Exhibit
4.2


 


EXECUTION VERSION


  


AGREEMENT
BETWEEN NOTE HOLDERS








Dated
as of December 31, 2015


 


by and between







WELLS FARGO BANK, NATIONAL ASSOCIATION

(Initial Note A-1 Holder)


 


and


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION

(Initial Note A-2 Holder)


 


10
South LaSalle Street


 









    	 



    	 



    

 


TABLE
OF CONTENTS


 





	 	 	Page
	 	 	 
	Section 1	Definitions	2
	Section 2	Servicing of the Mortgage Loan	16
	Section 3	Priority of Payments	21
	Section 4	Workout	22
	Section 5	Administration of the Mortgage Loan	22
	Section 6	Rights of the Controlling Note Holder	27
	Section 7	Appointment of Special Servicer	29
	Section 8	Payment Procedure	30
	Section 9	Limitation on Liability of the Note Holders	31
	Section 10	Bankruptcy	32
	Section 11	Representations of the Note Holders	32
	Section 12	No Creation of a Partnership or Exclusive Purchase Right	33
	Section 13	Other Business Activities of the Note Holders	33
	Section 14	Sale of the Notes	33
	Section 15	Registration of the Notes and Each Note Holder	36
	Section 16	Governing Law; Waiver of Jury Trial	36
	Section 17	Submission To Jurisdiction; Waivers	40
	Section 18	Modifications	37
	Section 19	Successors and Assigns; Third Party Beneficiaries	38
	Section 20	Counterparts	38
	Section 21	Captions	38
	Section 22	Severability	38
	Section 23	Entire Agreement	38
	Section 24	Withholding Taxes	38
	Section 25	Custody of Mortgage Loan Documents	39
	Section 26	Cooperation in Securitization	40
	Section 27	Notices	41
	Section 28	Broker	41
	Section 29	Certain Matters Affecting the Agent	41
	Section 30	Reserved	45
	Section 31	Resignation of Agent	41
	Section 32	Resizing	42




 






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This
AGREEMENT BETWEEN NOTE HOLDERS (“Agreement”), dated as of December 31, 2015, by and between WELLS FARGO BANK,
NATIONAL ASSOCIATION (“WFB” and together with its successors and assigns in interest, in its capacity as initial
owner of the Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial
Agent”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity
as initial owner of the Note A-2, the “Initial Note A-2 Holder” and together with the Initial Note A-1 Holder,
the “Initial Note Holders”).


 


W I T N E S S E T H:


 


WHEREAS,
pursuant to the Mortgage Loan Agreement (as defined herein), WFB originated a certain loan (the “Mortgage Loan”)
described on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to 10 South LaSalle Owner
LLC (the “Mortgage Loan Borrower”), which is evidenced, inter alia, by (i) one promissory note
in the original principal amount of $30,000,000 (as amended, modified or supplemented, “Note A-1”) made by
the Mortgage Loan Borrower in favor of the Initial Note A-1 Holder, and (ii) one promissory note in the original principal amount
of $75,000,000 (as amended, modified or supplemented, “Note A-2” and together with Note A-1, the “Notes”),
made by the Mortgage Loan Borrower in favor of the Initial Note A-2 Holder, each 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”); and


 


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 to such terms, or terms of substantially similar import, 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.


 


“Advance
Interest” shall mean the interest accrued on any Servicing Advance which is payable to the party that made that Servicing
Advance, in accordance with 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 initially shall be the office of the Initial Note
A-1 Holder listed on Exhibit B hereto and, after the


 






    	 



    	 



    

 


Securitization Date, shall be the office of the Master Servicer. The
Agent Office is the address to which notices to and correspondence with the Agent should be directed. The Agent may change the
address of its designated office by notice to the Note Holders.


 


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


 


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


 


“Asset
Representations Reviewer” shall mean the Asset Representations Reviewer named in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


“Certificate
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.


 


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


 


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


 


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


 






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otherwise. The terms “Controlled”,
“Controlling” and “Controls” shall have the correlative meanings thereto.


 


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


 


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


 


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


 


“Depositor”
shall mean the depositor for the Lead Securitization.


 


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


 


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


 


“Indemnified
Items” shall have the meaning assigned to such terms in Section 2(b).


 


“Indemnified
Parties” shall have the meaning assigned to such terms in Section 2(b).


 


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


 






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


 


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


 


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


 


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


 


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


 


“Interested
Person” shall have the meaning assigned such term in the Lead Securitization Servicing Agreement.


 


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


 


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


 


“Lead
Securitization” shall mean the Note A-1 Securitization; provided that, if any other Securitization occurs prior to the
Note A-1 Securitization, then the first such Securitization shall be the Lead Securitization until such time as the Note A-1 Securitization
occurs.


 


“Lead
Securitization Note” shall mean the Note included in the Lead Securitization.


 






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


 


“Lead
Securitization Servicing Agreement” shall mean (i) the pooling and servicing agreement or other comparable agreement
related to the Lead Securitization, and (ii) on and after the date on which 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 Controlling Class Representative” shall mean the “Controlling Class Representative” or equivalent
Person under the Lead Securitization Servicing Agreement.


 


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


 


“Major
Decision” shall have the meaning given to such term or any analogous term in the Lead Securitization Servicing Agreement;
provided that, at any time that neither Note A-1 or Note A-2 is included in the Lead Securitization, “Major Decision”
shall mean:


 


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


 


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


 


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


 


(iv)        any
sale of the Mortgage Loan (when it is a Defaulted Loan) or REO Property for less than the applicable Purchase Price;


 


(v)         any
determination to bring the REO Property into compliance with applicable environmental laws or to otherwise address any hazardous
materials located at REO Property;


 


(vi)        any
release of material collateral or any acceptance of substitute or additional collateral for the Mortgage Loan or any consent to
either of the foregoing, other than for release of material collateral or any acceptance of substitute or additional collateral
for a Mortgage Loan or Serviced Whole Loan or any consent to either of the foregoing, other than (A) grants of easements or rights


 






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of way that do not materially affect the use or value of a Mortgaged Property or the Mortgagor’s ability to make any payments
with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any Serviced Whole Loan, (B) releases of non-material
parcels of a Mortgaged Property, (C) releases that the related Mortgage Loan documents expressly require the mortgagee thereunder
to make upon the satisfaction of certain conditions (and the conditions to the release that are set forth in the related Mortgage
Loan documents do not include the approval of the lender or the exercise of lender discretion (other than confirming the satisfaction
of the other conditions to the release set forth in the related Mortgage Loan documents that do not include any other approval
or exercise)) and such release is made as required by the related Mortgage Loan documents, (D) releases that are related
to any condemnation action that is pending, or threatened in writing, and would affect a non-material portion of the Mortgaged
Property, or (E) releases of collateral securing any Mortgage Loan in connection with a defeasance of such collateral;;


 


(vii)       any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Mortgage Loan or any consent
to such a waiver or consent to a transfer of the Mortgaged Property or interests in the Mortgage Loan Borrower or consent to the
incurrence of additional debt, other than any such transfer or incurrence of debt as may be effected without the consent of the
lender under the related loan agreement;


 


(viii)      any
property management company changes (provided the principal balance of the Mortgage Loan is equal to or greater than $2,500,000),
including, without limitation, approval of the termination of a manager and appointment of a new property manager or franchise
changes (in each case, if the lender is required to consent or approve such changes under the Mortgage Loan Documents);


 


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


 


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


 


(xi)         any
determination of an Acceptable Insurance Default;


 


(xii)        any
modification, waiver or amendment of any lease, the execution of any new lease or the granting of a subordination and nondisturbance
or attornment agreement in connection with any lease, at the Mortgaged Property if (a) the lease involves a ground lease or lease
of an outparcel or affects an area greater than or equal to the lesser of (1) 30% of the net rentable area of the


 






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improvements
at the Mortgaged Property and (2) 30,000 square feet of the improvements at the Mortgaged Property and (b) such transaction is
not a routine leasing matter or the Mortgage Loan is a Specially Serviced Loan; provided that if lender consent is not
required for such transaction pursuant to the Mortgage Loan documents, such transaction will not constitute a Major Decision;


 


(xiii)          any
modification, consent to a modification or waiver of any material term of this Agreement or similar agreement related to the Mortgage
Loan, or any action to enforce rights (or decision not to enforce rights) with respect thereto; and


 


(xiv)          any
consent to incurrence of additional debt by a Mortgagor or mezzanine debt by a direct or indirect parent of a Mortgagor, to the
extent the mortgagee’s approval is required under the related Mortgage Loan documents.


 


“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.


 


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


 


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


 


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


 


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


 


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


 


“Mortgage
Loan Agreement” shall mean the Loan Agreement, dated as of December 31, 2015, between the Mortgage Loan Borrower, as
borrower, Wells Fargo Bank, National Association, as lender, as the same may be further amended, restated, supplemented or otherwise
modified from time to time, subject to the terms hereof.


 


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


 


“Mortgage
Loan Borrower Related Party” shall have the meaning assigned to such term in Section 13.


 


“Mortgage
Loan Documents” shall mean, with respect to the Mortgage Loan, the Mortgage Loan Agreement, the Mortgage, the Notes
and all other documents now or hereafter evidencing, guarantying or 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 32.


 


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


 


“Non-Controlling
Note” means Note A-2.


 


“Non-Controlling
Note Holder” means the Note A-2 Holder; provided that with respect to each Non-Controlling Note, at any time
such Non-Controlling Note is included in a Securitization, references to the “Non-Controlling Note Holder” herein
shall mean the Non-Controlling Note Holder Representative under the related Securitization Servicing Agreement or any other party
assigned the rights to exercise the rights of the “Non-Controlling Note Holder” hereunder, as and to the extent provided
in the related Securitization Servicing Agreement and as to the identity of which the Controlling Note Holder (and, if applicable,
the Master Servicer and the Special Servicer) has been given written notice. The Controlling Note Holder (or, if applicable, the
Master Servicer or the Special Servicer acting on its behalf) shall not be required at any time to deal with more than one party
exercising the rights of a “Non-Controlling Note Holder” herein or, under the Lead Securitization Servicing Agreement
and, (x) to the extent that the related Securitization Servicing Agreement assigns such rights to more than one party or (y) to
the extent the related Non-Controlling Note is split into two or more New Notes pursuant to Section 32, for purposes of this Agreement,
such Securitization Servicing Agreement or the holders of such New Notes shall designate one party to deal with the Lead Securitization
Note Holder (or, the Master Servicer or the Special Servicer acting on its behalf) and provide written notice of such designation
to the Lead Securitization Note Holder (or, the Master Servicer and the Special Servicer acting on its behalf); provided
that, in the absence of such designation and notice, the Lead Securitization Note Holder (or, the Master Servicer or the Special
Servicer acting on its behalf) shall be entitled to treat the last party as to which it has received written notice as having
been designated as the Non-Controlling Note Holder with respect to such Non-Controlling Note for all purposes of this Agreement.
As of the date hereof and until further notice from the Non-Controlling Note Holder (or, if applicable, the Non-Lead Master Servicer
or another party acting on its behalf), the Initial Note A-2 Holder is the Non-Controlling Note Holder with respect to Note A-2.


 


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


 


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


 






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“Non-Lead
Asset Representations Reviewer” shall mean the “Asset Representations Reviewer” (or similarly named Person
that is the “asset representations reviewer” as defined in Item 1101(m) of Regulation AB.) under any Non-Lead Securitization
Servicing Agreement.


 


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


 


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


 


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


 


“Non-Lead
Securitization” shall mean any Securitization of a Note in a Securitization Trust other than the Lead Securitization.


 


“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 Note Holder Representative” shall mean the holders of the majority of the class of securities issued
in a Non-Lead Securitization designated as the “controlling class” pursuant to the related Non-Lead Securitization
Servicing Agreement or their duly appointed representative.


 


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


 


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


 


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


 


“Non-Securitizing
Note Holder” shall mean, with respect to a Securitization, each Note Holder other than a Securitizing Note Holder with
respect to such Securitization.


 


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


 


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


 


“Note
A-1 Master Servicer” shall mean the master servicer under the Note A-1 PSA.


 






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“Note
A-1 Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note
A-1 Principal Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon (or any New Notes issued
in substitution thereof) received by the Note A-1 Holder (or any holders of New Notes in substitution thereof) or reductions in
such amount pursuant to Section 3 or 4, as applicable.


 


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


 


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


 


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


 


“Note
A-1 Special Servicer” shall mean the special servicer under the Note A-1 PSA.


 


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


 


“Note
A-1 Trust Fund” shall mean the trust formed pursuant to the Note A-1 PSA.


 


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


 


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


 


“Note
A-2 Master Servicer” shall mean the master servicer under the Note A-2 PSA.


 


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


 


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


 


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


 


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


 






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“Note
A-2 Special Servicer” shall mean the special servicer under the Note A-2 PSA.


 


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


 


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


 


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


 


“Note
Principal Balance” shall mean, (i) with respect to Note A-1, the Note A-1 Principal Balance and (ii) with respect to
Note A-2, the Note A-2 Principal Balance.


 


“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 trust advisor, senior trust advisor, operating advisor or other analogous term as defined under
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 securitized pursuant to such Securitization Servicing
Agreement.


 


“Percentage
Interest” shall mean, with respect to each Note Holder, a fraction, expressed as a percentage, the numerator of which
is the Note Principal Balance of the Note held by such Note Holder and the denominator of which is the sum of the Note Principal
Balances of all of the Notes.


 


“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.


 






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


 


(a)          an
entity Controlled by either of the Initial Note Holders, or


 


(b)          one
or more of the following:


 


(i)          an
insurance company, bank, savings and loan association, investment bank, trust company, commercial credit corporation, pension plan,
pension fund, pension fund advisory firm, mutual fund, real estate investment trust, governmental entity or plan, or


 


(ii)        an
investment company, money management firm or a “qualified institutional buyer” within the meaning of Rule 144A under
the Securities Act of 1933, as amended, or an “accredited investor” within the meaning of Rule 501(a) (1), (2), (3)
or (7) of Regulation D under the Securities Act of 1933, as amended, or


 


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


 


(iv)        an
investment fund, limited liability company, limited partnership or general partnership having capital and/or capital commitments
of at least $250,000,000, in which (A) any Initial Note Holder, (B) a person that is otherwise a Qualified Institutional Lender
under clause (i), (ii) or (v) (with respect to an institution substantially similar to the entities referred to in clause (i)
or (ii)


 






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above), or (C) a Permitted Fund Manager, acts as a general partner, managing member, or the fund manager responsible
for the day-to-day management and operation of such investment vehicle and provided that at least 50% of the equity interests
in such investment vehicle are owned, directly or indirectly, by one or more entities that are otherwise Qualified Institutional
Lenders (without regard to the capital surplus/equity and total asset requirements set forth below in the definition), or


 


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


 


in the case of any entity referred to in
clause (b)(i), (ii), (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 clause (y) may be satisfied by a general partner, managing member, or the fund manager responsible
for the day-to-day management and operation of such entity; or


 


(c)          any
entity Controlled by any of the entities described in clause (b)(i), (ii), (iv) or (v) above or subject to a Rating Agency
Confirmation as a Qualified Institutional Lender for purposes of this Agreement from each of the Rating Agencies engaged to rate
the securities for any Securitization.


 


“Qualified Trustee”
shall mean (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 or (ii) an institution whose long-term senior unsecured debt is rated in either of the then
in effect top three 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, however, 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 from time to time to rate the securities issued in connection with the Securitizations of the related
Notes.


 


“Rating Agency
Confirmation” shall mean, with respect to any Securitization, a confirmation in writing (which may be in electronic form)
by each of the applicable Rating Agencies for such Securitization that a proposed action, failure to act or other event so specified
will not, in and of itself, result in the downgrade, withdrawal or qualification of the then-current


 






    	-13-



    	 



    

 


rating assigned to any class
of securities of such Securitization (if then rated by such Rating Agency); provided that a written waiver or other acknowledgment
from any such Rating Agency indicating its decision not to review the matter for which the Rating Agency Confirmation is sought
shall be deemed to satisfy the requirement for the Rating Agency Confirmation from such Rating Agency with respect to such matter.
If no such securities are outstanding with respect to a Note for which a Rating Agency Confirmation is required or sought hereunder,
any action that would otherwise require a Rating Agency Confirmation hereunder with respect to such Note shall instead require
the consent of the related Noteholder, which consent shall not be unreasonably withheld, conditioned or delayed.


 


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


 


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


 


“Required Special
Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”,
(ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special
Servicer, (iii) in the case of Moody’s, such special servicer is acting as special servicer for one or more loans included
in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date
of determination, and Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage
securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special
servicer of such commercial mortgage loans, (iv) in the case of Morningstar, such special servicer has acted as special servicer
in one or more other commercial mortgage-backed securitizations within the prior twelve (12) months, and Morningstar has not, with
respect to any such other transactions, qualified, downgraded or withdrawn its rating or ratings on one or more classes of securities
issued in such securitizations, and (v) in the case of DBRS or KBRA, DBRS or KBRA, as applicable, 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.


 


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


 


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


 


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


 






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“Securitization”
shall mean the Note A-1 Securitization or the Note A-2 Securitization.


 


“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.


 


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


 


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


 


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


 


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


 


“Servicing Advances”
shall have the meaning assigned to such term under the Lead Securitization Servicing Agreement.


 


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


 


“Special Servicer”
shall mean the special servicer appointed 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.


 


“Trust Fund”
shall mean the trust formed pursuant to the Lead Securitization Servicing Agreement.


 






    	-15-



    	 



    

 


“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).


 


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


 


Section 2.            Servicing
of the Mortgage Loan.


 


(a)          Each
Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and
after the Securitization Date by the Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the Lead
Securitization Servicing Agreement; provided that the Master Servicer shall not be obligated to advance monthly payments
of principal or interest in respect of any Note other than the Lead Securitization Note if such principal or interest is not paid
by the Mortgage Loan Borrower but shall be obligated to make Servicing Advances, subject to the terms of the Lead Securitization
Servicing Agreement. The Lead Securitization Servicing Agreement shall contain terms and conditions that are customary for securitization
transactions involving assets similar to the Mortgage Loan and that are otherwise (i) required by the Code relating to the tax
elections of any Securitization Trust, (ii) required by law or changes in any law, rule or regulation or (iii) generally required
by the Rating Agencies in connection with the issuance of ratings in securitizations similar to the Securitizations. Each Note
Holder acknowledges that each other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and
agrees that it will, subject to Section 26 hereof, reasonably cooperate with such other Note Holder, at such other Note Holder’s
expense, to effect such Securitization. Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably
and unconditionally consents to the appointment of the Master Servicer and the Trustee under the Lead Securitization Servicing
Agreement by the Depositor and the appointment of the Special Servicer by the Controlling Note Holder and agrees to reasonably
cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with
the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints the Master Servicer, the Special Servicer and the
Trustee in the Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with
respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement
(subject at all times to the rights of the Note Holder set forth herein and in the Lead Securitization Servicing Agreement). In
no event shall the Lead Securitization Servicing Agreement require the Servicer to enforce the rights of any Note Holder against
any other Note Holder or limit the Servicer in enforcing the rights of one Note


 






    	-16-



    	 



    

 


Holder against any other Note Holder; however,
this statement shall not be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder, and
is subject in all respect to Section 6.04 of the Lead Securitization Servicing Agreement. Each Servicer shall be required pursuant
to the Lead Securitization Servicing Agreement to service the Mortgage Loan in accordance with the Servicing Standard, the terms
of the Mortgage Loan Documents, the Lead Securitization Servicing Agreement and applicable law, and shall not take any action or
refrain from taking any action or follow any direction inconsistent with the foregoing.


 


At any time that the
Mortgage Loan is no longer subject to the provisions of the 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, then a Rating Agency Confirmation shall have been
obtained from each other Rating Agency with respect to any such Non-Lead Securitization Note regarding any servicer(s) to be appointed
under such replacement servicing agreement that would not otherwise meet the conditions to be a servicer under the Lead Securitization
Servicing Agreement that is being replaced; 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 Servicer in the Lead Securitization or by any Person appointed by the Lead Securitization Note Holder that is a servicer
meeting the requirements of a master servicer under the Lead Securitization Servicing Agreement.


 


(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 and/or the Companion
Distribution Account for the Mortgage Loan that (in any case) represent amounts received on or in respect of the Mortgage Loan,
and then, in the case of Nonrecoverable Advances, if such funds on deposit in the 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 Advance Interest on a Servicing Advance
(including any Nonrecoverable Advance), 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 Nonrecoverable Advance or any interest on a Servicing Advance (including any Nonrecoverable Advance), each Non-Lead Securitization
Note Holder (including any Securitization Trust into which a Non-Lead Securitization Note is deposited)


 






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shall be required to, promptly
following notice from the Master Servicer, reimburse the Lead Securitization for its pro rata share of such Nonrecoverable
Advance or interest thereon.


 


In addition,
each Non-Lead Securitization Note Holder (including, but not limited to, any Securitization Trust into which a Non-Lead Securitization
Note is deposited) shall be required to, promptly following notice from the Master Servicer, 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, Asset Representations Reviewer 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 Companion Distribution
Account are insufficient for reimbursement of such amounts. Each Non-Lead Securitization Note Holder shall 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 Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer
and the Depositor (and any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified
as indemnified parties in the Lead Securitization Servicing Agreement in respect of other mortgage loans) (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 Companion Distribution Account or Collection Account,
as applicable, are insufficient for reimbursement of such amounts, each Non-Lead Securitization Note Holder shall be required to,
promptly following notice from the Master Servicer, reimburse each of the applicable Indemnified Parties for its pro rata
share of the insufficiency; provided, however, that each Non-Lead Securitization Note Holder’s duty to pay
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
a related Non-Lead Securitization Servicing Agreement.


 


Any Non-Lead
Master Servicer (or if not made by such Non-Lead Master Servicer, the Non-Lead Trustee) may be required to make P&I Advances
on the related Non-Lead Securitization Note, from time to time, subject to the terms of the related servicing agreement for the
related Securitization (each such agreement, a “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 each be
entitled to make its own recoverability determination with respect to a P&I Advance to be made on the Lead Securitization Note
based on the information that it has on hand and in accordance with the Lead Securitization Servicing Agreement. Each Non-Lead
Master Servicer, Non-Lead Special Servicer and Non-Lead Trustee under the related Non-Lead Securitization
Servicing Agreement, as applicable, shall be entitled to make their own recoverability determination with respect to a P&I
Advance to be made on the related Non-Lead Securitization Note based on the


 






    	-18-



    	 



    

 


information that they have on hand and in accordance
with the Non-Lead Securitization Servicing Agreement. The Master Servicer and the Trustee, as applicable, and the related Non-Lead
Master Servicer or the related Non-Lead Trustee shall be required to notify the other of the amount of its P&I Advance within
two Business Days of making such advance. If the Master Servicer, the Special Servicer or the Trustee, as applicable (with respect
to the Lead Securitization Note) or a Non-Lead Master Servicer, Non-Lead Special Servicer or a 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 the related
Non-Lead Master Servicer or the related Non-Lead Trustee (as provided in the related Non-Lead Securitization Servicing Agreement,
in the case of a determination of non-recoverability by the related Non-Lead Master Servicer, the related Non-Lead Special Servicer
or the related Non-Lead Trustee) shall notify the Master Servicer and the Trustee, or the Non-Lead Master Servicer and the Non-Lead
Trustee, as the case may be, of the other Securitization within one Business Day of making such determination. Each of the Master
Servicer, the Trustee, a Non-Lead Master Servicer and a Non-Lead Trustee, as applicable, will only be entitled to reimbursement
for a P&I Advance that becomes non-recoverable first from the Companion Distribution Account from amounts allocable
to the Note for which such P&I Advance was made, and then, if funds are insufficient, (i) in the case of the Lead Securitization
Note, from general collections of the Lead Securitization Trust, pursuant to the terms of the Lead Securitization Servicing Agreement
and (ii) in the case of 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 agrees that, if the related Non-Lead Securitization Note is included in a Securitization, it
shall cause the applicable Non-Lead Securitization Servicing Agreement to contain provisions to the effect that:


 


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


 






    	-19-



    	 



    

 


general collections, then the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable,
may do so and the Non-Lead Master Servicer will be required to, promptly following notice from the Master Servicer, reimburse the
Lead Securitization Trust out of general collections in the collection account (or equivalent account) established under the Non-Lead
Securitization Servicing Agreement for the Non-Lead Securitization Note Holder’s pro rata share of any such Nonrecoverable
Advances and/or additional expenses of the Trust Fund;


 


(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 the 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 the Non-Lead Securitization Servicing
Agreement; provided, however, that the Non-Lead Securitization Servicing Agreement may include 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);


 


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


 


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


 


(d)          Prior
to the Securitization of a Non-Lead Securitization Note (including any New Note), all notices, reports, information or other deliverables
required to be delivered to the related Non-Lead Securitization 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 Non-Lead Securitization Note Holder (or its Note Holder Representative) and, when so delivered
to such Non-Lead Note Holder (or its Note Holder Representative, as applicable), the


 






    	-20-



    	 



    

 


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 the Non-Lead Securitization
Note (including any New Note), as applicable, all notices, reports, information or other deliverables required to be delivered
to the Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Securitization
Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the Non-Lead Master Servicer
and the Non-Lead Special Servicer (who then may forward such items to the party entitled to receive such items as and to the extent
provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered to Non-Lead Master Servicer and the
Non-Lead 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.


 


(e)          The
Lead Securitization Note Holder agrees that, if a Non-Lead Securitization Note is included in a Securitization, and such Non-Lead
Securitization is subject to reporting requirements under Regulation AB, the Master Servicer, the Special Servicer, the Trustee
and the Custodian shall be required to reasonably cooperate with the Non-Lead Asset Representations Reviewer in connection with
such Non-Lead Asset Representations Reviewer’s obligations under any Non-Lead Securitization Servicing Agreement with respect
to the Mortgage Loan by providing any documents reasonably requested by the Non-Lead Asset Representations Reviewer or other requesting
party in connection with the Non-Lead Asset Representations Reviewer’s obligations, but only to the extent such documents
are in the possession of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be. The reasonable
out-of-pocket expenses of the Master Servicer, Special Servicer, the Trustee and the Custodian actually incurred in connection
with their compliance with such requests shall be reimbursable by the Non-Lead Asset Representations Reviewer or, if not paid by
the Non-Lead Asset Representations Reviewer, the Non-Lead Securitization 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 Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other
collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or
settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in
accordance with the terms of the Mortgage Loan Documents) shall be applied by the Lead Securitization Note Holder (or its
designee) to the Notes on a Pro Rata and Pari Passu Basis; provided, that (x) all amounts for required reserves or
escrows required by the Mortgage Loan Documents to be held as reserves or escrows or received as reimbursements on account of
recoveries in respect of property protection expenses or Servicing Advances then due and payable or reimbursable to the
Trustee or any Servicer under the Lead Securitization Servicing Agreement shall be applied to the extent set forth in, and in
accordance with the terms of, the Mortgage Loan Documents; and (y) all amounts that are then due, payable or
reimbursable to


 






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any Servicer, with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement and
any other compensation payable to it thereunder (including without limitation, any additional expenses of the Trust Fund
relating to the Mortgage Loan (but subject to 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 Master Servicing Fees due to the Master
Servicer in excess of the 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 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, the Non-Lead Master Servicer or the Non-Lead Trustee for any interest accrued on any P&I Advance made with respect
to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or the Non-Lead Securitization Servicing
Agreement, as applicable), third, be used to reduce, on a pro rata basis, the amounts payable on each Note by the
amount necessary to pay additional expenses of the Trust Fund (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,
in the case of the remaining amount of Penalty Charges allocable to the Lead Securitization Note and the Non-Lead Securitization
Note, be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization
Servicing Agreement.


 


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


 






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(or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) shall have
the sole and exclusive authority with respect to the administration of, and exercise of rights and remedies with respect to, the
Mortgage Loan, including, without limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan Documents
or consent to any action or failure to act by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents, call
or waive any Event of Default, accelerate the Mortgage Loan or institute any foreclosure action or other remedy, and the Non-Lead
Securitization Note Holder shall not 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, the Non-Lead Securitization Note
Holder shall not have any right to, and hereby presently and irrevocably assigns and conveys to the Lead Securitization Note Holder
(or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) the rights,
if any, that such Note Holder has to, (i) call or cause the Lead Securitization Note Holder to call an Event of Default under
the Mortgage Loan, or (ii) exercise any remedies with respect to the Mortgage Loan or the Mortgage Loan Borrower, including,
without limitation, filing or causing the Lead Securitization Note Holder to file any bankruptcy petition against the Mortgage
Loan Borrower. The Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf
of the Lead Securitization Note Holder) shall not have any fiduciary duty to the Non-Lead Securitization Note Holder in connection
with the administration of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization Note Holder from the
obligation to make any disbursement of funds as set forth herein or its obligation to follow the Servicing Standard (in the case
of the Master Servicer or the Special Servicer) or any liability for failure to do so).


 


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 Special Servicer in writing. Whether any cash offer constitutes a fair price for the Mortgage Loan shall be determined
by the Special Servicer, if the highest offeror is a Person other than an Interested Person, and by the Trustee, if the highest
offeror is an Interested Person. Absent an offer at least equal to the Purchase Price, no offer from an Interested Person shall
constitute a fair price unless (i) it is the highest offer received and (ii) at least two other offers are received from independent
third parties. In determining whether any offer from an Interested Person received represents a fair price for the Mortgage Loan,
the Trustee shall rely on the most recent Appraisal (or update of such 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. In
determining whether any such offer from a Person other than an Interested Person constitutes a fair price for the Mortgage Loan,
the Special Servicer shall take into account (in addition to the results of any Appraisal or updated Appraisal or narrative appraisal
that it may have obtained within the prior nine (9) months pursuant to the Lead Securitization Servicing Agreement) among other
factors, the period and amount of the occupancy level and physical condition of the Mortgaged Property and the state of the local
economy. In determining whether any offer received from an Interested Person represents a


 






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fair price for any such Defaulted Loan,
the Trustee shall rely on the most recent Appraisal (or update of such Appraisal) of the related Mortgaged Property conducted in
accordance with this Agreement within the preceding nine (9) month period or, in the absence of any such Appraisal, on a new Appraisal.
Except as provided in the following paragraph, the cost of any Appraisal will be covered by, and will be reimbursable as, a Servicing
Advance by the Master Servicer. Notwithstanding the foregoing, the Lead Securitization Note Holder (or the Special Servicer acting
on behalf of the Lead Securitization Note Holder) shall not be permitted to sell the Mortgage Loan without the written consent
of the Non-Lead Securitization Note Holder (provided that such consent is not required if the Non-Lead Securitization Note
is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower) unless the Special Servicer has delivered
to the Non-Lead Securitization Note Holder: (a) at least 15 Business Days prior written notice of any decision to attempt to sell
the Mortgage Loan; (b) at least 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 servicing file reasonably
requested by the Non-Lead Securitization Note Holder that are material to the sale price of the Mortgage Loan and (d) until the
sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the Lead Securitization
Controlling Class Representative) prior to the proposed sale date, all information and other documents being provided to other
offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer in connection with
the proposed sale; provided, however, that the Non-Lead Securitization Note Holder may waive any delivery or timing
requirements set forth in this sentence only for itself. Subject to the foregoing, each of the Controlling Note Holder, the Controlling
Note Holder Representative, the Non-Controlling Note Holders and the Non-Controlling Note Holder Representatives shall be permitted
to submit an offer at any sale of the Mortgage Loan (unless such Person is the related Mortgage Loan Borrower or an Affiliate of
the Mortgage Loan Borrower).


 


Notwithstanding
anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the offering Interested Person
purchaser) designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5)
years’ experience in valuing 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. If the Trustee designates such third party to make
such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination. The reasonable
fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party shall
be covered by, and shall be reimbursable, from the offering Interested Person.


 


The Non-Lead
Securitization Note Holder hereby appoints the Lead Securitization Note Holder as its agent, and grants to the Lead Securitization
Note Holder an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of soliciting and accepting
offers for and consummating the sale of the Non-Lead Securitization Note. The Non-Lead Securitization Note Holder further agrees
that, upon the request of the Lead Securitization Note Holder, the Non-Lead Securitization Note Holder shall execute and


 






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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 the original Non-Lead Securitization Note, endorsed in blank, to or at the direction of the Lead Securitization
Note Holder in connection with the consummation of any such sale.


 


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


 


(b)          The
administration of the Mortgage Loan shall be governed by this Agreement and the Lead Securitization Servicing Agreement. The servicing
of the Mortgage Loan shall be carried out by the Master Servicer and, if the Mortgage Loan is a Specially Serviced Mortgage Loan
(or to the extent otherwise provided in the Lead Securitization Servicing Agreement), by the Special Servicer, in each case pursuant
to the Lead Securitization Servicing Agreement. Notwithstanding anything to the contrary contained herein, in accordance with the
Lead Securitization Servicing Agreement, the Lead Securitization Note Holder shall cause the Master Servicer and the Special Servicer
to service and administer the Mortgage Loan in accordance with the Servicing Standard, taking into account the interests of 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. The Lead Securitization Servicing Agreement shall
not be amended in any manner that may materially adversely affect the Non-Lead Securitization Note Holder in its capacity as the
Non-Lead Securitization Note Holder without the Non-Lead Securitization Note Holder’s prior written consent. The Non-Lead
Securitization Note Holder (unless it is the Mortgage Loan Borrower or 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


 






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Securitization
Controlling Class Representative pursuant to the Lead Securitization Servicing Agreement (for this purpose, without regard to whether
such items are actually required to be provided to the Lead Securitization Controlling Class Representative under the Lead Securitization
Servicing Agreement due to the occurrence of a Control Termination Event or a Consultation Termination Event or effectively equivalent
period) with respect to any Major Decision or the implementation of any recommended actions outlined in an Asset Status Report
relating to the Mortgage Loan, to the Non-Lead Securitization Note Holder (or its Non-Lead Securitization Note Holder Representative),
within the same time frame it is required to provide to the Lead Securitization Controlling Class Representative (for this purpose,
without regard to whether such items are actually required to be provided to the Lead Securitization Controlling Class Representative
under the Lead Securitization Servicing Agreement due to the occurrence of a Control Termination Event or a Consultation Termination
Event or effectively equivalent period) and (ii) to consult with the Non-Lead Securitization Note Holder (or its Non-Lead Securitization
Note Holder Representative) on a strictly non-binding basis, to the extent having received such notices, information and reports,
the Non-Lead Securitization Note Holder (or its Non-Lead Securitization Note Holder Representative) requests consultation with
respect to any such Major Decision or the implementation of any recommended actions outlined in an Asset Status Report relating
to the Mortgage Loan, and consider alternative actions recommended by the Non-Lead Securitization Note Holder (or its Non-Lead
Securitization Note Holder Representative); provided that after the expiration of a period of ten (10) Business Days from
the delivery to the Non-Lead Securitization Note Holder (or its Non-Lead Securitization 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 Controlling
Class Representative, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf)
shall no longer be obligated to consult with the Non-Lead Securitization Note Holder (or its Non-Lead Securitization Note Holder
Representative) (unless, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf)
proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business
Day period shall be deemed to begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding
the consultation rights of the Non-Lead Securitization Note Holder (or its Non-Lead Securitization 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 any action set forth in the Asset Status Report before the expiration of the aforementioned
ten (10) Business Day period if the Lead Securitization Note Holder (or Master Servicer or Special Servicer, as applicable) determines
that immediate action with respect thereto is necessary to protect the interests of the Note Holders. In no event shall the Lead
Securitization Note Holder (or Master Servicer or Special Servicer, acting on its behalf) be obligated at any time to follow or
take any alternative actions recommended by the Non-Lead Securitization Note Holder (or its Non-Lead Securitization Note Holder
Representative).


 


In addition to the consultation
rights of the Non-Lead Securitization Note Holder (or its Non-Lead Securitization Note Holder Representative) provided in the immediately
preceding paragraph, the Non-Lead Securitization Note Holder shall have the right to attend (in person or telephonically, in the
discretion of the Master Servicer or Special Servicer, as


 






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applicable) annual meetings with the Lead Securitization Note Holder
(or the Master Servicer or the Special Servicer acting on its behalf), upon reasonable notice and at times reasonably acceptable
to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.


 


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


 


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


 


Section 6.          Rights
of the Controlling Note Holder.


 


(a)          The
Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights
and obligations with respect to the Mortgage Loan (the “Controlling Note Holder Representative”). The Controlling
Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace the Controlling
Note Holder Representative. When exercising its various rights under Section 5 and elsewhere in this Agreement, the Controlling
Note Holder may, at its option, in each case, act through the Controlling Note Holder Representative. The Controlling Note Holder
Representative may be any Person (other than the Mortgage Loan Borrower or any Affiliate of the Mortgage Loan Borrower), including,
without limitation, the Controlling Note


 






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Holder, any officer or employee of the Controlling Note Holder, any Affiliate of the Controlling
Note Holder or any other unrelated third party. No such Controlling Note Holder Representative shall owe any fiduciary duty or
other duty to any other Person (other than the Controlling Note Holder). All actions that are permitted to be taken by the Controlling
Note Holder under this Agreement may be taken by the Controlling Note Holder Representative acting on behalf of the Controlling
Note Holder. 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 the 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.


 


Neither the Controlling
Note Holder Representative nor the Controlling Note Holder, in such capacity, will have any liability to the other Note Holders
or any other Person for any action taken, or for refraining from the taking of any action or the giving of any consent or the failure
to give any consent pursuant to this Agreement or the Lead Securitization Servicing Agreement, or errors in judgment, absent any
loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence. The Note Holders agree
that the Controlling Note Holder Representative and the Controlling Note Holder (whether acting in place of the Controlling Note
Holder Representative when no Controlling Note Holder Representative shall have been appointed hereunder or otherwise exercising
any right, power or privilege granted to the Controlling Note Holder hereunder) may take or refrain from taking actions, or give
or refrain from giving consents, that favor the interests of one Note Holder over the other Note Holder, and that the Controlling
Note Holder Representative may have special relationships and interests that conflict with the interests of a Note Holder and,
absent willful misfeasance, bad faith or gross negligence on the part of the Controlling Note Holder Representative or the Controlling
Note Holder, as the case may be, acting in such capacity, agree to take no action against the Controlling Note Holder Representative,
the Controlling Note Holder or any of their respective officers, directors, employees, principals or agents as a result of such
special relationships or interests, and that neither the Controlling Note Holder Representative nor the Controlling Note Holder
will be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misfeasance or to
have recklessly disregarded any exercise of its rights by reason of its having acted or refrained from acting, or having given
any consent or having failed to give any consent, solely in the interests of any Note Holder.


 


Each Non-Controlling
Note Holder shall provide notice of its identity and contact information (including any change thereof) to the Trustee, Certificate
Administrator, the Master Servicer and the Special Servicer under the Lead Securitization Servicing Agreement; provided,
that each Initial Note Holder shall be deemed to have provided such notice on the date hereof.


 






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The Trustee, Certificate Administrator,
the Master Servicer and the Special Servicer under the Lead Securitization Servicing Agreement 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.


 


The Non-Controlling Note
Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights and obligations
with respect to the Mortgage Loan (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) and the second paragraph of this Section 6(a) shall apply to the Non-Controlling Note Holder and
its Non-Controlling Note Holder Representative mutatis mutandis.


 


(b)          The
Controlling Note Holder shall be entitled to exercise (x) the rights and powers granted to the Controlling Note Holder hereunder
and (y) the rights and powers granted to the Lead Securitization Controlling Class Representative or similar party under, and as
defined in, the Lead Securitization Servicing Agreement with respect to the Mortgage Loan. 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 Loan” (as defined in the Lead Securitization Servicing Agreement) and (2) the Special Servicer with respect to all
matters for which the Master Servicer must obtain the consent or deemed consent of the Special Servicer, and, except as set forth
below, (i) the Master Servicer shall not be permitted to implement any Major Decision unless it has obtained the prior written
consent of the Special Servicer and (ii) the Special Servicer shall not be 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 in connection with an Acceptable Insurance Default,
thirty (30) days) after receipt of the written recommendation and analysis and such additional information requested by the Controlling
Note Holder, and reasonably available to the Special Servicer, as may be necessary 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.


 


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


 


No objection, consent,
direction 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


 






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or Special Servicer’s obligation to act in accordance
with the Servicing Standard or materially expand the scope of responsibilities of any of the Master Servicer or Special Servicer,
as applicable.


 


Section
7.       Appointment of Special Servicer. Subject to the conditions and
requirements set forth in the Lead Securitization Servicing Agreement, the Controlling Note Holder (or its Controlling Note
Holder Representative) shall have the right at any time and from time to time, with or without cause, to replace the Special
Servicer then acting with respect to the Mortgage Loan and appoint a replacement Special Servicer in lieu thereof. Any
designation by the Controlling Note Holder (or its Controlling Note Holder Representative) of a Person to serve as Special
Servicer shall be made by delivering to the other Note Holder, the Master Servicer, the then existing Special Servicer and
other parties to the Lead Securitization Servicing Agreement a written notice stating such designation and satisfying the
other conditions to such replacement as set forth in the Securitization Servicing Agreements (including, without limitation,
Companion Loan Rating Agency confirmations, if required under any such Securitization Servicing Agreements). The
Controlling Note Holder shall be solely responsible for any expenses incurred in connection with any such replacement without
cause. The Controlling Note Holder shall notify the other parties hereto of its termination of the then currently serving
Special Servicer and its appointment of a replacement Special Servicer in accordance with this Section 7. If the Controlling
Note Holder has not appointed a Special Servicer with respect to the Mortgage Loan as of the consummation of the
securitization under the Lead Securitization Servicing Agreement, then the initial Special Servicer designated in the Lead
Securitization Servicing Agreement shall serve as the initial Special Servicer but this shall not limit the right of the
Controlling Note Holder (or its Controlling Note Holder Representative) to designate a replacement Special Servicer for the
Mortgage Loan as aforesaid. If a Servicer Termination Event on the part of the Special Servicer has occurred that affects the
Non-Controlling Note Holder, the Non-Controlling Note Holder shall have the right to direct the Trustee (or at any time that
the Mortgage Loan is no longer included in a Securitization Trust, the Controlling Note Holder) to terminate the Special
Servicer under the Lead Securitization Servicing Agreement solely with respect to the Mortgage Loan pursuant to and in
accordance with the terms of the Lead Securitization Servicing Agreement. The Controlling Note Holder and the Non-Controlling
Note Holder acknowledge and agree that any successor special servicer appointed to replace the Special Servicer with respect
to the Mortgage Loan that was terminated for cause at the Non-Controlling Note Holder’s direction cannot at any time be
the person (or an Affiliate thereof) that was so terminated without the prior written consent of the Non-Controlling Note
Holder. The Non-Controlling Note Holder that directs 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 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 Collection Account under the Lead Securitization Servicing
Agreement.


 


Section 8.          Payment
Procedure.


 


(a)          The
Lead Securitization Note Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the
Lead Securitization Servicing Agreement,


 






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shall deposit or cause to be deposited all payments allocable to the Notes to the Collection
Account and/or Companion Distribution Account pursuant to and in accordance with the Lead Securitization Servicing Agreement. The
Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such amounts to the applicable account
within two Business Days after receipt by it 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.


 


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


 


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


 


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


 


Section
9.          Limitation on Liability of the Note Holders. Each Note
Holder shall have no liability to any other Note Holder with respect to its Note except with respect to losses actually
suffered due to the negligence, willful misconduct or breach of this Agreement on the part of such Note Holder.


 






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


 


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


 


Section
11.          Representations of the Note Holders. Each Note Holder
represents and warrants that the execution, delivery and performance of this Agreement is within its corporate powers, has
been duly authorized by all necessary corporate action, and does not contravene such Note Holder’s charter or any law
or contractual restriction binding upon such Note Holder, and that this Agreement is the legal, valid and binding obligation
of such Note Holder enforceable against such Note Holder in accordance with its terms, except as such enforcement may be
limited by bankruptcy, insolvency, reorganization, moratorium or other


 






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similar laws affecting the enforcement of
creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law), and except that the enforcement of rights with respect to indemnification
and contribution obligations may be limited by applicable law. Each Note Holder represents and warrants that it is duly
organized, validly existing, in good standing and in possession of all licenses and authorizations necessary to carry on its
business. Each Note Holder represents and warrants that (a) this Agreement has been duly executed and delivered by such
Note Holder, (b) to such Note Holder’s actual knowledge, all consents, approvals, authorizations, orders or
filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of
this Agreement by such Note Holder have been obtained or made and (c) to such Note Holder’s actual knowledge,
there is no pending action, suit or proceeding, arbitration or governmental investigation against such Note Holder, an
adverse outcome of which would materially and adversely affect its performance under this Agreement.


 


Section
12.          No Creation of a Partnership or Exclusive Purchase
Right. Nothing contained in this Agreement, and no action taken pursuant hereto shall be deemed to constitute the
relationship created hereby between the Note Holders as a partnership, association, joint venture or other entity. The Lead
Securitization Note Holder shall have no obligation whatsoever to offer to the 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 a 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. The Non-Lead Securitization Note Holder shall not 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 the other Note Holder or its Affiliates may make loans or otherwise extend credit to, and
generally engage in any kind of business with, the Mortgage Loan Borrower or any Affiliate thereof, any entity that is a
holder of debt secured by direct or indirect ownership interests in the Mortgage Loan Borrower or any entity that is a holder
of a preferred equity interest in the Mortgage Loan Borrower (each, a “Mortgage Loan Borrower Related
Party”), and receive payments on such other loans or extensions of credit to Mortgage Loan Borrower Related Parties
and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement and
the transactions contemplated hereby were not in effect.


 


Section 14.          Sale
of the Notes.


 


(a)          Except
as contemplated by the second following sentence, 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 (a “Transfer”)
except to a Qualified Institutional Lender. Promptly after the Transfer, the non-transferring Note Holder shall be provided with
(x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional
Lender (except in the case of a Transfer in accordance with the immediately following sentence) and (y) a copy of the


 






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assignment
and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion
thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring
Note Holder and (b) if such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency
Confirmation from each Rating Agency then rating the securities of such Securitization Trust. Notwithstanding the foregoing, without
the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring
Note Holder’s Note is held in a Securitization Trust, until a Rating Agency Confirmation is obtained, 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 the 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 in connection with any such Transfer. Notwithstanding the foregoing,
each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder or of any other Person or
having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note.
None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance
with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance
with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon
the Mortgage Loan becoming a Defaulted Loan, to a single member limited liability or limited partnership, 100% of the equity interest
in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships,
by the Lead Securitization Trust.


 


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


 


(c)          Notwithstanding
any other provision hereof, any Note Holder may pledge (a “Pledge”) its Note to any entity (other than the Mortgage
Loan Borrower or any Affiliate thereof) which has extended a credit facility to such Note Holder and that is either a Qualified
Institutional Lender or a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent)
or better by each Rating Agency (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


 






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Confirmation. Upon written notice by the applicable Note Holder to any other Note Holder and any Servicer that a Pledge has been
effected (including the name and address of the applicable Note Pledgee), such 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 any
other Note Holder hereunder, but such Note Pledgee shall not be obligated to cure any such default; (iii) that no amendment,
modification, waiver or termination of this Agreement shall be effective against such Note Pledgee without the written consent
of such Note Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed; (iv) that such other Note
Holder shall give to such Note Pledgee copies of any notice of default under this Agreement simultaneously with the giving of same
to the pledging Note Holder; (v) that such other Note Holder shall deliver to Note Pledgee such estoppel certificate(s) as
Note Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory
to such other Note Holder; and (vi) that, upon written notice (a “Redirection Notice”) to the other Note
Holders and any Servicer by such Note Pledgee that the pledging Note Holder is in default, beyond any applicable cure periods,
under the pledging Note Holder’s obligations to such Note Pledgee pursuant to the applicable credit agreement between the
pledging Note Holder and such Note Pledgee (which notice need not be joined in or confirmed by the pledging Note Holder), and until
such Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee shall be entitled to receive any payments
that any Note Holder or Servicer would otherwise be obligated to pay to the pledging Note Holder from time to time pursuant to
this Agreement or the Lead Securitization Servicing Agreement. Any pledging Note Holder hereby unconditionally and absolutely releases
the other Note Holders 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. A Note Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Note Holder
to such Note Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law
and this Agreement. In such event, the Note Holders and any Servicer shall recognize such Note Pledgee (and any transferee other
than the Mortgage Loan Borrower or any Affiliate thereof which is also a Qualified Institutional Lender at any foreclosure or similar
sale held by such Note Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, as the successor to the
pledging Note Holder’s rights, remedies and obligations under this Agreement, and any such Note Pledgee or Qualified Institutional
Lender shall assume in writing the obligations of the pledging Note Holder hereunder accruing from and after such Transfer (i.e.,
realization upon the collateral by such Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The
rights of a Note Pledgee under this Section 14(c) shall remain effective as to any Note Holder (and any Servicer) unless and
until such Note Pledgee shall have notified any such Note Holder (and any Servicer, as applicable) in writing that its interest
in the pledged Note has terminated.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


In connection with any
Transfer of a Note (but excluding any Pledgee unless and until it realizes on its Pledge), a transferee shall execute an assignment
and assumption agreement (unless the transferee is a Securitization Trust and the related pooling and servicing agreement
requires the parties thereto to comply with this Agreement), whereby such transferee assumes all of the obligations of the applicable
Note Holder hereunder with respect to such Note thereafter accruing and agrees to be bound by the terms of this Agreement, including
the applicable restriction on Transfers set forth in Section 14, from and after the date of such assignment. No transfer of
a Note may be made unless it is registered on the Note Register, and the Agent shall not recognize any attempted or purported transfer
of any Note in violation of the


 






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provisions of Section 14 and this Section 15. Any such purported transfer shall be absolutely
null and void and shall vest no rights in the purported transferee. Each Note Holder desiring to effect such transfer shall, and
does hereby agree to, indemnify the Agent and the other Note Holders 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 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.


 






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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) to make other provisions with respect to matters or questions arising under
this Agreement, which shall not be inconsistent with the provisions of this Agreement.


 


Section
19.          Successors and Assigns; Third Party Beneficiaries. This
Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
Except as provided herein, including without limitation, with respect to the Trustee, Certificate Administrator, Master
Servicer and Special Servicer and the 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.


 


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


 


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


 


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


 


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


 


Section
24.          Withholding Taxes.  (a) If the Lead Securitization Note Holder or the
Mortgage Loan Borrower shall be required by law to deduct and withhold Taxes from interest, fees or other amounts payable to
the Non-Lead Securitization Note Holder with respect to the Mortgage Loan as a result of the Non-Lead Securitization Note
Holder constituting a


 






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


 


(b)          The
Non-Lead Securitization Note Holder shall and hereby agrees to indemnify the Lead Securitization Note Holder against and hold the
Lead Securitization Note Holder harmless from and against any Taxes, interest, penalties and attorneys’ fees and disbursements
arising or resulting from any failure of the Lead Securitization Note Holder to withhold Taxes from payment made to the Non-Lead
Securitization Note Holder in reliance upon any representation, certificate, statement, document or instrument made or provided
by the Non-Lead Securitization Note Holder to the Lead Securitization Note Holder in connection with the obligation of the Lead
Securitization Note Holder to withhold Taxes from payments made to the Non-Lead Securitization Note Holder, it being expressly
understood and agreed that (i) the Lead Securitization Note Holder shall be absolutely and unconditionally entitled to accept
any such representation, certificate, statement, document or instrument as being true and correct in all respects and to fully
rely thereon without any obligation or responsibility to investigate or to make any inquiries with respect to the accuracy, veracity,
correctness or validity of the same and (ii)the Non-Lead Securitization Note Holder, upon request of the Lead Securitization Note
Holder and at its sole cost and expense, shall defend any claim or action relating to the foregoing indemnification using counsel
selected by the Lead Securitization Note Holder.


 


(c)          The
Non-Lead Securitization Note Holder represents to the Lead Securitization Note Holder (for the benefit of the Mortgage Loan Borrower)
that it is not a Non-Exempt Person and that neither the Lead Securitization Note Holder nor the Mortgage Loan Borrower is obligated
under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise pursuant to this Agreement.
Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of this Agreement, the
Non-Lead Securitization Note Holder shall deliver to the Lead Securitization Note Holder or Servicer, as applicable, evidence satisfactory
to the Lead Securitization Note Holder substantiating that such Note Holder is not a Non-Exempt Person and that the Lead Securitization
Note Holder is not obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise
under this Agreement. Without limiting the effect of the foregoing, (i) if the Non-Lead Securitization Note Holder is created
or organized under the laws of the United States, any state thereof or the District of Columbia, it shall satisfy the requirements
of the preceding sentence by furnishing to the Lead Securitization Note Holder an Internal Revenue Service Form W-9 and (ii) if
the Non-Lead Securitization Note Holder is not created or organized under the laws of the United States, any state thereof or the
District of Columbia, and if the payment of interest or other amounts by the Mortgage Loan Borrower is treated for United States
income tax purposes as derived in whole or part from sources within the United States, such Note Holder shall satisfy the requirements
of the preceding sentence by furnishing to the Lead Securitization Note Holder Internal Revenue


 






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Service
Form W-8ECI, Form W-8IMY (with appropriate attachments) or Form W-8BEN, or successor forms, as may be required from time to time,
duly executed by such Note Holder, as evidence of such Note Holder’s exemption from the withholding of United States tax
with respect thereto. The Lead Securitization Note Holder shall not be obligated to make any payment hereunder with respect to
the Non-Lead Securitization Note or otherwise until the Non-Lead Securitization Note Holder shall have furnished to the Lead Securitization
Note Holder requested forms, certificates, statements or documents.


 


Section
25.          Custody of Mortgage Loan Documents. Prior to the Lead
Securitization, the originals of all of the Mortgage Loan Documents shall be held by the Initial Agent on behalf of the
registered holders of the Notes. On and after the closing of the Lead Securitization, the originals of all of the Mortgage
Loan Documents (other than the originals of the Non-Lead Securitization Note) shall be held in the name of the Trustee (and
held by a duly appointed custodian therefor) in accordance with the terms of the Lead Securitization Servicing Agreement, on
behalf of the registered holders of the Notes; provided that if the Lead Securitization is the Note A-2 Securitization, all
Mortgage Loan Documents (other than Note A-2) shall not be recorded or filed to reflect the name of the trustee under the
Note A-2 PSA (except to the extent specifically provided for in the Note A-2 PSA to the extent Note A-1 is not included in a
securitization within a specified period of time).


 


Section
26.          Cooperation in Securitization. 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, the related Non-Securitizing Note Holder shall use reasonable efforts, at such Securitizing Note Holder’s
expense, to satisfy, and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to
satisfy, the market standards to which such Securitizing Note Holder customarily adheres or that may be reasonably required
in the marketplace or by the Rating Agencies in connection with such Securitization, including, entering into (or
consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such
Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan
Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect such Securitization; provided,
that no Non-Securitizing Note Holder shall be required to modify or amend this Agreement or any Mortgage Loan Documents (or
consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change
the interest allocable to, or the amount of any payments due to or priority of such payments to, such Non-Securitizing Note
Holder or (ii) materially increase such Non-Securitizing Note Holder’s obligations or materially decrease such
Non-Securitizing Note Holder’s rights, remedies or protections. In connection with any Securitization, each related
Non-Securitizing Note Holder shall provide for inclusion in any disclosure document relating to such Securitization such
information concerning such Non-Securitizing Note Holder and its Note as the related Securitizing Note Holder reasonably
determines to be necessary or appropriate, and such Non-Securitizing Note Holder shall, at such 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 such Securitizing Note Holder
(without any obligation to make additional representations and warranties) to enable such Securitizing Note Holder to make
all necessary certifications and


 






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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 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.


 


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


 


Section
27.          Notices. All notices required hereunder shall be given
by (i)  facsimile transmission (during business hours) if the sender on the same day sends a confirming copy of such
notice by reputable overnight delivery service (charges prepaid), (ii) reputable overnight delivery service (charges
prepaid) or (iii) certified United States mail, postage prepaid return receipt requested, and addressed to the
respective parties at their addresses set forth on Exhibit B hereto, or at such other address as any party
shall hereafter inform the other party by written notice given as aforesaid. All written notices so given shall be deemed
effective upon receipt.


 


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


 


Section 29.          Certain
Matters Affecting the Agent.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


Section 30.          Reserved.


 


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


 


Section
32.          Resizing. Notwithstanding any other provision of this
Agreement, for so long as WFB or an affiliate (an “Original Entity”) is the owner of the Non-Lead
Securitization Note (the “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 either case, “New Notes”) reallocating the principal of the Owned Note to such New Notes; or
severing the Owned Note into one or more further “component” notes in the aggregate principal amount equal to the
then outstanding principal balance of the Owned Note provided that (i) the aggregate principal balance of all
outstanding New Notes following such amendments is no greater than the aggregate principal of the Owned Note prior to such
amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments,
(iii) all Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be
automatically subject to the terms of this Agreement, (iv) the 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, and (v) the execution of such amendments and New Notes does not
violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Original Entity holding the New Notes
(and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to
the New Notes, as so modified. Except for the foregoing


 



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reallocation
and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified
or amended without the consent of its holder and the consent of the holder of the other Note. In connection with the foregoing
(provided the conditions set forth in (i) through (v) above are satisfied, with respect to (i) through (iv), as certified by the
Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to
execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable,
solely for the purpose of reflecting such reallocation of principal. If more than one New Note is created hereunder, for purposes
of exercising the rights of a Non-Controlling Note Holder hereunder, the “Non-Controlling Note Holder” of such New
Notes shall be as provided in the definition of such term in this Agreement.


 




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


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Initial Agent and Initial Note A-1 Holder and Initial Note A-2 Holder
	 	 	 
	 	By:	/s/ Jeffrey L. Cirillo
	 	 	Name: Jeffrey L. Cirillo
	 	 	Title: Director









 


(Agreement
Between Note Holders – 10 South LaSalle Street Loan)  


 




    	 	S-1	 



    	 



    

 


EXHIBIT A



MORTGAGE LOAN SCHEDULE





 


Description of Mortgage Loan


 


	Mortgage Loan Borrower:	10 South LaSalle Owner LLC
	Date of Mortgage Loan:	December 31, 2015
	Date of Notes:	December 31, 2015
	Original Principal Amount of Mortgage Loan:	$105,000,000
	Principal Amount of Mortgage Loan as of the date hereof:	$105,000,000
	Initial Note A-1 Principal Balance:	$30,000,000
	Initial Note A-2 Principal Balance:	$75,000,000
	Location of Mortgaged Property:	Chicago, IL
	Initial Maturity Date:

                                                                                 
	
        January 11, 2016 



  


    	 	A-1	 



    	 



    


 


EXHIBIT B


 


1.            Initial
Note A-1 Holder:


  


Wells Fargo Bank, National Association

375 Park Avenue, 2nd Floor

J0127-023

New York, New York 10152

Attention: A.J. Sfarra



with a copy to:



Jeff D. Blake, Esq.

Senior Counsel

Wells Fargo Law Department

D1053-300

301 South College St.

Charlotte, North Carolina 28288


 


2.            Initial
Note A-2 Holder:


  


Wells Fargo Bank, National Association

375 Park Avenue, 2nd Floor

J0127-023

New York, New York 10152

Attention: A.J. Sfarra



with a copy to:



Jeff D. Blake, Esq.

Senior Counsel

Wells Fargo Law Department

D1053-300

301 South College St.

Charlotte, North Carolina 28288


 




    	C-1



    	 



    

 


EXHIBIT C



PERMITTED FUND MANAGERS


 




1.            AllianceBernstein


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.            Clarion
Partners


9.            Colony
Capital, LLC


10.          DLJ
Real Estate Capital Partners


11.          Dune
Real Estate Partners


12.          Eightfold
Real Estate Capital, L.P.


13.          Five
Mile Capital Partners


14.          Fortress
Investment Group, LLC


15.          Garrison
Investment Group


16.          H/2
Capital Partners LLC


17.          Hudson
Advisors


18.          Investcorp
International


19.          iStar
Financial Inc.


20.          J.P.
Morgan Investment Management Inc.


21.          JER
Partners


22.          Lend-Lease
Real Estate Investments


23.          Libermax
Capital LLC


24.          LoanCore
Capital


25.          Lone
Star Funds


26.          Lowe
Enterprises


27.          Normandy
Real Estate Partners


28.          Och-Ziff
Capital Management Group


29.          Praedium
Group


30.          Raith
Capital Partners, LLC


31.          Rialto
Capital Management LLC


32.          Rockpoint
Group


33.          Rockwood


34.          RREEF
Funds


35.          Square
Mile Capital Management


36.          The
Blackstone Group


37.          The
Carlyle Group


38.          Torchlight
Investors


39.          Walton
Street Capital, L.L.C.


40.          Westbrook
Partners


41.          Wheelock
Street Capital


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


 






    	C-2