceeds (other than proceeds, awards or settlements to be applied
to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms
of the Mortgage Loan Documents), shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes on a Pro
Rata and Pari Passu Basis; provided, that (x) all amounts for required reserves or escrows required by the Mortgage
Loan Documents to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property
protection expenses or Servicing Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization
Servicing Agreement shall be applied to the extent set forth in, and in accordance with the terms of, the Mortgage Loan Documents;
and (y) all amounts that are then due, payable or reimbursable to any Servicer with respect to the Mortgage Loan pursuant
to the Lead Securitization Servicing Agreement and any other additional compensation payable to it thereunder (including without
limitation, any additional trust fund expenses under the Lead Securitization Servicing Agreement relating to the Mortgage Loan
(but subject to the second paragraph of Section 5(d) hereof) reimbursable to, or payable by, such parties and any Special
Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges (to the extent provided in the immediately following paragraph),
but excluding (i) any P&I Advances (and interest thereon) on the Lead Securitization Note, which shall be reimbursed in accordance
with Section 2(b) hereof, and (ii) any Servicing Fees due to the Master Servicer in excess of each Non-Lead Securitization
Note’s pro rata share of that portion of such servicing fees calculated at the “primary servicing fee rate”
applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement, which such excess shall not be subject
to the allocation provisions of this Section 3) shall be payable in accordance with the Lead Securitization Servicing Agreement.


 


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


 






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Any proceeds received
from the sale of the primary servicing rights with respect to the Mortgage Loan shall be remitted, promptly upon receipt thereof,
to the Note Holders on a Pro Rata and Pari Passu Basis. Any proceeds received by any Note Holder from the sale of master servicing
rights with respect to its Note shall be for its own account.


 


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


 


Section 5.          Administration
of the Mortgage Loan.


 


(a)          Subject
to this Agreement (including but not limited to Section 5(c)) and the Lead Securitization Servicing Agreement and subject
to the rights and consents, where required, of the Controlling Note Holder Representative, the Lead Securitization Note Holder
(or the Master Servicer, the Special Servicer or the Trustee acting on its behalf) shall have the sole and exclusive authority
with respect to the administration of, and exercise of rights and remedies with respect to, the Mortgage Loan, including, without
limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan Documents or consent to any action or failure
to act by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents, call or waive any Event of Default, accelerate
the Mortgage Loan or institute any foreclosure action or other remedy, and no Non-Lead Securitization Note Holder shall have any
voting, consent or other rights whatsoever except as explicitly set forth herein with respect to the Lead Securitization Note Holder’s
administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan. Subject to this Agreement and the
Lead Securitization Servicing Agreement, no Non-Lead Securitization Note Holder shall have any right to, and each Non-Lead Securitization
Note Holder hereby presently and irrevocably assigns and conveys to the Lead Securitization Note Holder (or the Master Servicer,
the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) the rights, if any, that such Note
Holder has to, (i) call, or cause the Lead Securitization Note Holder to call, an Event of Default under the Mortgage Loan,
or (ii) exercise any remedies with respect to the Mortgage Loan or the Mortgage Loan Borrower, including, without limitation,
filing, or causing the Lead Securitization Note Holder to file, any bankruptcy petition against the Mortgage Loan Borrower. The
Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on its behalf) shall not have
any fiduciary duty to any Non-Lead Securitization Note Holder in connection with the administration of the Mortgage Loan (but the
foregoing shall not relieve the Lead Securitization Note Holder from the obligation to make any disbursement of funds as set forth
herein or its obligation to follow the Servicing Standard (in the case of the Master Servicer or the Special Servicer) or any liability
for failure to do so).


 






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Each Note Holder
hereby acknowledges the right and obligation of the Lead Securitization Note Holder (or the Special Servicer acting on behalf of
the Lead Securitization Note Holder), upon the Mortgage Loan becoming a Defaulted Loan, to sell the Notes together as notes evidencing
one whole loan in accordance with the terms of the Lead Securitization Servicing Agreement. In connection with any such sale, the
Special Servicer shall be required to sell the Notes together as notes evidencing one whole loan and shall require that all offers
be submitted to the Trustee in writing. Whether any cash offer constitutes a fair price for the Mortgage Loan shall be determined
by the Special Servicer (unless the offeror is an Interested Person, in which case the Trustee shall make such determination);
provided, that no offer from an Interested Person shall constitute a fair price unless (i) it is the highest offer received
and (ii) at least two bona fide other offers are received from independent third parties. In determining whether any offer received
represents a fair price for the Mortgage Loan, the Trustee or the Special Servicer, as applicable, shall be supplied with and shall
rely on the most recent Appraisal or updated Appraisal conducted in accordance with the Lead Securitization Servicing Agreement
within the preceding nine (9)-month period or, in the absence of any such Appraisal, on a new Appraisal. The Trustee shall select
the appraiser conducting any such new Appraisal. In determining whether any such offer constitutes a fair price for the Mortgage
Loan, the Trustee or the Special Servicer, as applicable, shall instruct the appraiser to take into account (in addition to the
results of any Appraisal or updated Appraisal that it may have obtained pursuant to the Lead Securitization Servicing Agreement),
as applicable, among other factors, the period and amount of any delinquency on the affected Mortgage Loan, the occupancy level
and physical condition of the related Mortgaged Property and the state of the local economy. The Trustee may conclusively rely
on the opinion of an Independent appraiser or other Independent expert in real estate matters with at least 5 years’ experience
in valuing or investing in loans similar to the Mortgage Loan that has been selected with reasonable care by the Trustee to determine
if such cash offer constitutes a fair price for the Mortgage Loan, and that has been retained by the Trustee at the expense of
the Note Holders in connection with making such determination. Notwithstanding the foregoing, the Lead Securitization Note Holder
(or the Special Servicer acting on its behalf) shall not be permitted to sell the Mortgage Loan without the written consent of
each Non-Lead Securitization Note Holder unless the Special Servicer has delivered to each Non-Lead Securitization Note Holder:
(a) at least 15 Business Days prior written notice of any decision to attempt to sell the Mortgage Loan; (b) at least 10 days prior
to the proposed sale date, a copy of each bid package (together with any amendments to such bid packages) received by the Special
Servicer in connection with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent
Appraisal for the Mortgage Loan, and any documents in the Servicing File reasonably requested by such Non-Lead Securitization Note
Holder; and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors
and the Lead Securitization Directing Certificateholder) prior to the proposed sale date, all information and other documents being
provided to other offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer in
connection with the proposed sale. Subject to the foregoing, each Note Holder or its Note Holder Representative shall be permitted
to submit an offer at any sale of the Mortgage Loan unless such Person is the Mortgage Loan Borrower or a Mortgage Loan Borrower
Related Party.


 


Each Note Holder
(to the extent it is not the same entity as the Lead Securitization Note Holder) hereby appoints the Lead Securitization Note Holder
as its agent, and grants to the


 






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


 


The authority
of the Lead Securitization Note Holder to sell any Non-Lead Securitization Note, and the obligations of any other Note Holder to
execute and deliver instruments or deliver the related Note upon request of the Lead Securitization Note Holder, 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 holder of such Lead Securitization Note that sold such Lead Securitization Note into such Securitization from the trust fund
established under the Lead Securitization Servicing Agreement in connection with a material breach of representation or warranty
made by such Person with respect to the Lead Securitization Note or material document defect with respect to the documents delivered
by such Person with respect to the Lead Securitization Note upon the consummation of the Lead Securitization. The preceding sentence
shall not be construed to grant to any Non-Lead Securitization Note Holder the benefit of any representation or warranty made by
the holder of the Lead Securitization Note that sold such Lead Securitization Note into the Lead Securitization or any document
delivery obligation imposed on such Person under any mortgage loan purchase and sale agreement, instrument of transfer or other
document or instrument that may be executed or delivered by such Person in connection with the Lead Securitization.


 


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


 






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party
beneficiary to the Lead Securitization Servicing Agreement with respect to its rights as specifically provided for therein.


 


(c)          Notwithstanding
the foregoing, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall
be required (i) to provide copies of any notice, information and report that it is required to provide to the Lead Securitization
Directing Certificateholder pursuant to (notwithstanding the existence of any “control termination event” (or analogous
term) under) the Lead Securitization Servicing Agreement with respect to any Major Decisions or the implementation of any recommended
actions outlined in an Asset Status Report (as defined in the Lead Securitization Servicing Agreement) relating to the Mortgage
Loan, to each Non-Lead Securitization Note Holder (or its Note Holder Representative), within the same time frame it is required
to provide to the Lead Securitization Directing Certificateholder (for this purpose, without regard to whether such items are actually
required to be provided to the Lead Securitization Directing Certificateholder under the Lead Securitization Servicing Agreement
due to the occurrence of a Control Termination Event or a Consultation Termination Event) and (ii) to consult with each 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, such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) requests
consultation with respect to any such Major Decision or the implementation of any recommended action outlined in an Asset Status
Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Controlling Note Holder (or its
Non-Controlling Note Holder Representative); provided that after the expiration of a period of ten (10) Business Days from
the delivery to such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) by the Lead Securitization
Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) of written notice of a proposed action, together
with copies of the notice, information and report required to be provided to the Lead Securitization Directing Certificateholder,
the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall no longer be obligated
to consult with such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative), whether or not such Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative) has responded within such ten (10) Business Day period (unless,
the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) proposes a new course
of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall
be deemed to begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the consultation
rights of each Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) set forth in the immediately preceding
sentence, the Lead Securitization Note Holder (or Master Servicer or Special Servicer, acting on its behalf) may 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 Master Servicer or Special Servicer, acting on its behalf) be obligated at any time to follow or take any alternative
actions recommended by a Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative).


 






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


 


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


 


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


 


Section 6.          Rights
of the Controlling Note Holder.


 


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


 






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each
case, act through the Controlling Note Holder Representative. The Controlling Note Holder Representative may be any Person, including,
without limitation, the Controlling Note Holder, any officer or employee of the Controlling Note Holder, any affiliate of the
Controlling Note Holder or any other unrelated third party (other than the Mortgage Loan Borrower, any manager of a Mortgaged
Property or any principal or Affiliate thereof). No such Controlling Note Holder Representative shall owe any fiduciary duty or
other duty to any other Person (other than the Controlling Note Holder). All actions that are permitted to be taken by the Controlling
Note Holder under this Agreement may be taken by the Controlling Note Holder Representative acting on behalf of the Controlling
Note Holder. Any Servicer acting on behalf of the Lead Securitization Note Holder shall not be required to recognize any Person
as a Controlling Note Holder Representative until the Controlling Note Holder has notified such Servicer or Trustee of such appointment
and, if the Controlling Note Holder Representative is not the same Person as the Controlling Note Holder, the Controlling Note
Holder Representative provides any Servicer or Trustee with written confirmation of its acceptance of such appointment, an address
and telecopy number for the delivery of notices and other correspondence and a list of officers or employees of such person with
whom the parties to this Agreement may deal (including their names, titles, work addresses and telecopy numbers). The Controlling
Note Holder shall promptly deliver such information to any Servicer. None of the Servicers, Operating Advisor and Trustee shall
be required to recognize any person as a Controlling Note Holder Representative until they receive such information from the Controlling
Note Holder. The Controlling Note Holder agrees to inform each such Servicer or Trustee of the then-current Controlling Note Holder
Representative.


 


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


 


Each Non-Controlling
Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights and obligations
with respect to the Mortgage Loan (with respect to such Note Holder, the “Non-Controlling Note Holder Representative”).
All of the provisions relating to the Controlling Note Holder and the Controlling Note Holder Representative set forth in the first
paragraph of this Section 6(a) (except those contained in the last sentence thereof) and the second paragraph of this Section
6(a) shall apply to each Non-Controlling Note Holder and its Non-Controlling Note Holder Representative mutatis mutandis.
The related Non-Controlling Note Holder Representative with respect to each Non-Lead Securitization Note, 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 respective Initial Note Holder, provided that at any time such Non-Lead Securitization Note is included in
a Securitization, references to the “Non-Controlling Note Holder” herein shall mean the related “Directing Certificateholder”
or “Controlling Class Representative” (or analogous term) under the Non-Lead Securitization or any other party assigned
the rights to exercise the rights of the related “Non-Controlling Note


 






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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.


 


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


 


No Controlling
Note Holder Representative or Non-Controlling Note Holder Representative shall owe any fiduciary duty to the trustee, any servicer,
any special servicer, any certificateholder in any Securitization or the other holders of any Note. No Controlling Note Holder
Representative or Non-Controlling Note Holder Representative shall have any liability to any of the trustee, any servicer, any
special servicer, any certificateholder in any Securitization or the other holders of any Notes for any action taken, or for refraining
from the taking of any action or the giving of any consent or for errors in judgment. Each holder of a Note (by acceptance of its
Note) acknowledges and agrees that (i) the Controlling Note Holder Representative and the Non-Controlling Note Holder Representative
may each have relationships and interests that conflict with those of certificateholders in any Securitization or the other holders
of any Note; (ii) the Controlling Note Holder Representative and the Non-Controlling Note Holder Representative may act solely
in its interest; (iii) the Controlling Note Holder Representative and the Non-Controlling Note Holder Representative do not have
any duties to the certificateholders in any Securitization or the other holders of any Notes; (iv) the Controlling Note Holder
Representative and the Non-Controlling Note Holder Representative may take actions that favor interests of itself over the interests
of the certificateholders in any Securitization or the other Holders; (v) neither the Controlling Note Holder Representative nor
the Non-Controlling Note Holder Representative will have any liability whatsoever to the certificateholders in any Securitization
or the other holders of any Notes or any other person (including the Borrowers) for having acted in accordance with or as permitted
under the terms of the any applicable Securitization Servicing Agreement and this paragraph; and (vi) the certificateholders in
any Securitization or the other holders of Notes may not take any action whatsoever against the Controlling Note Holder Representative
or the Non-Controlling Note Holder Representative or any of the respective affiliates, directors, officers, shareholders, members,
partners, agents or principals thereof as a result of the Controlling Note Holder Representative or the Non-Controlling Note Holder
Representative having acted in accordance with the terms of and as permitted under any applicable Securitization Servicing Agreement
and this Agreement.


 


Section
7.          Appointment of Special Servicer. The Controlling Note
Holder (or its Controlling Note Holder Representative) shall have the right (subject to the terms, conditions and limitations
in the Lead Securitization Servicing Agreement) at any time and from time to time, with or without cause, to replace the
Special Servicer then acting with respect to the Mortgage Loan and appoint a replacement Special Servicer in lieu thereof.
Any designation by the Controlling Note Holder (or its Controlling Note Holder Representative) of a Person to serve as
Special Servicer shall be made by delivering to each other Note Holder, the Master Servicer, the Special Servicer and each
other party to the Lead Securitization Servicing Agreement a written notice stating such designation and satisfying the other
conditions to such replacement as


 






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set
forth in the Lead Securitization Servicing Agreement and this Agreement (including, without limitation, a Rating Agency Communication
or a Rating Agency Confirmation, but only 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 any Non-Controlling Note Holder, such Non-Controlling
Note Holder shall have the right to direct the Trustee (or at any time that the Mortgage Loan is no longer included in a Securitization
Trust, the Controlling Note Holder) to terminate the Special Servicer under the Lead Securitization Servicing Agreement (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). Each Note Holder acknowledges and agrees that any successor special servicer appointed to
replace the Special Servicer with respect to the Mortgage Loan that was terminated for cause at a Non-Controlling Note Holder’s
direction cannot at any time be the person (or an Affiliate thereof) that was so terminated without the prior written consent
of such Non-Controlling Note Holder. Each Non-Controlling Note Holder shall be solely responsible for reimbursing the Trustee’s
or the Controlling Note Holder’s, as applicable, costs and expenses, if not paid within a reasonable time by the terminated
special servicer and, in the case of the Trustee, that would otherwise be reimbursed to the Trustee from amounts on deposit in
the Lead Securitization’s “collection account”.


 


Section 8.          Payment
Procedure.


 


(a)          The Lead
Securitization Note Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the
Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection
Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing Agreement) pursuant
to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer
acting on its behalf) shall deposit such payments to the applicable account within one Business Day of receipt of properly identified
funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan
Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business Day, the
Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account within
one (1) Business Day of receipt of such payments


 






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but,
in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days
of receipt of such payments).


 


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


 


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


 


(d)          Each Note
Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess
of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement
and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts
due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such
Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under
this Section 8 constitute absolute, unconditional and continuing obligations.


 


(e)          References
in this Section 8 to the Lead Securitization Note Holder shall be deemed to include the Master Servicer acting on its behalf.


 


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


 






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


 


Section
10.          Bankruptcy. Subject to Section 5(c), each Note
Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence,
acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise
invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or
seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to
the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the
affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not
any Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action or file any motion,
claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under
the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization
Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an
interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to any
Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy
Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote
to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the
Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The
Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, each Non-Lead Securitization Note
Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds,
conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and
evidencing of the foregoing appointment and grant. All actions taken by any Servicer in connection with any Insolvency
Proceeding are subject to and must be in accordance with the Servicing Standard and the terms of this Agreement.


 


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


 






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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. The Lead Securitization Note Holder shall have no obligation whatsoever to offer to any Non-Lead Securitization
Note Holder the opportunity to purchase a participation interest in any future loans originated by the Lead Securitization Note
Holder or its Affiliates and if the Lead Securitization Note Holder chooses to offer to any Non-Lead Securitization Note Holder
the opportunity to purchase a participation interest in any future mortgage loans originated by the Lead Securitization Note Holder
or its Affiliates, such offer shall be at such purchase price and interest rate as the Lead Securitization Note Holder chooses,
in its sole and absolute discretion. No Non-Lead Securitization Note Holder shall have any obligation whatsoever to purchase from
the Lead Securitization Note Holder a participation interest in any future loans originated by the Lead Securitization Note Holder
or its Affiliates.


 


Section 13.          Other
Business Activities of the Note Holders. Each Note Holder acknowledges that each other Note Holder or its Affiliates may make
loans or otherwise extend credit to, and generally engage in any kind of business with, the Mortgage Loan Borrower or any Affiliate
thereof, any entity that is a holder of debt secured by direct or indirect ownership interests in the Mortgage Loan Borrower or
any Affiliate thereof or any entity that is a holder of a preferred equity interest in the Mortgage Loan Borrower or any Affiliate
thereof (each, a “Mortgage Loan Borrower Related Party”), and receive payments on such other loans or extensions
of credit to Mortgage Loan Borrower Related Parties and otherwise act with respect thereto freely and without accountability in
the same manner as if this Agreement and the transactions contemplated hereby were not in effect.


 


Section 14.          Sale
of the Notes.


 


(a)          Each Note
Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose
of all or any portion of its respective Note (or a participation interest in such Note) (a “Transfer”) except
to a Qualified Institutional Lender in accordance with the terms of this Agreement. Promptly after any such Transfer, any non-transferring
Note Holders shall be provided with (x) a representation from each transferee or the transferring Note Holder certifying that
such transferee is a Qualified


 






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


 


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


 


(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 or repurchase facility to such Note Holder and


 






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that
is either a Qualified Institutional Lender or a financial institution whose long-term unsecured debt is rated at least “A”
(or the equivalent) or better by each applicable Rating Agency (or, if not rated by an applicable Rating Agency, an equivalent
(or higher) rating from any two of Fitch, Moody’s and S&P) (a “Note Pledgee”), on terms and conditions
set forth in this Section 14(c), it being further agreed that a financing provided by a Note Pledgee to a Note Holder
or any person which Controls such Note that is secured by its Note and is structured as a repurchase arrangement, shall qualify
as a “Pledge” hereunder, provided that a Note Pledgee which is not a Qualified Institutional Lender may not
take title to the pledged Note without a Rating Agency Confirmation. Upon written notice by the applicable Note Holder to each
other Note Holder and any Servicer that a Pledge has been effected (including the name and address of the applicable Note Pledgee),
each other Note Holder agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give Note Pledgee written
notice of any default by the pledging Note Holder in respect of its obligations under this Agreement of which default such Note
Holder has actual knowledge; (ii) to allow such Note Pledgee a period of ten (10) days to cure a default by the pledging
Note Holder in respect of its obligations to each other Note Holder hereunder, but such Note Pledgee shall not be obligated to
cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement shall be effective
against such Note Pledgee without the written consent of such Note Pledgee, which consent shall not be unreasonably withheld,
conditioned or delayed; (iv) that such other Note Holder shall give to such Note Pledgee copies of any notice of default
under this Agreement simultaneously with the giving of same to the pledging Note Holder and accept any cure thereof by such Note
Pledgee which such pledging Note Holder has the right (but not the obligation) to effect hereunder, as if such cure were made
by such pledging Note Holder; (v) that such other Note Holder shall deliver to Note Pledgee such estoppel certificate(s)
as Note Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory
to such other Note Holder; and (vi) that, upon written notice (a “Redirection Notice”) to each other Note
Holder and any Servicer by such Note Pledgee that the pledging Note Holder is in default, beyond any applicable cure periods,
under the pledging Note Holder’s obligations to such Note Pledgee pursuant to the applicable credit agreement between the
pledging Note Holder and such Note Pledgee (which notice need not be joined in or confirmed by the pledging Note Holder), and
until such Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee shall be entitled to receive any payments
that any Note Holder or Servicer would otherwise be obligated to pay to the pledging Note Holder from time to time pursuant to
this Agreement or the Lead Securitization Servicing Agreement. Any pledging Note Holder hereby unconditionally and absolutely
releases each other Note Holder and any Servicer from any liability to the pledging Note Holder on account of such other Note
Holder’s or Servicer’s compliance with any Redirection Notice believed by any Servicer or such other Note Holder to
have been delivered by a Note Pledgee. Note Pledgee shall be permitted to exercise fully its rights and remedies against the pledging
Note Holder to such Note Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable
law and this Agreement. In such event, the Note Holders and any Servicer shall recognize such Note Pledgee (and any transferee
other than the Mortgage Loan Borrower or any Affiliate thereof which is also a Qualified Institutional Lender at any foreclosure
or similar sale held by such Note Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, as the successor
to the pledging Note Holder’s rights, remedies and obligations under this Agreement, and any such Note Pledgee or Qualified
Institutional Lender


 






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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 (or sells, transfers or assigns as part of a repurchase facility) its interest in its Note to the Conduit as
collateral for the Conduit Inventory Loan;


 


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


 


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


 


Section 15.          Registration
of the Notes and Each Note Holder. The Agent shall keep or cause to be kept at the Agent Office books (the “Note
Register”) for the registration and transfer of the Notes. The Agent shall serve as the initial note registrar and the
Agent hereby accepts such appointment. The names and addresses of the holders of the Notes and the names and addresses of any
transferee of any Note of which the Agent has received notice, in the form of a copy of the assignment and assumption agreement
referred to in this Section 15, shall be registered in the Note Register. The Person in whose name a Note is so registered
shall be deemed and treated as the sole owner and holder thereof for all purposes of this Agreement. Upon request of a Note Holder,
the Agent shall provide such party with the names and addresses of each other Note Holder. To the extent the Trustee or another
party is appointed as Agent


 






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


 


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


 


Section 16.          Governing
Law; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT,
THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND OBLIGATIONS OF
THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE
OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW). EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT.


 


Section 17.          Submission
To Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:


 


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


 


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


 






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


 


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


 


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


 


Section 19.          Successors
and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective successors and assigns. Except as provided herein, including without limitation, with respect to the Trustee,
Certificate Administrator, Master Servicer and Special Servicer and any Non-Lead Master Servicer, Non-Lead Special Servicer or
Non-Lead Trustee, none of the provisions of this Agreement shall be for the benefit of or enforceable by any Person not a party
hereto. Subject to Section 14 and Section 15, each Note Holder may assign or delegate its rights or obligations
under this Agreement. Upon any such assignment, the assignee shall be entitled to all rights and benefits of the applicable Note
Holder hereunder. For the avoidance of doubt, the representations in Section 11 shall not be binding upon any Securitization
Trust.


 


Section 20.          Counterparts.
This Agreement may be executed in any number of counterparts and all of such counterparts shall together constitute one and the
same instrument. Delivery of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF) or
by facsimile transmission shall be effective as delivery of a manually executed original counterpart of this Agreement.


 


Section 21.          Captions.
The titles and headings of the paragraphs of this Agreement have been inserted for convenience of reference only and are not intended
to summarize or otherwise describe the subject matter of the paragraphs and shall not be given any consideration in the construction
of this Agreement.


 


Section 22.          Severability.
Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any


 






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provision
of this Agreement shall be prohibited by or invalid under applicable laws, such provision shall be ineffective to the extent of
such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.


 


Section 23.          Entire
Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained
in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.


 


Section 24.          Withholding
Taxes. (a) If the Lead Securitization Note Holder or the Mortgage Loan Borrower shall be required by law to deduct and withhold
Taxes from interest, fees or other amounts payable to any Non-Lead Securitization Note Holder with respect to the Mortgage Loan
as a result of such Non-Lead Securitization Note Holder constituting a Non-Exempt Person, such Lead Securitization Note Holder,
in its capacity as servicer, shall be entitled to do so with respect to such Non-Lead Securitization Note Holder’s interest
in such payment (all withheld amounts being deemed paid to such Note Holder), provided that the Lead Securitization Note
Holder shall furnish such Non-Lead Securitization Note Holder with a statement setting forth the amount of Taxes withheld, the
applicable rate and other information which may reasonably be requested for purposes of assisting such Note Holder to seek any
allowable credits or deductions for the Taxes so withheld in each jurisdiction in which such Note Holder is subject to tax.


 


(b)          Each Note
Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) shall and hereby agrees to indemnify the
Lead Securitization Note Holder against and hold the Lead Securitization Note Holder harmless from and against any Taxes, interest,
penalties and attorneys’ fees and disbursements arising or resulting from any failure of the Lead Securitization Note Holder
to withhold Taxes from payment made to such Note Holder in reliance upon any representation, certificate, statement, document or
instrument made or provided by such Note Holder to the Lead Securitization Note Holder in connection with the obligation of the
Lead Securitization Note Holder to withhold Taxes from payments made to such Note Holder, it being expressly understood and agreed
that (i) the Lead Securitization Note Holder shall be absolutely and unconditionally entitled to accept any such representation,
certificate, statement, document or instrument as being true and correct in all respects and to fully rely thereon without any
obligation or responsibility to investigate or to make any inquiries with respect to the accuracy, veracity, correctness or validity
of the same and (ii) such Note Holder, upon request of the Lead Securitization Note Holder and at its sole cost and expense,
shall defend any claim or action relating to the foregoing indemnification using counsel selected by the Lead Securitization Note
Holder.


 


(c)          Each Note
Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) represents (for the benefit of the Mortgage
Loan Borrower) that it is not a Non-Exempt Person and that neither the Lead Securitization Note Holder nor the Mortgage Loan Borrower
is obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise pursuant
to this Agreement. Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of
this Agreement, each Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) shall deliver
to the Lead Securitization Note Holder or


 






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Servicer,
as applicable, evidence satisfactory to the Lead Securitization Note Holder substantiating that such Note Holder is not a Non-Exempt
Person and that the Lead Securitization Note Holder is not obligated under applicable law to withhold Taxes on sums paid to it
with respect to the Mortgage Loan or otherwise under this Agreement. Without limiting the effect of the foregoing, (i) if
a Note Holder is created or organized under the laws of the United States, any state thereof or the District of Columbia, it shall
satisfy the requirements of the preceding sentence by furnishing to the Lead Securitization Note Holder an Internal Revenue Service
Form W-9 and (ii) if a Note Holder is not created or organized under the laws of the United States, any state thereof or
the District of Columbia, and if the payment of interest or other amounts by the Mortgage Loan Borrower is treated for United
States income tax purposes as derived in whole or part from sources within the United States, such Note Holder shall satisfy the
requirements of the preceding sentence by furnishing to the Lead Securitization Note Holder Internal Revenue Service Form W-8ECI,
Form W-8IMY (with appropriate attachments), Form W-8BEN or Form W-8BEN-E, or successor forms, as may be required from time to
time, duly executed by such Note Holder, as evidence of such Note Holder’s exemption from the withholding of United States
tax with respect thereto. The Lead Securitization Note Holder shall not be obligated to make any payment hereunder with respect
to any Non-Lead Securitization Note or otherwise until the holder of such Note shall have furnished to the Lead Securitization
Note Holder requested forms, certificates, statements or documents.


 


Section 25.          Custody
of Mortgage Loan Documents. Prior to the Lead Securitization Date, the originals of all of the Mortgage Loan Documents (other
than Note A-2-1, Note A-2-2, Note A-2-3, Note A-3-1, Note A-3-2, Note A-4, Note A-5, Note A-6-1, Note A-6-2 and Note A-7) will
be held by the Initial Agent on behalf of the registered holders of the Notes. On and after the Lead Securitization Date, the
originals of all of the Mortgage Loan Documents (other than Note A-2-1, Note A-2-2, Note A-2-3, Note A-3-1, Note A-3-2, Note A-4,
Note A-5, Note A-6-1, Note A-6-2 and Note A-7) shall be held in the name of the trustee (and held by a duly appointed custodian
therefor) under the Lead Securitization Servicing Agreement, on behalf of the registered holders of the Notes. On and after the
Note A-2-1 Securitization Date, Note A-2-1 shall be held in the name of the trustee (and held by a duly appointed custodian therefor)
under the Note A-2-1 PSA, on behalf of the Note A-2-1 Holder. On and after the Note A-2-2 Securitization Date, Note A-2-2 shall
be held in the name of the trustee (and held by a duly appointed custodian therefor) under the Note A-2-2 PSA, on behalf of the
Note A-2-2 Holder. On and after the Note A-2-3 Securitization Date, Note A-2-3 shall be held in the name of the trustee (and held
by a duly appointed custodian therefor) under the Note A-2-3 PSA, on behalf of the Note A-2-3 Holder. On and after the Note A-3-1
Securitization Date, Note A-3-1 shall be held in the name of the trustee (and held by a duly appointed custodian therefor) under
the Note A-3-1 PSA, on behalf of the Note A-3-1 Holder. On and after the Note A-3-2 Securitization Date, Note A-3-2 shall be held
in the name of the trustee (and held by a duly appointed custodian therefor) under the Note A-3-2 PSA, on behalf of the Note A-3-2
Holder. On and after the Note A-4 Securitization Date, Note A-4 shall be held in the name of the trustee (and held by a duly appointed
custodian therefor) under the Note A-4 PSA, on behalf of the Note A-4 Holder. On and after the Note A-5 Securitization Date, Note
A-5 shall be held in the name of the trustee (and held by a duly appointed custodian therefor) under the Note A-5 PSA, on behalf
of the Note A-5 Holder. On and after the Note A-6-1 Securitization Date, Note A-6-1 shall be held in the name of the trustee (and
held by a duly appointed custodian therefor) under the Note A-6-1 PSA, on


 






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behalf
of the Note A-6-1 Holder. On and after the Note A-6-2 Securitization Date, Note A-6-2 shall be held in the name of the trustee
(and held by a duly appointed custodian therefor) under the Note A-6-2 PSA, on behalf of the Note A-6-2 Holder. On and after the
Note A-7 Securitization Date, Note A-7 shall be held in the name of the trustee (and held by a duly appointed custodian therefor)
under the Note A-7 PSA, on behalf of the Note A-7 Holder.


 


Section 26.          Cooperation
in Securitization.


 


(a)          Each Note
Holder acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization. In connection
with a Securitization and subject to the terms of the preceding sentence, at the request of the related Securitizing Note Holder,
each related Non-Securitizing Note Holder shall use reasonable efforts, at such Securitizing Note Holder’s expense, to satisfy,
and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards
to which such Securitizing Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating
Agencies in connection with such Securitization, including, entering into (or consenting to, as applicable) any modifications to
this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage
Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by
the Rating Agencies to effect such Securitization; provided, that no Non-Securitizing Note Holder shall be required to modify
or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith,
if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to or priority
of such payments to, such Non-Securitizing Note Holder or (ii) materially increase such Non-Securitizing Note Holder’s
obligations or materially decrease such Non-Securitizing Note Holder’s rights, remedies or protections. In connection with
any Securitization, each related Non-Securitizing Note Holder shall provide for inclusion in any disclosure document relating to
such Securitization such information concerning such Non-Securitizing Note Holder and its Note as the related Securitizing Note
Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing Note Holder shall, at the Securitizing Note
Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder in connection
with such Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder (without any
obligation to make additional representations and warranties) to enable the Securitizing Note Holder to make all necessary certifications
and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such
Securitization), as well as in connection with all other matters and the preparation of any offering documents thereof and to review
and respond reasonably promptly with respect to any information relating to such Non-Securitizing Note Holder and its Note in any
Securitization document. Each Note Holder acknowledges that in connection with any Securitization, the information provided by
it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note Holder may be incorporated into the offering
documents for such Securitization. Each Securitizing Note Holder and each Rating Agency shall be entitled to rely on the information
supplied by, or on behalf of, each Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each
Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing Note


 






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Holder’s
possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure materials in connection with
a Securitization.


 


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


 


Section 27.          Notices.
All notices required hereunder shall be given by (i) personal delivery in writing, (ii) facsimile transmission (during
business hours) if the sender on the same day sends a confirming copy of such notice by reputable overnight delivery service (charges
prepaid), (iii) 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


 






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


 


Section 30.          Reserved.


  


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


 


Section 32.          Resizing.
Notwithstanding any other provision of this Agreement, for so long as any Note Holder or an affiliate thereof (each, a “Resizing
Entity”) is the owner of any Non-Lead Securitization Note (each, an “Owned Note”), such Resizing
Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute
amended and restated notes or additional notes (in each case, as applicable, “New Notes”) reallocating the
principal of an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes
in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate
principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned
Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such
amendments, (iii) all Notes pay pro rata and on a pari passu basis and such reallocated or component notes
shall be automatically subject to the terms of this Agreement, and (iv) the Resizing 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. If the Lead Securitization Note Holder so requests, the Resizing
Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability
of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the
Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent
of its holder and the consent of the holder of each other Note. In connection with the foregoing (provided the conditions set
forth in clauses (i) through (iv) above are satisfied, with respect to clauses (i) through (iv), as certified by the Resizing
Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute
amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely
for the purpose of reflecting such reallocation of principal


 






    	 -48-



    	 



    

 


and
that each New Note shall be a “Note” hereunder and for the purpose of adding and modifying any definitions related
thereto. If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or
Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”,
as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note
Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.


 


[SIGNATURE PAGE FOLLOWS]


 




    	 -49-



    	 



    

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


 





	 	MORGAN STANLEY BANK, N.A.,
    as Initial Note A-1 Holder
	 	 	 
	 	By:	/s/ Zachary Fischer
	 	 	Name: Zachary Fischer
	 	 	Title:   Executive Director



 





	 	MORGAN
STANLEY BANK, N.A., as Initial Note A-2-1 Holder
	 	 	 
	 	By:	/s/ Zachary Fischer
	 	 	Name: Zachary Fischer
	 	 	Title:   Executive Director


 





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


 





	 	MORGAN
STANLEY BANK, N.A., as Initial Note A-2-3 Holder
	 	 	 
	 	By:	/s/ Zachary Fischer
	 	 	Name: Zachary Fischer
	 	 	Title:   Executive Director


 


WFCM
2016-BNK1 – Signature Page for Vertex Intercreditor Agreement









    	 



    	 



    

 





	 	MORGAN
STANLEY BANK, N.A., as Initial Note A-3-1 Holder
	 	 	 
	 	By:	/s/ Zachary Fischer
	 	 	Name: Zachary Fischer
	 	 	Title:   Executive Director


 





	 	MORGAN
STANLEY BANK, N.A., as Initial Note A-3-2 Holder
	 	 	 
	 	By:	/s/ Zachary Fischer
	 	 	Name: Zachary Fischer
	 	 	Title:   Executive Director


 





	 	MORGAN
STANLEY BANK, N.A., as Initial Note A-4 Holder
	 	 	 
	 	By:	/s/ Zachary Fischer
	 	 	Name: Zachary Fischer
	 	 	Title:   Executive Director


 





	 	Citigroup
Global Markets Realty Corp., as Initial Note A-5 Holder
	 	 	 
	 	By:	/s/ Ana Rosu Marmann
	 	 	Name: Ana Rosu Marmann
	 	 	Title:   Authorized Signatory


 





	 	Citigroup
Global Markets Realty Corp., as Initial Note A-6-1 Holder
	 	 	 
	 	By:	/s/ Ana Rosu Marmann
	 	 	Name: Ana Rosu Marmann
	 	 	Title:   Authorized Signatory


 


WFCM
2016-BNK1 – Vertex Intercreditor Agreement


 









    	 



    	 



    

 








	 	Citigroup
Global Markets Realty Corp., as Initial Note A-6-2 Holder
	 	 	 
	 	By:	/s/ Ana Rosu Marmann
	 	 	Name: Ana Rosu Marmann
	 	 	Title:   Authorized Signatory


 


 


	 	Citigroup
Global Markets Realty Corp., as Initial Note A-7 Holder
	 	 	 
	 	By:	/s/ Ana Rosu Marmann
	 	 	Name: Ana Rosu Marmann
	 	 	Title:   Authorized Signatory





 


WFCM
2016-BNK1 – Vertex Intercreditor Agreement


 




    	 



    	 



    

 


EXHIBIT A



MORTGAGE LOAN SCHEDULE


 


Description of Mortgage Loan


 


	Mortgage Loan Borrower:

                                                                                 
	SNH SEAPORT LLC
	Date of Mortgage Loan: 	July 15, 2016
	Date of Notes: 	
        Note A-1, Note A-3-1, Note A-3-2, Note A-4, Note A-5 and Note
        A-7: July 15, 2016

         

        Note A-2-1, Note A-2-2 and Note A-2-3: July 22, 2016

         

        Note A-6-1 and Note A-6-2: August 8, 2016

         

	Original Principal Amount of Mortgage Loan:	$425,000,000
	Principal Amount of Mortgage Loan as of the date hereof:	$425,000,000
	Note A-1 Principal Balance:	$80,000,000
	Note A-2-1 Principal Balance:	$40,000,000
	Note A-2-2 Principal Balance:	$30,000,000
	Note A-2-3 Principal Balance:	$10,000,000
	Note A-3-1 Principal Balance:	$70,000,000
	Note A-3-2 Principal Balance:	$10,000,000
	Note A-4 Principal Balance:	$57,500,000
	Note A-5 Principal Balance:	$30,000,000



 






    	A-1 



    	 



    

 


	Note A-6-1 Principal Balance:	$60,000,000
	Note A-6-2 Principal Balance:	$15,000,000
	Note A-7 Principal Balance:	$22,500,000
	Location of Mortgaged Property:	(i) 50 Northern Avenue, Boston , MA and

(ii) 11 Fan Pier Boulevard, Boston, MA
	Initial Maturity Date:	November 6, 2028



 



    	A-2 



    	 



    

 


EXHIBIT B


 


1.    Initial Note A-1 Holder:


 


(Prior to Securitization of Note A-1):


 


Morgan Stanley Bank, N.A.

1585 Broadway

New York, New York 10036

Attention: Jane Lam


 


with a copy to:


 


Morgan Stanley Bank, N.A.

1221 Avenue of the Americas

New York, New York 10020

Attention: Legal Compliance Division


 


(Following
Securitization of Note A-1):


 


(i)    Depositor:


 


Wells Fargo Commercial Mortgage
Securities, Inc.

c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127 023

New York, New York 10152

Attention: A.J. Sfarra


 


with a copy to:



Jeff D. Blake, Esq.

Wells Fargo Law Department, D1053 300

301 South College St.

Charlotte, North Carolina 28288


 






    	B-1 



    	 



    

 


(ii)   Master Servicer:


  


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2016-BNK1 Asset Manager

Telecopy Number: (704) 715-0036


 


and a copy to:


 


Mayer Brown LLP

214 North Tryon Street, Suite 3800

Charlotte, North Carolina 28202

Attention: Christopher J. Brady, Esq.






 


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


 


Morgan Stanley Bank, N.A.

1585 Broadway

New York, New York 10036

Attention: Jane Lam


 


with a copy to:


 


Morgan Stanley Bank, N.A.

1221 Avenue of the Americas

New York, New York 10020

Attention: Legal Compliance Division


 


3.     Initial Note A-5 Holder, Initial Note A-6-1 Holder,
Initial Note A-6-2 Holder and Initial Note A-7 Holder:


 


Citigroup Global Markets Realty Corp.

388 Greenwich Street, 19th Floor

New York, New York 10013

Attention: Rick Simpson

Telecopier: 212-816-5343


 


with a copy to:


 


Orrick, Herrington & Sutcliffe LLP

52 West 52nd Street

New York, New York 10019

Attn: Janet Barbiere, Esq.

Facsimile No.: 212-506-5151


 




    	B-2 



    	 



    

 


EXHIBIT C



PERMITTED FUND MANAGERS


 


		1.	Alliance Bernstein





		2.	Annaly Capital Management





		3.	Apollo Real Estate Advisors





		4.	Archon Capital, L.P.





		5.	AREA Property Partners





		6.	Artemis Real Estate Partners





		7.	BlackRock, Inc.





		8.	Capital Trust, Inc.





		9.	Clarion Partners





		10.	Colony Capital, LLC / Colony Financial, Inc.





		11.	CreXus Investment Corporation/Annaly Capital Management





		12.	DLJ Real Estate Capital Partners





		13.	Dune Real Estate Partners





		14.	Eightfold Real Estate Capital, L.P.





		15.	Five Mile Capital Partners





		16.	Fortress Investment Group, LLC





		17.	Garrison Investment Group





		18.	Goldman, Sachs & Co.





		19.	H/2 Capital Partners LLC





		20.	Hudson Advisors





		21.	Investcorp International





		22.	iStar Financial Inc.





		23.	J.P. Morgan Investment Management Inc.





		24.	JER Partners





		25.	Lend-Lease Real Estate Investments





		26.	Libermax Capital LLC





		27.	LoanCore Capital





		28.	Lone Star Funds





		29.	Lowe Enterprises





		30.	Normandy Real Estate Partners





		31.	One William Street Capital Management, L.P.





		32.	Och-Ziff Capital Management Group/ OZ Management, L.P./ OZ Management II., L.P.





		33.	Praedium Group





		34.	Raith Capital Partners, LLC





		35.	Rialto Capital Management, LLC





		36.	Rialto Capital Partners LLC





		37.	Rimrock Capital Management LLC





		38.	Rockpoint Group





		39.	Rockwood





		40.	RREEF Funds





		41.	Square Mile Capital Management





		42.	Starwood Capital Group/Starwood Financial Trust





		43.	The Blackstone Group





		44.	The Carlyle Group





		45.	Torchlight Investors



 




    	C-1 



    	 



    

 


		46.	Walton Street Capital, L.L.C.





		47.	Westbrook Partners





		48.	WestRiver Capital





		49.	Wheelock Street Capital





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



 




    	C-2 



    	 



    
 

SCHEDULE I


 


THE LEAD SECURITIZATION
SERVICING AGREEMENT SHALL PROVIDE THAT:


 


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


 


(ii)          if
the Master Servicer, the Special Servicer or the Trustee determines that a proposed P&I Advance with respect to the Lead Securitization
Note or Servicing Advances with respect to the Mortgage Loan, if made, or any outstanding P&I Advance or Servicing Advances
previously made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer, the Special Servicer or the Trustee,
as applicable, shall provide each Non-Lead Master Servicer written notice of such determination within two (2) business days after
such determination was made;


 


(iii)         the
Master Servicer shall remit all payments received with respect to a Non-Lead Securitization Note, net of the servicing fees payable
to the Master Servicer and Special Servicer with respect to each 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 by the earlier of (x) the “master servicer remittance date” (or any term substantially similar thereto) as defined
in the Lead Securitization Servicing Agreement and (y) the business day following the “determination date” (or any
term substantially similar thereto) as defined in the related Non-Lead Securitization Servicing Agreement (such determination date,
the “Non-Lead Securitization Determination Date”), in each case as long as the date on which remittance is required
under this clause (iii) is at least one business day after the scheduled monthly payment date under the Loan Agreement;


 


(iv)         with
respect to any Non-Lead Securitization Note that is held by a Securitization, the Master Servicer agrees to deliver or cause to
be delivered or to make available to the related Non-Lead Master Servicer all loan-level reports constituting the CREFC®
Investor Reporting Package) 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, by the earlier of (x) the “master servicer remittance date” (or any term substantially
similar thereto) as defined in the Lead Securitization Servicing Agreement and (y) the business day following the Non-Lead Securitization
Determination Date, in each case so long as the date on which delivery is required under this clause (iv) is at least one
business day after the scheduled monthly payment date under the Loan Agreement;


 


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


 






    	Sch. I-1 



    	 



    

 


(vi)         each
Non-Lead Securitization Note Holder shall be entitled to the same indemnity as the Lead Securitization Note Holder under the Lead
Securitization Servicing Agreement with respect to the following items: each of the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Operating Advisor, and the Custodian shall be required to indemnify each certifying
person and each Non-Lead Depositor for any public Securitization Trust, and their respective directors and officers and controlling
persons, to the same extent that they indemnify the Depositor (as depositor in respect of the Lead Securitization) and each certifying
person for (i) its failure to deliver the items in clause (viii) below in a timely manner, (ii) its failure to perform its obligations
to such Non-Lead Depositor or Non-Lead Trustee under Article XI (or any article substantially similar thereto) of the Lead Securitization
Servicing Agreement by the time required after giving effect to any applicable grace period or cure period, (iii) the failure of
any Servicing Function Participant or Additional Servicer retained by it to perform its obligations to such Non-Lead Depositor
or Non-Lead Trustee under such Article XI (or any article substantially similar thereto) of the Lead Securitization Servicing Agreement
by the time required and/or (iv) any deficient Exchange Act report regarding, and delivered by or on behalf of, such party;


 


(vii)       each
of the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator and the Trustee
shall (i) with respect to any Initial Sub-Servicer engaged by it that is a Servicing Function Participant or Additional Servicer,
use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer and each Servicing
Function Participant with which, in each case, it has entered into a servicing relationship with respect to the Mortgage Loans,
cause such party to, comply with the foregoing clause (vi) by inclusion of similar provisions in the related sub-servicing
or similar agreement;


 


(viii)      the
Master Servicer, any primary servicer, the Special Servicer, the Trustee and Certificate Administrator or other party acting as
custodian for the Lead Securitization shall be required to deliver (and shall be required to cause (or, in the case of an Initial
Sub-Servicer, the Master Servicer and the Special Servicer shall be required to use commercially reasonable efforts to cause) each
other servicer and servicing function participant (within the meaning of Items 1123 and 1122, respectively, of Regulation AB) retained
or engaged by it to deliver) to each Non-Lead Depositor and to each Non-Lead Master Servicer, each Non-Lead Special Servicer, each
Non-Lead Certificate Administrator or each Non-Lead Trustee, as applicable, (provided that, in the case of the Master Servicer,
the Special Servicer, the Trustee or the Certificate Administrator, (a) such party has received notice of the occurrence of the
related Non-Lead Securitization, or (b) such party is also a party to the related Non-Lead Securitization Servicing Agreement,
or (c) the applicable Non-Lead Securitization closed prior to the Lead Securitization Date) and in a timely manner, (i) the reports,
certifications, compliance statements, accountants’ assessments and attestations, and all information to be included in reports
(including, without limitation, Form ABS-15G, Form 10-K, Form 10-D and Form 8-K), and (ii) upon request, any other materials specified
in the Non-Lead Servicing Agreement, in the case of clauses (i) and (ii), as the parties to each Non-Lead Securitization may reasonably
require in order to comply with their obligations under the Securities Act and the Exchange Act (including Rule 15Ga-1) and Regulation
AB, and any other applicable law. Without limiting the generality of the foregoing, the Initial Note Holder of the Lead Securitization
Note or the Lead


 






    	Sch. I-2 



    	 



    

 


Securitization
Note Holder shall provide in a timely manner (but no later than one business day following the closing date of the Lead Securitization)
to each Non-Lead Depositor and to each Non-Lead Certificate Administrator or each Non-Lead Trustee, a copy of the Lead Securitization
Servicing Agreement, and each Servicer under the Lead Securitization Servicing Agreement will be required, upon prior written
request, to provide to the Non-Lead Depositor, the Non-Lead Certificate Administrator and the Non-Lead Trustee any other information
required to comply in a timely manner with applicable filing requirements under Items 1.01 and 6.02 of Form 8-K, any other disclosure
information required pursuant to Regulation AB, in each case in a timely manner for inclusion in any disclosure document (or for
filing under Form 8-K, as applicable) and with respect to such Servicers, upon prior written request, indemnification agreements,
opinions and Regulation AB compliance letters as were or are being delivered with respect to the Lead Securitization. As used
in this Agreement, “Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB),
17 C.F.R. §§ 229.1100-229.1125, as such may be amended from time to time, and subject to such clarification and interpretation
as have been provided by the United States Securities and Exchange Commission (the “Commission”) or by the
staff of the Commission, or as may be provided by the Commission or its staff from time to time, in each case as effective from
time to time as of the compliance dates specified therein. The Master Servicer, any primary servicer and the Special Servicer
shall each be required to provide certification and indemnification to each certifying person with respect to the Sarbanes-Oxley
Certification (or analogous terms);


 


(ix)         each
of the Master Servicer, the Special Servicer, the Custodian and the Trustee and each Affected Reporting Party (or analogous term)
shall cooperate (and require each Servicing Function Participant and Additional Servicer retained by it to cooperate under the
applicable Sub-Servicing Agreement), with each Non-Lead Depositor to the same extent as such party is required to cooperate with
the Lead Depositor under Article XI (or any article substantially similar thereto) of the Lead Securitization Servicing Agreement
in connection with the reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules
and regulations promulgated thereunder. All respective reasonable out-of-pocket costs and expenses incurred by each Non-Lead Depositor
(including reasonable legal fees and expenses of outside counsel to such depositor) in connection with the foregoing (other than
those costs and expenses related to participation by each Non-Lead Depositor in any telephone conferences and meetings with the
Commission and other costs each Non-Lead Depositor must bear pursuant to Article XI (or any article substantially similar thereto)
of the Lead Securitization Servicing Agreement) and any amendments to any reports filed with the Commission therewith shall be
promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from such Non-Lead Depositor;


 


(x)          any
late collections received by the Master Servicer from the Mortgage Loan Borrower that are allocable to a Non-Lead Securitization
Note or reimbursable to a Non-Lead Master Servicer or a Non-Lead Trustee in accordance with this Agreement shall be remitted by
the Master Servicer to such Non-Lead Master Servicer within two (2) Business Days of receipt and identification thereof;


 






    	Sch. I-3 



    	 



    

 


(xi)         each
Non-Lead Securitization Note Holder is an intended third-party beneficiary in respect of the rights afforded it under the Lead
Securitization Servicing Agreement;


 


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


 


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


 


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


 


(xv)        to
the extent related to the Mortgage Loan, the Master Servicer or the Special Servicer, Rating Agency Confirmations and Rating Agency
Communications shall be provided with respect to the commercial mortgage pass-through certificates issued in connection with any
Non-Lead Securitization to the same extent provided with respect to the commercial mortgage pass-through certificates issued in
connection with the Lead Securitization;


 


(xvi)       “Servicer
Termination Events” (or any analogous term under the Lead Securitization Servicing Agreement) shall include customary market
termination events with respect to failure to make advances, failure to timely remit payments to any Non-Lead Note Holder as required
hereunder or under the Lead Securitization Servicing Agreement (subject to no more than one business day grace period), failure
to timely deposit amounts into any REO Account or to remit to a Servicer for deposit into a related collection or custodial account,
failure to deliver (or cause to be delivered) materials or information required in order for a Non-Lead Note Holder or a Non-Lead
Depositor to timely comply with its obligations under the Exchange Act, the Securities Act and Form SF-3, and for rating agency
downgrades or other triggers with respect to any certificates issued in connection with a Non-Lead Securitization, subject to customary
grace periods (provided that, in the case of failures related to the securities laws, such grace periods will not cause a Non-Lead
Depositor to fail to comply with the applicable provisions of such securities laws). Upon the occurrence of such a Servicer Termination
Event with respect to the Master Servicer affecting a Non-Lead Securitization Note Holder and the Master Servicer is not otherwise
terminated pursuant to the Lead Securitization Servicing Agreement, the Master Servicer shall be required, upon the direction of
such Non-Lead Securitization Note Holder, to appoint a subservicer with respect to the related Non-Lead Securitization Note. Upon
the occurrence of a Servicer Termination Event with respect to the Special Servicer affecting a Non-Lead Securitization Note Holder
and the Special Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing


 






    	Sch. I-4 



    	 



    

 


Agreement,
the Non-Lead Securitization Note Holder shall be entitled to direct the Trustee to terminate the Special Servicer with respect
to, but only with respect to, the Mortgage Loan;


 


(xvii)      in
connection with (A) any amendment of the Lead Securitization Servicing Agreement, a party to such Lead Securitization Servicing
Agreement is required to provide a copy of the executed amendment to each Non-Lead Depositor and Non-Lead Certificate Administrator
(which may be by e-mail), together with a copy of such amendment in electronic format, no later than the effective date of such
amendment, and (B) the termination, resignation and/or replacement of the Master Servicer or Special Servicer under the Lead Securitization
Servicing Agreement, the replacement “master servicer” or replacement “special servicer”, as applicable,
is required to provide to each Non-Lead Depositor and Non-Lead Certificate Administrator all disclosure about itself that is required
to be included in Form 8-K no later than the date of effectiveness thereof;


 


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


 


(xix)        any
conflict between the Lead Securitization Servicing Agreement and this Agreement shall be resolved in favor of this Agreement;
provided that in no event shall the Master Servicer or the Special Servicer, as the case may be, take any action or omit
to take any action in accordance with the terms of any Intercreditor Agreement that would cause the Master Servicer or the Special
Servicer, as the case may be, to violate the Servicing Standard or the REMIC Provisions. 


 



    	Sch. I-5