Exhibit 4.5 


 


EXECUTION VERSION


 


 






 


AGREEMENT BETWEEN NOTE HOLDERS


 


Dated as of November 3, 2016


 


by and between


 


COLUMN FINANCIAL, INC.

(Initial Note A-1A Holder and Initial Note A-1B Holder),


 


WELLS FARGO BANK, NATIONAL ASSOCIATION

(Initial Note A-2A Holder and Initial Note A-2B Holder),


 


And


 


REGIONS BANK


(Initial Note A-3 Holder and Initial Note A-4 Holder)


 


Gurnee Mills


 

 




 






    	 	 	 



     

    

 


TABLE OF CONTENTS


 





	 	 	 	Page
	 	 	 
	Section 1.	Definitions	1
	Section 2.	Servicing of the Mortgage Loan	15
	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	35
	Section 8.	Payment Procedure	36
	Section 9.	Limitation on Liability of the Note Holders	37
	Section 10.	Bankruptcy	38
	Section 11.	Representations of the Note Holders	38
	Section 12.	No Creation of a Partnership or Exclusive Purchase Right	39
	Section 13.	Other Business Activities of the Note Holders	39
	Section 14.	Sale of the Notes	39
	Section 15.	Registration of the Notes and Each Note Holder	42
	Section 16.	Governing Law; Waiver of Jury Trial	43
	Section 17.	Submission To Jurisdiction; Waivers	43
	Section 18.	Modifications	44
	Section 19.	Statement of Intent	44
	Section 20.	Successors and Assigns; Third Party Beneficiaries	44
	Section 21.	Counterparts	44
	Section 22.	Captions	44
	Section 23.	Severability	45
	Section 24.	Entire Agreement	45
	Section 25.	Withholding Taxes	45
	Section 26.	Custody of Mortgage Loan Documents	46
	Section 27.	Cooperation in Securitization	46
	Section 28.	Notices	47
	Section 29.	Broker	48
	Section 30.	Certain Matters Affecting the Agent	48
	Section 31.	Reserved	48
	Section 32.	Resignation or Termination of Agent	48
	Section 33.	Resizing	49










 






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This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of November 3, 2016
by and between COLUMN FINANCIAL, INC., a Delaware corporation (“Column” and, together with its successors and
assigns in interest, in its capacity as initial owner of Note A-1A and Note A-1B described below, the “Initial Note A-1A
Holder” and “Initial Note A-1B Holder” and, in its capacity as the initial agent, the “Initial
Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells” and, together
with its successors and assigns in interest, in its capacity as initial owner of Note A-2A and Note A-2B described below, the “Initial
Note A-2A Holder” and “Initial Note A-2B Holder”), REGIONS BANK, an Alabama state banking corporation
(“Regions” and, together with its successors and assigns in interest, in its capacity as initial owner of Note
A-3 and Note A-4 described below, the “Initial Note A-3 Holder” and “Initial Note A-4 Holder”;
Initial Note A-1A Holder, Initial Note A-1B Holder, Initial Note A-2A Holder, Initial Note A-2B Holder, Initial Note A-3 Holder,
and Initial Note A-4 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), Column, Wells and Regions co-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”), evidenced,
inter alia, by four (4) promissory notes, each executed as of September 27, 2016, and made by the Mortgage Loan Borrower
as follows: Promissory Note A-1, in favor of Column, as lender, in the original principal amount of $110,000,000.00 (“Note
A-1”), Promissory Note A-2, in favor of Wells, as lender, in the original principal amount of $105,000,000.00 (“Note
A-2”), Promissory Note A-3, in favor of Regions, as lender, in the original principal amount of $30,000,000.00 (as amended,
modified, consolidated, or supplemented, “Note A-3”), Promissory Note A-4, in favor of Regions, as lender, in
the original principal amount of $30,000,000.00 (as amended, modified, consolidated, or supplemented, “Note A-4”);


 


WHEREAS, pursuant to that Note
and Loan Agreement Modification Agreement dated as of October 1, 2016, among the parties hereto, (i) Note A-1 was divided into
two replacement promissory notes, comprised of Replacement Promissory Note A-1A in the original principal amount of $75,000,000
(as amended, modified, consolidated, or supplemented, “Note A-1A”), and Replacement Promissory Note A-1B in
the original principal amount of $35,000,000 (as amended, modified, consolidated, or supplemented, “Note A-1B”),
and (ii) Note A-2 was divided into two replacement promissory notes, comprised of Replacement Promissory Note A-2A in the original
principal amount of $80,000,000 (as amended, modified, consolidated, or supplemented, “Note A-2A”) and Replacement
Promissory Note A-2B in the original principal amount of $25,000,000 (as amended, modified, consolidated, or supplemented, “Note
A-2B”, and together with Note A-1A, Note A-1B, Note A-2A, Note A-3 and Note A-4, 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, 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.


 


“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 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-1A 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 Sample PSAs”
means each of the pooling and servicing agreements that govern the commercial mortgage-backed securities transactions commonly
known as (i) CSAIL 2016-C5Commercial Mortgage Trust and (ii) WFCM 2016-C33 Commercial Mortgage Trust.


 


“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 the 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.


 






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


 


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


 


“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-1A.


 


“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 Securitization Servicing Agreement.


 


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


 


“Custodian”
shall mean the custodian appointed as provided in the Lead Securitization Servicing Agreement.


 


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


 






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“Defaulted Loan”
shall have the meaning set forth in the Securitization Servicing Agreement.


 


“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.


 


“First Securitization”
shall mean the earliest to occur of the Note A-1A Securitization, the Note A-1B Securitization, the Note A-2A Securitization, the
Note A-2B Securitization, the Note A-3 Securitization and Note A-4 Securitization.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Initial Note 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


 






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action concerning
the adjustment of the debts of the Mortgage Loan Borrower, the cessation of business by the Mortgage Loan Borrower, except following
a sale, transfer or other disposition of all or substantially all of the assets of the Mortgage Loan Borrower in a transaction
permitted under the Mortgage Loan Documents; provided, that following any such permitted transaction affecting the title
to the Mortgaged Property, the Mortgage Loan Borrower for purposes of this Agreement shall be defined to mean the successor owner
of the Mortgaged Property from time to time as may be permitted pursuant to the Mortgage Loan Documents; provided, further,
that for the purposes of this definition, in the event that more than one entity comprises the Mortgage Loan Borrower, the term
“Mortgage Loan Borrower” shall refer to any such entity (or entities as applicable).


 


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


 


“Interested Person”
shall mean the Depositor, any Non-Lead Depositor, the Master Servicer, any Non-Lead Master Servicer, the Special Servicer, any
Non-Lead Special Servicer, the Trustee, any Non-Lead Trustee, any Mortgage Loan Borrower, any manager of any Mortgaged Property,
any independent contractor engaged by any of the foregoing parties, the Operating Advisor, the 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.


 


“Interim Servicing Agreement”
shall mean that certain interim servicing agreement between KeyBank National Association and Column dated as of June 30, 2002 (as
may be amended from time to time).


 


“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 (a) if the First Securitization is also the Note A-1A Securitization, such First Securitization and (b) if the First
Securitization is not also the Note A-1A Securitization, then (i) for the period from the closing date of the First Securitization
until the Note A-1A Securitization Date, the First Securitization and (ii) on and after the Note A-1A Securitization Date, the
Note A-1A Securitization.


 


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


 


“Lead Securitization
Note” shall mean (a) during the period from and after the earliest to occur of the Note A-1B Securitization Date, Note
A-2A Securitization Date, Note A-2B Securitization Date, Note A-3 Securitization Date, or Note A-4 Securitization Date, but prior
to the Note A-1A Securitization Date, Note A-1B, Note A-2A, Note A-2B, Note A-3 or Note A-4, as applicable; and (b) on and after
the Note A-1A Securitization Date, Note A-1A.


 






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


 


“Lead Securitization
Servicing Agreement” shall mean, as of any date of determination, the pooling and servicing agreement that governs the
Securitization that is then the Lead Securitization; provided, that during any period that the Mortgage Loan is no longer
subject to the provisions of the Lead Securitization Servicing Agreement, the “Lead Securitization Servicing Agreement”
shall be determined in accordance with the second paragraph of Section 2(a).


 


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


 


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


 


“Master Servicer”
shall mean the master servicer appointed to act in such capacity with respect to the Mortgage Loan as provided in the Lead Securitization
Servicing 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 September 27, 2016, between Column, Wells and Regions, as lenders, and the Mortgage
Loan 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.


 






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


 


“New Notes”
shall have the meaning assigned to such term in Section 33.


 


“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 33.


 


“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 holders of
the majority of the class of securities issued in such Securitization designated as the “controlling class” (or analogous
term) or such other party assigned the rights to exercise the rights of such “Non-Controlling Note Holder” hereunder,
as and to the extent provided in the related Securitization Servicing Agreement (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 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. 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 for the avoidance of doubt 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 person party to the related Securitization Servicing Agreement) and (x) to the extent that the related
Securitization Servicing Agreement assigns such rights to more than one such party or (y) to the extent any Note is split into
two or more New Notes pursuant to Section 33, for purposes of this Agreement, each applicable 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) and provide written notice of such designation to the Lead Securitization Note Holder (and the Master Servicer
and the Special Servicer acting on its behalf); provided that, in the absence of such designation and notice, the Lead Securitization
Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be entitled to treat the last party as
to which it has received written notice as having been designated as a Non-Controlling Note Holder, as a Non-Controlling Note Holder
under this Agreement.


 


“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


 






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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 the Non-Lead Securitization Servicing Agreement.


 


“Non-Lead Certificate
Administrator” shall mean the “certificate administrator” under the 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 applicable “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 such 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 from and after the date a Non-Lead Securitization Note is included in a Non-Lead Securitization,
the pooling and servicing agreement, trust and servicing agreement or servicing agreement entered into in connection with such
Non-Lead Securitization.


 


“Non-Lead Special Servicer”
shall mean the applicable “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.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Note A-2 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the “Note A-2A Principal
Balance” set forth on the Mortgage Loan


 






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Schedule, less any payments of principal on Note A-2A received by the Note A-2A Holder
or reductions in the principal balance thereof pursuant to Section 3 or 4, as applicable.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“Note A-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 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-1A Holder, the Note A-1B Holder, the Note A-2A Holder, the Note A-2B Holder, Note A-3 Holder
and the Note A-4 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.


 






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“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 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


 






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(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), (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 requirements
of this


 






     -13-


     


    

 


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


 


“Qualified Trustee”
means (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the
laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept
the trust conferred, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or (iii) an institution whose
long-term senior unsecured debt is rated in either of the then in effect top two rating categories of each of the applicable Rating
Agencies (or, if not rated by an applicable Rating Agency, an equivalent (or higher) rating from any two of Fitch, Moody’s
and S&P).


 


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


 


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


 


“Rating Agency Confirmation”
shall mean, with respect to any Securitization, a confirmation in writing 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, 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


 






     -14-


     


    

 


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.


 


“Reimbursement Rate”
shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement, but in no case shall be greater than
the “Reimbursement Rate” as defined in the Approved Sample PSAs.


 


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


 


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


 


“Required Special Servicer
Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”, (ii)
in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special
Servicer, (iii) in the case of Moody’s, such special servicer is acting as special servicer for one or more loans included
in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date
of determination, and Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage
securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special
servicer of such commercial mortgage loans, (iv) in the case of Morningstar, such special servicer has a ranking by Morningstar
equal to or higher than “MOR CS3” as a special servicer, provided that if Morningstar has not issued a ranking
with respect to such special servicer, such special servicer is acting as special servicer in a commercial mortgage loan securitization
that was rated by a Rating Agency within the twelve (12) month period prior to the date of determination, and Morningstar has not
downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial
mortgage securities on watch citing the continuation of such special servicer as special servicer of such commercial


 






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mortgage securities,
(v) in the case of KBRA, KBRA has not cited servicing concerns of such special servicer as the sole or material factor in any qualification,
downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal)
of securities in a transaction serviced by such special servicer prior to the time of determination, and (vi) in the case of DBRS,
such special servicer is acting as special servicer in a commercial mortgage loan securitization that was rated by DBRS within
the twelve (12) month period prior to the date of determination and DBRS has not downgraded or withdrawn the then-current rating
on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation
of such special servicer as special servicer of such commercial mortgage securities as a material reason for such downgrade or
withdrawal.


 


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


 


“Securities Act”
shall mean the Securities Act of 1933.


 


“Securitization”
shall mean the Note A-1A Securitization, Note A-1B Securitization, Note A-2A Securitization, Note A-2B Securitization, Note A-3
Securitization, or Note A-4 Securitization, as applicable.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Servicer Termination
Event” shall have the meaning assigned such term or analogous term in the Lead Securitization Servicing Agreement.


 


“Servicing Advance”
shall have the meaning assigned such term or analogous term or an analogous term in the Lead Securitization Servicing Agreement.


 


“Servicing Standard”
shall have the meaning assigned such term or 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.


 






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“Special Servicer”
shall mean the special servicer appointed to act in such capacity with respect to the Mortgage Loan 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 prior to
the Securitization Date pursuant to the Interim Servicing Agreement, and from and after the 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 make advance monthly payments of principal and 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 make Servicing Advances, 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 27, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect
such Securitization. Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally
consents to the appointment of the Master Servicer and the Trustee under the Lead Securitization Servicing Agreement by the Depositor
and the appointment of the Special Servicer 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 such Note Holder set


 






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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 the 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 each Non-Lead
Securitization Servicing Agreement, and (iii) to not take any action or refrain from taking any action or follow any direction
inconsistent with the foregoing.


 


At any time that the Mortgage
Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Note Holders agree to cause the
Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note Holders, pursuant to a servicing
agreement that has servicing terms substantially similar to the Lead Securitization Servicing Agreement and all references herein
to the “Lead Securitization Servicing Agreement” shall mean such subsequent servicing agreement; provided, that
if a Non-Lead Securitization Note is in a Securitization and the servicer(s) to be appointed under such replacement servicing agreement
would not otherwise meet the conditions to be a servicer under the Lead Securitization Servicing Agreement that is being replaced,
then a Rating Agency Confirmation shall have been obtained from each Rating Agency 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 the provisions of the Lead Securitization Servicing
Agreement, the Master Servicer shall have no further obligation to make P&I Advances with respect to the Mortgage Loan.


 


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


 






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Collection
Account and/or 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 such Non-Lead Securitization Note is deposited)
shall be required to, promptly following notice from the Master Servicer or the Special Servicer, pay or reimburse the Lead Securitization
for such Non-Lead Securitization Note Holder’s pro rata share of any fees, costs or expenses incurred in connection
with the servicing and administration of the Mortgage Loan as to which the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, the Operating Advisor 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 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 ; provided that a Non-Lead Securitization
Note Holder’s duty to pay, if any, Indemnified Items to the Operating Advisor shall be subject to any limitations and conditions
(including limitations and conditions with respect to the timing of such payments and the sources of funds for such payments) as
may be set forth from time to time in the related Non-Lead Securitization Servicing Agreement with respect to the Non-Lead Operating
Advisor.


 






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Any Non-Lead Master Servicer
(or Non-Lead Trustee (if not made by such Non-Lead Master Servicer)) may be required to make P&I Advances on the respective
Non-Lead Securitization Note, from time to time, subject to the terms of the related Non-Lead Securitization Servicing Agreement,
the Lead Securitization Servicing Agreement and this Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable,
shall be entitled to make their own recoverability determination with respect to a P&I Advance to be made on the Lead Securitization
Note 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 the related Non-Lead Master Servicer or related Non-Lead
Trustee, as applicable, shall each be required to notify the other of the amount of its P&I Advance within two (2) 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 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 any related Non-Lead Trustee, as the case may be, within
two (2) 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 Securitization Note, from general collections of the related Securitization Trust, as and
to the extent provided in the related Non-Lead Securitization Servicing Agreement.


 


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


 


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


 



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


 


(ii)          each
of the Indemnified Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required to indemnify
each of such Indemnified Parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of Lead
Securitization Servicing Agreement) by the Securitization Trust holding such Non-Lead Securitization Note, against any of the Indemnified
Items to the extent of its pro rata share of such Indemnified Items, and to the extent amounts on deposit in the 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 ; provided
that a Non-Lead Securitization Servicing Agreement shall be deemed to include the same limitations and conditions on the payment
or reimbursement of Indemnified Items to the Operating Advisor (including limitations and conditions with respect to the timing
of such payments or reimbursements and the sources of funds for such payments or reimbursements) as may be set forth from time
to time in such Non-Lead Securitization Servicing Agreement with respect to such Non-Lead Operating Advisor.


 


(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


 



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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 such 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 and the Trustee and the Lead Securitization Trust shall be third party beneficiaries of the
foregoing provisions.


 


(d)          Reserved.


 


(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 Non-Lead Securitization 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
any Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered to such Non-Lead Depositor.


 


(f)          Each
Lead Securitization Servicing Agreement shall also satisfy Moody’s rating methodology for eligible accounts and permitted
investments for a securitization rated “Aaa” by Moody’s. Without limiting the generality of any provision set
forth above, for purposes of the Mortgage Loan, each Lead Securitization Servicing Agreement shall contain (a) provisions
requiring the Master Servicer and the Special Servicer to maintain, or subjecting them to possible termination for not maintaining,
compliance with customary servicer rating criteria (but the rating agencies need not be the same) and, subject to Section 2(h),
(b) provisions substantially similar in all material respects to or materially consistent with those set forth in any one
of the Approved Sample PSAs with respect to (i) periodic reporting and periodic delivery of service provider compliance documents
under Regulation AB, (ii) servicing transfer events that would result in the transfer of the Mortgage Loan to special servicing
status, (iii) the authority of


 



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the Controlling Note Holder (or the Master Servicer or Special Servicer on its behalf) to grant
or agree or consent to material modifications and waivers of and amendments to the Mortgage Loan, or to approve material assignments
and assumptions or material additional indebtedness in connection with the Mortgage Loan, (iv) the potential termination of
the Master Servicer and Special Servicer following a servicer termination event, (v) requirements to obtain an appraisal or
appraisal update following a transfer of the Mortgage Loan to special servicing status and periodic updates thereof, (vi) duties
of the Special Servicer in respect of foreclosure and the management of REO property, (vii) special servicing, workout and
liquidation fees (and, in any event, the percentage rates at which such compensation accrue or are determined on the applicable
amounts shall not exceed 0.25%, 1.00% and 1.00%, respectively, subject, however, to customary market minimum fees and offsets)
and (viii) indemnification of the Non-Lead Depositors, Non-Lead Master Servicers, Non-Lead Special Servicers, Non-Lead Operating
Advisors, Non-Lead Certificate Administrators and Non-Lead Trustees (and any director, officer, employee or agent of any of the
foregoing, to the extent such parties are identified as indemnified parties in the Lead Securitization Servicing Agreement in respect
of other mortgage loans) against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and
any other costs, liabilities, fees and expenses incurred in connection with the Mortgage Loan to the same extent that the Indemnified
Parties are indemnified under the Lead Securitization Servicing Agreement against the Indemnified Items; provided, that
(A) this statement shall not be construed to prohibit differences in timing, control or consultation triggers or thresholds,
terminology, allocation of ministerial duties between multiple servicers or other service providers or certificateholder or investor
voting or consent thresholds, or to prohibit or restrict additional approval, consent, consultation, notice or rating agency confirmation
requirements; and (B) if there is any conflict between this sentence and any other provision of this Agreement, such other
provision of this Agreement shall control.


 


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


 


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


 


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


 


(ii)          if
the Master Servicer determines that a proposed P&I Advance with respect to the Lead Securitization Note or Servicing Advances
with respect to the Mortgage Loan, if made, or any outstanding P&I Advance or Servicing Advances


 



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previously made, would be,
or is, as applicable, a Nonrecoverable Advance, the Master Servicer shall provide each Non-Lead Master Servicer written notice
of such determination within two (2) business days after such determination was made;


 


(iii)         the
Master Servicer shall remit all payments received with respect to each Non-Lead Securitization Note, net of the servicing fees
payable to the Master Servicer and Special Servicer with respect to such Non-Lead Securitization Note, and any other applicable
fees and reimbursements payable to the Master Servicer, the Special Servicer and the Trustee, to the applicable 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 each 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 applicable 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;


 


(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 Other 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 (a) its failure to deliver the items in clause (vii) below in a timely manner, (b) its failure to perform its obligations
to such Non-Lead Depositor or applicable Non-Lead Trustee


 



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under Article XI (or any article substantially similar thereto that addresses
Exchange Act reporting and Regulation AB compliance) of the Lead Securitization Servicing Agreement by the time required after
giving effect to any applicable grace period or cure period, (c) 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 Article XI (or any article
substantially similar thereto that addresses Exchange Act reporting and Regulation AB compliance) of the Lead Securitization Servicing
Agreement by the time required after giving effect to any applicable grace period or cure period; and/or (d) 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 Loan,
cause such party to comply with the foregoing Section 2(h)(vi) by inclusion of similar provisions in the related sub-servicing
or similar agreement;


 


(viii)       the
Master Servicer, any primary servicer, the Special Servicer and the Lead Trustee, Certificate Administrator or other party acting
as custodian for the Lead Securitization shall be required to deliver (and shall be required to cause each other servicer and servicing
function participant (within the meaning of Items 1123 and 1122, respectively, of Regulation AB) retained or engaged by it to deliver),
to the parties to each Non-Lead Servicing Agreement, in a timely manner, (i) the reports, certifications, compliance statements,
accountants’ assessments and attestations, any Lead Servicing Agreement amendments, and all information (including information
regarding any replacement Servicer) to be included in reports (including, without limitation, Form ABS 15G, Form 10K, Form 10D
and Form 8K), and (ii) upon request, any other materials specified in the related 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 Lead Note Holder shall provide in a timely manner to each Non-Lead Depositor and
each Non-Lead Trustee a copy of the Lead Securitization Servicing Agreement in EDGAR-compatible format (but not later than one
business day following the closing date of the Lead Securitization) and each Servicer under the Lead Securitization Servicing Agreement
will be required, upon prior written request, to provide to each Non-Lead Depositor and each 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 (and,
with respect to the Lead Securitization Servicing Agreement and a replacement Servicer, for filing under Form 8-K), and with respect
to such Servicers, upon prior written request, market indemnification agreements, opinions and Regulation AB compliance letters
as were or are being delivered with respect to the Lead Securitization.


 



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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) as such terms are defined in the applicable
Non-Lead Securitization Servicing Agreement;


 


(ix)          each
of the Master Servicer, the Special Servicer, the Custodian and the Trustee and each Affected Reporting Party shall cooperate (and
require each Servicing Function Participant and Additional Servicer retained by it to cooperate under the applicable Sub-Servicing
Agreement), with each Non-Lead Depositor to the same extent as such party is required to cooperate with the Lead Depositor under
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 such Non-Lead Depositor in any
telephone conferences and meetings with the United States Securities and Exchange Commission (the “Commission”)
and other costs such Non-Lead Depositor must bear pursuant to 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 the Non-Lead Master Servicer within one (1) Business Day of receipt and identification thereof unless such
amount would otherwise be included in the monthly remittance to the related Non-Lead Securitization Note Holder for such month;
provided, however, that to the extent any such amounts are received after 3:00 p.m. Eastern time on any given business day,
the Master Servicer shall use commercially reasonable efforts to remit such late collections to each applicable Non-Lead Master
Servicer within one (1) business day of receipt of properly identified funds but, in any event, the Master Servicer shall remit
such amounts within two (2) business days of receipt of properly identified funds;


 


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


 






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(xii)         each
Non-Lead Master Servicer and each Non-Lead Special Servicer shall 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 both of the Notes as notes
evidencing one whole loan in accordance with the terms of the Lead Securitization Servicing Agreement. In connection with any such
sale, the Special Servicer shall provide notice to each Non-Lead Master Servicer who shall provide notice to the related 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, any Rating Agency Confirmation shall be provided
with respect to the commercial mortgage pass-through certificates issued in connection with each the 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) include customary market termination
events with respect to failure to make advances, failure to timely remit payments to the Non-Lead Note Holders 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 each Non-Lead Note Holder or each 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 such 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 Agreement, the Trustee shall,
upon direction of such


 



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Non-Lead Securitization Note Holder, 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 one or more parties to the related
Non-Lead Securitization Servicing Agreement (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 one or more parties to the
related Non-Lead Securitization Servicing Agreement 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 (x) such documents
are in the possession of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be, and (y) such
Non-Lead Asset Representations Reviewer has not been able to obtain such documents from the related mortgage loan seller; and


 


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


 


(i)          The
initial holder of each Lead Securitization Note shall:


 


(i)          give
each other Note Holder notice of the Securitization of the Lead Securitization Note in writing (which may be by email) not less
than three (3) business days prior to the applicable pricing date for the Lead Securitization, together with contact information
for each of the parties to the Lead Securitization Servicing Agreement;


 


(ii)         on
the closing date of the Lead Securitization, send a copy (in EDGAR-compatible format) of the Lead Securitization Servicing Agreement
to each other Note Holder; and


 


(iii)        give
each other Note Holder written notice in a timely manner (but no later than one (1) business day prior to the applicable filing
date) of any re-filing (other than a filing made in connection with a formal amendment of the Lead Securitization Servicing Agreement)
by the Depositor of the Lead Securitization


 



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Servicing Agreement subsequent to the Securitization Date if such filing contains revisions
or changes that are material to such other Note Holder.


 


Section
3.         Priority of Payments. Each Note shall be of equal priority, and no portion of any Note shall have priority
or preference over any portion of any other Note or security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise
available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized
as proceeds thereof, whether received in the form of Scheduled Payments, the Balloon Payment, Liquidation Proceeds, proceeds under
any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan, Condemnation Proceeds, or Insurance
Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released
to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC
Provisions), 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 the extent and in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received
as reimbursements on account of recoveries in respect of property protection expenses or Servicing Advances then due and payable
or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement 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, and 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” (or analogous term 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


 



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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.


 


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


 



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its behalf) shall not have
any fiduciary duty to any Non-Lead Securitization Note Holder in connection with the administration of the Mortgage Loan (but the
foregoing shall not relieve the Lead Securitization Note Holder from the obligation to make any disbursement of funds as set forth
herein or its obligation to follow the Servicing Standard (in the case of the Master Servicer or the Special Servicer) or any liability
for failure to do so).


 


Each Note Holder hereby
acknowledges the right and obligation of the Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead
Securitization Note Holder), upon the Mortgage Loan becoming a Defaulted Loan, to sell the Notes together as notes evidencing one
whole loan in accordance with the terms of the Lead Securitization Servicing Agreement, 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 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 fifteen (15) Business
Days prior written notice of any decision to attempt to sell the Mortgage Loan; (b) at least ten (10) days prior to the proposed
sale date, a copy of each bid package (together with any amendments to such bid packages) received by the Special Servicer in connection
with any such proposed sale; (c) at least ten (10) days prior to the proposed sale date, a copy of the most recent Appraisal
for the Mortgage Loan, and any documents in the Servicer Mortgage File requested by such Non-Lead Securitization Note Holder; and
(d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and
the Lead Securitization Directing Certificateholder) prior to the proposed sale date, all information and other documents being
provided to other offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer in
connection with the proposed sale. Subject to the foregoing, each Note Holder or its Note Holder Representative


 



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shall be permitted
to submit an offer at any sale of the Mortgage Loan unless such Person is the Mortgage Loan Borrower or an agent or Affiliate of
the Mortgage Loan Borrower.


 


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


 


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


 



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Agreement shall not be amended in any manner that may adversely affect any
Non-Lead Securitization Note Holder in its capacity as a Non-Lead Securitization Note Holder without such Non-Lead Securitization
Note Holder’s prior written consent. Each Non-Lead Securitization Note Holder (unless it is, or is an Affiliate of, the Mortgage
Loan Borrower) shall be a third-party beneficiary to the Lead Securitization Servicing Agreement with respect to its rights as
specifically provided for therein.


 


(c)          Notwithstanding
the foregoing, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf)
shall 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 (and notwithstanding the existence of any “control termination
event” (or analogous term) or “consultation 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 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 Decisions or the implementation of any recommended actions outlined in
an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative); provided that after the expiration of a period of ten
(10) Business Days from the delivery to such Non-Controlling Note Holder (or its Non-Controlling Note Holder
Representative) by the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf)
of written notice of a proposed action, together with copies of the notice, information and report required to be provided to
the Lead Securitization Directing Certificateholder, the Lead Securitization Note Holder (or the Master Servicer or the
Special Servicer acting on its behalf) shall no longer be obligated to consult 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)





 



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be obligated at any time to follow
or take any alternative actions recommended by a Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative).


 


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


 


(d)          If
any Note is included as an asset of a REMIC, 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). Each Note Holder agrees that the provisions of this paragraph shall be effected by compliance with any REMIC related
provisions in the Lead Securitization Servicing Agreement relating to the administration of the Mortgage Loan. All costs and expenses
of compliance with this Section 5(d), to the extent that such costs and expenses relate to administration of a REMIC or to any
determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC
tax or expense, shall be borne by each Note Holder solely with respect to the REMIC trust that includes its own Note. Without limiting
the generality of the foregoing, one Note Holder (the “Uninvolved Note Holder”) shall not be required to reimburse
any other Note Holder or any other Person for payment of the following items related to any REMIC that does not or did not include
the Uninvolved Note Holder’s Note (i) any taxes imposed on any such REMIC, (ii) any costs or expenses relating
to the administration of any such REMIC or to any determination respecting the amount, payment or avoidance of any tax under any
such REMIC or (iii) any advances for any of the foregoing or any interest thereon or for deficits in other items of disbursement
or income resulting from the use of funds for payment of any such taxes, costs or expenses or advances, nor shall any disbursement
or payment otherwise distributable to the Uninvolved Note Holder be reduced to offset or make-up any such payment or deficit.


 






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Section 6.     Rights
of the Controlling Note Holder and Non-Controlling Note Holders.


 


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


 






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Holder Representative mutatis
mutandis. The Non-Controlling Note Holder Representative with respect to Note A-1B, Note A-2A, Note A-2B, Note A-3 and Note
A-4 as of the date of this Agreement and until the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer)
is notified otherwise, shall be the Initial Note Holder related thereto.


 


For so long as the Controlling
Note is included in the Lead Securitization, the Lead Securitization Directing Certificateholder (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.


 


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


 


If the Controlling Note
Holder fails to notify the Special Servicer of its approval or disapproval of any proposed Major Decision within ten (10) Business
Days (or thirty (30) days with respect to an Acceptable Insurance Default) after delivery to the Controlling Note Holder by the
applicable Servicer of written notice of a proposed Major Decision (which notice shall contain a legend, in conspicuous boldface
type, substantially similar to the following: “THIS IS A REQUEST FOR ACTION APPROVAL. IF THE CONTROLLING NOTE HOLDER FAILS
TO APPROVE OR DISAPPROVE THE ENCLOSED ACTION WITHIN TEN (10) BUSINESS DAYS, SUCH ACTION MAY BE DEEMED APPROVED”) together
with any information requested by the Controlling Note Holder as may be necessary in the reasonable judgment of the Controlling
Note Holder in order to make a judgment, then upon the expiration of such ten (10) Business Day period (or thirty (30) days with
respect to an Acceptable Insurance Default), such Major Decision shall be deemed to have been approved by the Controlling Note
Holder.


 


In the event that the
Special Servicer or Master Servicer (in the event the Master Servicer is otherwise authorized by the Lead Securitization Servicing
Agreement to take such action), as applicable, determines that immediate action, with respect to the foregoing matters, or


 






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any
other matter requiring consent of the Controlling Note Holder is necessary to protect the interests of the Note Holders (as a collective
whole) and the Special Servicer has made a reasonable effort to contact the Controlling Note Holder, the Master Servicer or the
Special Servicer, as the case may be, may take any such action without waiting for the Controlling Note Holder’s response.


 


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


 


The Controlling Note
Holder shall have no liability to the other Note Holders or any other party for any action taken, or for refraining from the taking
of any action or the giving of any consent or the failure to give any consent pursuant to this Agreement or the Lead Securitization
Servicing Agreement, or errors in judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance,
bad faith or gross negligence. The Note Holders agree that the Controlling Note Holder may take or refrain from taking actions,
or give or refrain from giving consents, that favor the interests of one Note Holder over the other Note Holder, and that the Controlling
Note Holder may have special relationships and interests that conflict with the interests of another Note Holder and, absent willful
misconduct, bad faith or gross negligence on the part of the Controlling Note Holder, agree to take no action against the Controlling
Note Holder or any of its officers, directors, employees, principals or agents as a result of such special relationships or interests,
and that the Controlling Note Holder shall not be deemed to have been grossly negligent or reckless, or to have acted in bad faith
or engaged in willful misconduct or to have recklessly disregarded any exercise of its rights by reason of its having acted or
refrained from acting, or having given any consent or having failed to give any consent, solely in the interest of any Note Holder.


 


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 set forth in the Lead Securitization Servicing 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, and delivering to each Non-Controlling Note Holder a Rating Agency Confirmation with respect to any rated
securities issued and outstanding under the related Securitization, if applicable. 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


 






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Servicer with respect to the Mortgage Loan as of the consummation of
the securitization under the Lead Securitization Servicing Agreement, then the initial Special Servicer designated in the Lead
Securitization Servicing Agreement shall serve as the initial Special Servicer but this shall not limit the right of the Controlling
Note Holder (or its Controlling Note Holder Representative) to designate a replacement Special Servicer for the Mortgage Loan as
aforesaid. If a Servicer Termination Event on the part of the Special Servicer has occurred that affects any Non-Controlling Note
Holder, such Non-Controlling Note Holder shall have the right to direct the Trustee (or at any time that the Mortgage Loan is no
longer included in a Securitization Trust, the Controlling Note Holder) to terminate the Special Servicer under the Lead Securitization
Servicing Agreement solely with respect to the Mortgage Loan pursuant to and in accordance with the terms of the Lead Securitization
Servicing Agreement. Each Note Holder acknowledges and agrees that any successor special servicer appointed to replace the Special
Servicer with respect to the Mortgage Loan that was terminated for cause at a Non-Controlling Note Holder’s direction cannot
at any time be the person (or an Affiliate thereof) that was so terminated without the prior written consent of such Non-Controlling
Note Holder. Each Non-Controlling Note Holder that directs the Trustee to terminate the Special Servicer 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” (or equivalent account).


 


Section 8.     Payment
Procedure.


 


(a)       The
Lead Securitization Note Holder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in Section 3
and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable
to the Notes to the Collection Account and/or related Companion Distribution Account (or analogous terms 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 (1) 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 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 (or the Master Servicer acting on its behalf) determines, or a court of competent jurisdiction
orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy,
fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to 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 (or
the Master Servicer acting on its behalf) shall not be required to distribute any portion thereof to any Non-Lead Securitization
Note Holder and each Non-Lead Securitization Note Holder (or the Master


 






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Servicer acting on its behalf) 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 (or the Master Servicer acting on its behalf) 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 (or the Master Servicer acting
on its behalf) shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person
with respect thereto.


 


(c)       If,
for any reason, the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) makes any payment to any Non-Lead
Securitization Note Holder before the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) has received
the corresponding payment (it being understood that the Lead Securitization Note Holder (or the Master Servicer acting on its behalf)
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 (or the Master Servicer acting on its behalf) request, promptly return that payment
to the Lead Securitization Note Holder (or the Master Servicer acting on its behalf).


 


(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.


 


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


 


The Note Holders acknowledge
that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) to
comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer
and the Trustee on its behalf) 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 on its behalf) 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.


 






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Section 10.     Bankruptcy.  Subject
to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder (or the Servicer
on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise
or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with
respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator
or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering
the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. 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 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


 






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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 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, as and to the extent required by the applicable
Securitization Servicing Agreement, deliver a Rating Agency Communication (if a Rating Agency Confirmation is not required thereunder)
to, or obtain a Rating Agency Confirmation


 






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from, each of the applicable engaged Rating Agencies for such Securitization Trust.
Notwithstanding the foregoing, without each non-transferring Note Holder’s prior consent (which will not be unreasonably
withheld), and, if any non-transferring Note Holder’s Note is held in a Securitization Trust, without a Rating Agency Confirmation
from or Rating Agency Communication to, as applicable, 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 Confirmation or Rating Agency Communication 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 Confirmation or Rating Agency Communication, to Transfer 49%
or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall
apply in the case of (1) a sale of the Lead Securitization Note 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.


 


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


 


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


 


(c)       Notwithstanding
any other provision hereof, any Note Holder may pledge (a “Pledge”) its Note to any entity (other than the Mortgage
Loan Borrower or any Affiliate


 






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


 






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


 






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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;


 


(c)       AGREES
THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED


 






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OR CERTIFIED MAIL
(OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTH HEREIN OR AT SUCH OTHER ADDRESS OF WHICH
A PARTY HEREIN SHALL HAVE BEEN NOTIFIED; AND


 


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


 


Section 18.     Modifications.  This
Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by each Note Holder. Additionally,
for as long as any Note is contained in a Securitization Trust, the Note Holders shall not amend or modify this Agreement without
first obtaining a Rating Agency Confirmation from each Rating Agency then rating any securities of any Securitization; provided
that no such Rating Agency Confirmation shall be required in connection with a modification (i) to cure any ambiguity,
to correct or supplement any provisions herein that may be defective or inconsistent with any other provisions herein or with
the Lead Securitization Servicing Agreement, or (ii) with respect to matters or questions arising under this Agreement, to
make provisions of this Agreement consistent with other provisions of this Agreement (including, without limitation, in connection
with the creation of New Notes pursuant to Section 33).


 


Section 19.     Statement
of Intent.  The Agent and each Noteholder intend that the Notes be classified and maintained as a grantor trust
under subpart E, part I of subchapter J of chapter 1 of the Code that is a fixed investment trust within the meaning of Treasury
Regulation §301.7701-4(c), and the parties will not take any action inconsistent with such classification. It is neither
the purpose nor the intent of this Agreement to create a partnership, joint venture, “taxable mortgage pool” or association
taxable as a corporation among the parties.


 


Section 20.     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 each 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 21.     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 22.     Captions.  The
titles and headings of the paragraphs of this Agreement have been inserted for convenience of reference only and are not intended
to


 






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summarize or otherwise describe the subject matter of the paragraphs and shall not be given any consideration in the construction
of this Agreement.


 


Section 23.     Severability.  Wherever
possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be prohibited by or invalid under applicable laws, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions
of this Agreement.


 


Section 24.     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 25.     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


 






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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 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 26.     Custody
of Mortgage Loan Documents.  Prior to the First Securitization, the originals of all of the Mortgage Loan Documents
(other than the Notes) will be held by the Initial Agent on behalf of the registered holders of the Notes. On and after the First
Securitization Date, but prior to the Note A-1A Securitization Date, the originals of all of the Mortgage Loan Documents
(other than the Notes) shall be held in the name of the trustee (and held by a duly appointed custodian therefor) under the related
Securitization Servicing Agreement on behalf of the registered holders of the Notes. On and after the Note A-1A Securitization
Date, the originals of all of the Mortgage Loan Documents (other than the Notes) shall be transferred to and held in the name
of the trustee (and held by a duly appointed custodian therefor) under the Note A-1A PSA, on behalf of the registered holders
of the Notes.


 


Section 27.     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


 






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


 


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


 


Section 28.     Notices.  All
notices required hereunder shall be given by (i) telephone (confirmed promptly in writing) or shall be in writing and personally
delivered, (ii) sent by facsimile transmission (during business hours) if the sender on the same day sends a confirming copy
of such notice by reputable overnight delivery service (charges prepaid), (iii) 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.


 






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Section 29.     Broker.  Each
Note Holder represents to each other that no broker was responsible for bringing about this transaction.


 


Section 30.     Certain
Matters Affecting the Agent.


 


(a)       The
Agent may request and/or rely upon and shall be protected in acting or refraining from acting upon any officer’s certificate
or assignment and assumption agreement delivered to the Agent pursuant to Section 14 and Section 15;


 


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


 


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


 


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


 


(e)       The
Agent shall not be bound to make any investigation into the facts or matters stated in any officer’s certificate or assignment
and assumption agreement delivered to the Agent pursuant to Section 15;


 


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


 


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


 


Section 31.     Reserved.Resignation
or Termination 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. Column, 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 Column 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


 






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deemed to have been automatically appointed as the successor Agent under this Agreement in place thereof
without any further notice or other action.


 


Section 33.     Resizing.  Notwithstanding
any other provision of this Agreement, for so long as Column, Wells, Regions or an affiliate of any thereof (each, an “Original
Entity”) is the owner of any Non-Lead Securitization Note (each, an “Owned Note”), such Original
Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute
amended and restated notes or additional notes (in each case, as applicable, “New Notes”) reallocating the
principal of an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes
in the aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the
aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal
of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the
Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis and such reallocated
or component notes shall be automatically subject to the terms of this Agreement and (iv) the Original 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 Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing
applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications
pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended
without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing (provided
the conditions set forth in clauses (i) through (iv) above are satisfied, as certified by the Original Entity, on which certification
the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan
Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting
such reallocation of principal 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]


 




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


	 	 	 
	 	COLUMN FINANCIAL, INC.,
as Initial Agent, Initial Note A-1A Holder and Initial Note A-1B Holder
	 	 	 
		By:	/s/ N. Dante La Rocca
	 	 	Name:  N. Dante La Rocca
	 	 	Title: Authorized Signatory 






	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Initial Note A-2A Holder and Initial Note A-2B Holder
	 	 	 
		By:	/s/ John G. Nicol
	 	 	Name:  John G. Nicol
	 	 	Title: Managing Director 





	 	 	 
	 	REGIONS BANK, as Initial
Note A-3 Holder and Initial Note A-4 Holder
	 	 	 
		By:	/s/ Jay Wardlaw 
	 	 	Name:  Jay Wardlaw
	 	 	Title: Managing Director





 


Gurnee
Mills Agreement Between Note Holders


 





    	 



    	 



    

 


EXHIBIT A


 


MORTGAGE LOAN SCHEDULE


 


Description of Mortgage Loan


 


	Mortgage Loan Borrower:	Mall at Gurnee Mills, LLC
	Date of Mortgage Loan: 	September 27, 2016
	Date of Promissory Notes: 	Note A-1A          October 1, 2016

Note A-1B          October 1, 2016

Note A-2A          October 1, 2016

Note A-2B          October 1, 2016

Note A-3          September 27, 2016

Note A-4          September 27, 2016
	Original Principal Amount of Mortgage Loan:	$275,000,000
	Principal Amount of Mortgage Loan as of the date hereof:	$274,633,548
	Original
    Note A-1A Principal Balance:	$75,000,000
	Original
    Note A-1B Principal Balance:	$35,000,000
	Original
    Note A-2A Principal Balance:	$80,000,000
	Original
    Note A-2B Principal Balance:	$25,000,000
	Original
    Note A-3 Principal Balance:	$30,000,000
	Original
    Note A-4 Principal Balance:	$30,000,000
	Maturity Date:	October 1, 2026



 



    	A-1 



    	 



    

 


EXHIBIT B


 


1.       Initial Note
A-1A and Initial Note A-1B Holder:


 


Column Financial, Inc.

One Madison Avenue

New York, New York 10010

Office of General Counsel

Attention: Sarah Nelson

Facsimile No.: (917) 326-8433


 


Following Securitization of Note A-1A
or Note A-1B, as applicable, the applicable notice addresses set forth in the related Securitization Servicing Agreement.


 


2.       Initial Note
A-2A and Initial Note A-2B Holder:


 


Wells Fargo Bank, National Association

375 Park Avenue, 2nd Floor

J0127-023

New York, New York 10152

Attention: A.J. Sfarra

Email: Anthony.sfarra@wellsfargo.com


 


with a copy to:


 


Jeff D. Blake, Esq.

Senior Counsel

Wells Fargo Law Department

D1053-300

301 South College St.

Charlotte, North Carolina 28288

Email: jeff.blake@wellsfargo.com


 


Following Securitization of Note A-2A
or Note A-2B, as applicable, the applicable notice addresses set forth in the related Securitization Servicing Agreement.


 


3.       Initial Note
A-3 Holder and Initial Note A-4 Holder:


 


Regions Bank

1001 Morehead Square Drive, Suite 290

Charlotte, NC 28203

Attention: Jennifer Boone


 


Following Securitization of Note A-3 or Note A-4, as applicable,
the applicable notice addresses set forth in the related Securitization Servicing Agreement.


 




    	B-1 



    	 



    

 


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



 






    	C-1 



    	 



    

 


		43.	The Blackstone Group






		44.	The Carlyle Group






		45.	Torchlight Investors






		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