Exhibit 4.8 


 


EXECUTION VERSION


 


AGREEMENT BETWEEN NOTE HOLDERS


 


Dated as of February 11, 2016


 


by and between


 


MORGAN STANLEY BANK,
N.A. 


(Initial Note A-1A Holder)


 


and


 


MORGAN STANLEY BANK, N.A.


 (Initial Note A-1B Holder)


 


and


 


MORGAN STANLEY BANK, N.A.


 (Initial Note A-1C Holder)


 


and


 


MORGAN STANLEY BANK, N.A.


 (Initial Note A-2 Holder)


 


Penn Square Mall Loan


 



    	 



    	 



    







 


	TABLE OF CONTENTS
	 
	 	 	Page
	 
	Section 1.	Definitions	1
	Section 2.	Servicing of the Mortgage Loan	16
	Section 3.	Priority of Payments	26
	Section 4.	Workout	31
	Section 5.	Administration of the Mortgage Loan	32
	Section 6.	Appointment of Controlling Note Holder Representative and Non-Controlling Note Holder Representative	36
	Section 7.	Appointment of Special Servicer	37
	Section 8.	Payment Procedure	38
	Section 9.	Limitation on Liability of the Note Holders	39
	Section 10.	Bankruptcy	40
	Section 11.	Representations of the Note Holders	40
	Section 12.	No Creation of a Partnership or Exclusive Purchase Right	41
	Section 13.	Other Business Activities of the Note Holders	41
	Section 14.	Sale of the Notes	41
	Section 15.	Registration of the Notes and Each Note Holder	44
	Section 16.	Governing Law; Waiver of Jury Trial	45
	Section 17.	Submission To Jurisdiction; Waivers	45
	Section 18.	Modifications	45
	Section 19.	Successors and Assigns; Third Party Beneficiaries	46
	Section 20.	Counterparts	46
	Section 21.	Captions	46
	Section 22.	Severability	46
	Section 23.	Entire Agreement	46
	Section 24.	Withholding Taxes	46
	Section 25.	Custody of Mortgage Loan Documents	48
	Section 26.	Cooperation in Securitization	48
	Section 27.	Notices	49
	Section 28.	Broker	49
	Section 29.	Certain Matters Affecting the Agent	49
	Section 30.	Resignation of Agent	50
	Section 31.	Resizing	50


 



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This AGREEMENT
BETWEEN NOTE HOLDERS, dated as of February 11, 2016 by and between MORGAN STANLEY BANK, N.A. (“MSBNA”), as initial
owner of Note A-1A (the “Initial Note A-1A Holder” and, in its capacity as the initial agent, the “Initial
Agent”), MSBNA, as initial owner of Note A-1B (the “Initial Note A-1B Holder”), MSBNA, as initial
owner of Note A-1C (the “Initial Note A-1C Holder”) and MSBNA, as initial owner of Note A-2 (the “Initial
Note A-2 Holder” and, together with the Initial Note A-1A Holder, the Initial Note A-1B Holder and the Initial Note A-1C
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), MSBNA originated a certain loan (the “Mortgage Loan”) described
on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to the mortgage loan borrower described
on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which is evidenced, inter alia, by a promissory
note dated December 22, 2015 made by the Mortgage Loan Borrower, which was subsequently split into three (3) promissory notes pursuant
to a note splitter agreement dated as of January 6, 2016 in favor of the Initial Note Holders: (i) Note A-1A in the original principal
amount of $69,900,000 (as amended, modified or supplemented, “Note A-1A”), (ii) Note A-1B in the original principal
amount of $90,000,000 (as amended, modified or supplemented, “Note A-1B”), (iii) Note A-1C in the original principal
amount of $46,600,000 (as amended, modified or supplemented, “Note A-1C”) and (iv) Note A-2 in the original
principal amount of $103,500,000 (as amended, modified or supplemented, “Note A-2” and, together with Note A-1A,
Note A-1B and Note A-1C, the “Notes”);


 


WHEREAS, each
of the Notes is secured by a first mortgage (as amended, modified or supplemented, the “Mortgage”) on certain
real property located as described in the Mortgage Loan Agreement (collectively, 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 thereto in the Lead Securitization
Servicing Agreement. Whenever used in this Agreement, the following terms shall have the respective meanings set forth below unless
the context clearly requires otherwise.


 


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


 


“Accepted
Servicing Practices” shall have the meaning set forth in the Lead Securitization Servicing Agreement. Accepted Servicing
Practices set forth 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 (taking into account the subordinate nature of the Junior Note).


 


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


 


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


 


“Advance
Interest” shall mean interest at the Advance Rate payable to the Master Servicer, the Special Servicer or the Trustee
on outstanding Advances with respect to the Mortgage Loan.


 


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


 


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


 


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


 


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


 


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


 


“Appraisal
Reduction Amount” shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement.


 


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


 


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


 


“Balloon
Payment” shall mean, with respect to the Mortgage Loan, the payment of principal due on its stated maturity date.


 


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


 






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


 


“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 Wells Fargo Bank, National Association or its successor in interest, or any successor 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.


 


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


 


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


 


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


 


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


 


“Controlling
Class Representative” shall have the meaning assigned to the term “Controlling Class Representative” or any
analogous term in the Lead Securitization Servicing Agreement.


 


“Controlling Note” shall mean Note A-1A.


 


“Controlling
Note Holder” shall mean the holder of the Controlling Note; provided that at any time the Controlling Note
is included in the Lead Securitization, references to the “Controlling Note Holder” herein shall mean the
Controlling Class Representative or any other party assigned the rights to exercise the rights of the Controlling Note Holder
pursuant to the Lead Securitization Servicing Agreement; provided, that for so long as 50% or more of the Controlling
Note is held by (or the majority “controlling class” holder or other party assigned the rights to exercise the
rights of the Controlling Note Holder (as described above) is) the Mortgage


 






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Loan Borrower or a Borrower Affiliate, the Controlling Note
(and such party assigned the rights to exercise the rights of the Controlling Note Holder as described above) shall not be entitled
to exercise any rights of the Controlling Note Holder, and there shall be deemed to be no Controlling Note Holder hereunder.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Initial
Note A-1C 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


 






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


 


“Interest
Rate” shall mean, with respect to any Note, the corresponding interest rate set forth on the Mortgage Loan Schedule.


 


“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.


 


“Junior Note” shall mean Note A-2.


 


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


 


“Lead
Securitization” shall mean the Securitization of Note A-1A in a Securitization Trust to be designated by the Initial
Note A-1A Holder.


 


“Lead Securitization Note(s)” shall mean
Note A-1A and Note A-2.


 


“Lead Securitization Note Holder” shall mean
the Note Holder of Note A-1A.


 


“Lead
Securitization Servicing Agreement” shall mean the trust and servicing agreement to be entered into in connection with
the Lead Securitization and issuance of the Morgan Stanley Capital I Trust 2016-PSQ, Commercial Mortgage Pass Through Certificates,
Series 2016-PSQ, between the Trustee, the Master Servicer, the Special Servicer, the Depositor and the Certificate Administrator.


 


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


 


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


 


“Master
Servicer” shall mean Wells Fargo Bank, National Association or its successor in interest, or any successor Master Servicer
(or analogous term) appointed as provided in the Lead Securitization Servicing Agreement.


 


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


 






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“Monthly
Payment Date” shall mean the Scheduled 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 22, 2015, between the Mortgage Loan Borrower and
MSBNA, as the lender, as the same may be further amended, restated, supplemented or otherwise modified from time to time, subject
to the terms hereof.


 


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


 


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


 


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


 


“Mortgage
Loan Interest Rate” shall mean the per annum rate at which interest accrues on the Mortgage Loan, without regard
to any increase in such rate as a result of a default thereunder.


 


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


 


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


 


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


 


“MSMCH” shall mean Morgan Stanley Mortgage
Capital Holdings LLC.


 


“Net
Interest Rate” shall mean, with respect to any Note, the related Interest Rate, less the applicable Primary Servicing
Fee Rate.


 


“New Notes” shall have the meaning assigned
to such term in Section 31.


 


“Non-Controlling Note” means each Note other
than the Controlling Note.


 






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“Non-Controlling
Note Holder” means any holder of a Non-Controlling Note; provided that with respect to each Non-Controlling
Note, at any time such Non-Controlling Note is included in a Non-Lead Securitization, references to the
“Non-Controlling Note Holder” herein shall mean the Non-Lead Securitization Controlling Class Representative
under the related Non-Lead Securitization Servicing Agreement or any other party assigned the rights to exercise the rights
of such Non-Controlling Note Holder pursuant to the related Non-Lead Securitization Servicing Agreement, as to the identity
of which the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer) has been given written
notice; provided, that for so long as 50% or more of such Non-Controlling Note is held by (or the majority
“controlling class” holder or other party assigned the rights to exercise the rights of such Non-Controlling Note
Holder (as described above) is) the Mortgage Loan Borrower or a Borrower Affiliate, such Non-Controlling Note (and such party
assigned the rights to exercise the rights of such Non-Controlling Note Holder as described above) shall not be entitled to
exercise any rights of such Non-Controlling Note Holder, and there shall be deemed to be no Non-Controlling Note Holder
hereunder with respect to such Non-Controlling Note. The Lead Securitization Note Holder (or the Master Servicer or
the Special Servicer acting on its behalf) shall not be required at any time to deal with more than one party in respect of
any Note that is exercising the rights of a “Non-Controlling Note Holder” herein or under the Lead Securitization
Servicing Agreement, and (x) to the extent that the related Non-Lead Securitization Servicing Agreement assigns such rights
to more than one party or (y) to the extent a Non-Controlling Note is split into two or more New Notes pursuant to Section 31
hereof or more than one Non-Controlling Note is included in such Securitization, for purposes of this Agreement, the related
Non-Lead Securitization Servicing Agreement or the holders of such New Notes shall designate one party to deal with the Lead
Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) and provide written notice
of such designation to the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer acting on its
behalf); provided that, in the absence of such designation and notice, the Lead Securitization Note Holder (or the
Master Servicer or the Special Servicer acting on its behalf) shall be entitled to treat the last party as to which it has
received written notice as having been designated as 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 any related Non-Controlling Note
Holder (or the related Non-Lead Master Servicer or another party acting on its behalf), the current Note Holder of each
Non-Controlling Note is the “Non-Controlling Note Holder” with respect to such Note.


 


Prior to Securitization
of any Non-Controlling Note (including any New Notes), all notices, reports, information or other deliverables required to be delivered
to the related Non-Controlling Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead
Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) only need to be delivered to the
related Non-Controlling Note Holder Representative and, when so delivered to such Non-Controlling Note Holder Representative, the
Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied
its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement. Following Securitization
of any Non-Controlling Note, all notices, reports, information or other deliverables required to be delivered to the related Non-Controlling
Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Securitization Note


 






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Holder (or the Master Servicer or the Special Servicer acting
on its behalf) shall be delivered to the related Non-Lead Master Servicer and the related 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 the related Non-Lead Master Servicer and the related 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.


 


Notwithstanding
any of the foregoing to the contrary, any such delivery requirements shall be deemed satisfied so long as the related Non-Controlling
Note is a Lead Securitization Note.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Non-Lead
Securitization Controlling Class Representative” shall mean, with respect to any Non-Lead Securitization Note, the
holders of the majority of the class of securities issued in a related Non-Lead Securitization designated as the
“controlling class”, if any, pursuant to the related Non-Lead Securitization Servicing Agreement or their duly
appointed representative; provided that if 50% or more of such “controlling class” is held by (or such
duly appointed representative is) the Mortgage Loan Borrower or a Borrower Affiliate, there shall be deemed to be no related
Non-Lead Securitization Controlling Class Representative.


 


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


 






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


 


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


 


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


 


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


 


“Non-Lead
Servicer” shall mean, with respect to any related Non-Lead Securitization, the related Non-Lead Master Servicer or Non-Lead
Special Servicer, as the context may require.


 


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


 


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


 


“Nonrecoverable
Administrative Advance” shall mean any Administrative Advance that is a Nonrecoverable Advance (as defined in the Lead
Securitization Servicing Agreement).


 


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


 


“Nonrecoverable
Property Protection Advance” shall mean any Property Protection Advance that is a Nonrecoverable Advance (as defined
in the Lead Securitization Servicing Agreement).


 


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


 


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


 


“Note
Holder” shall mean with regards to any Note, the related Initial Note Holder and its successors and assigns, or any subsequent
holder of such Note, as applicable.


 


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


 


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


 






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“Note Register” shall have the meaning assigned
to such term in Section 15. “Original Entity” shall have the meaning assigned to such term in Section 31.


 


“Owned Note” shall have the meaning assigned
to such term in Section 31.


 


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


 


“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 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).


 


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


 


“Primary
Servicing Fee Rate” shall have the meaning set forth in the Lead Securitization Servicing Agreement.


 


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


 


“Pro
Rata and Pari Passu Basis” shall mean with respect to the Senior Notes and the related Note Holders, the allocation of
any particular payment, reimbursement, collection, cost, expense, liability or other amount among such Senior Notes or such Note
Holders, as the case may be, without any priority of any such Senior Note or any such Note Holder over another such Senior Note
or Note Holder, as the case may be, and in any event such that each Senior Note or Note Holder, as the case may be, is allocated
its respective pro rata share based on their respective Note Principal Balances (or, in the case of the reimbursement of
a cost, expense or loss, based on the respective reimbursable amounts) (as among Senior Notes) of such particular payment, reimbursement,
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, under common Control with or that Controls any of the Initial Note Holders, or


 


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


  


(c)          one or more of the following:


 


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


 


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


 






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a Qualified Institutional Lender, are each a Qualified Institutional
Lender under clauses (i), (ii), (iv) or (v) of this definition, or


 


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


 


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


 


in the case of any entity referred to
in clause (c)(i), (ii), (iii), (iv)(B) or (v) of this definition, (x) such entity has at least $200,000,000 in
capital/statutory surplus or shareholders’ equity (except with respect to a pension advisory firm or similar fiduciary)
and at least $600,000,000 in total assets (in name or under management), and (y) is regularly engaged in the business of
making or owning commercial real estate loans (or interests therein) similar to the Mortgage Loan (or mezzanine loans with
respect thereto) or owning or operating commercial real estate properties; provided that, in the case of the entity
described in clause (iv)(B) above, the requirements of this clause (y) may be satisfied by a general partner, managing
member, or the fund manager responsible for the day-to-day management and operation of such entity; or


 


(d)          any entity
Controlled by any of the entities described in clause (b) above or that is the subject of a Rating Agency Confirmation as a Qualified
Institutional Lender for purposes of this Agreement from each of the Rating Agencies engaged by the Depositor and any Non-Lead
Depositor to rate the securities issued by the related Securitization Trust.


 


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


 


“Rating
Agencies” shall mean DBRS, Fitch, KBRA, Moody’s, Morningstar and S&P and their respective successors in interest
or, if any of such entities shall for any reason no longer perform the functions of a securities rating agency, any other nationally
recognized


 






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


 


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


 


“Rating
Agency Confirmation” shall mean, with respect to any Securitization, a confirmation in writing by each of the applicable
Rating Agencies for such Securitization that the occurrence of the event with respect to which such Rating Agency Confirmation
is sought shall not result in a downgrade, qualification or withdrawal of the applicable rating or ratings ascribed by such Rating
Agency to any of the securities issued pursuant to such Securitization that are then outstanding. If no such securities are outstanding
or no Notes are part of a Securitization, any action that would otherwise require a Rating Agency Confirmation shall instead require
the consent of the Lead Securitization Note Holder, which consent shall not be unreasonably withheld or delayed. For the purposes
of this Agreement, if any Rating Agency shall waive, decline or refuse to review or otherwise engage any request for Rating Agency
Confirmation hereunder, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition
that a Rating Agency Confirmation by that Rating Agency be obtained for purposes of this Agreement. For purposes of clarity, any
such waiver, declination or refusal to review or otherwise engage in any request for a Rating Agency Confirmation hereunder shall
not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for a Rating Agency Confirmation
hereunder and the condition for Rating Agency Confirmation pursuant to this Agreement for any subsequent request shall apply regardless
of any previous waiver, declination or refusal to review or otherwise engage in such prior request.


 


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


 


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


 


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


 


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


 






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“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, either (a) the applicable replacement has a special
servicer ranking of at least “MOR CS3” by Morningstar (if ranked by Morningstar) or (b) if not ranked by Morningstar,
is currently acting as a special servicer on a deal or transaction-level basis for all or a significant portion of the related
mortgage loans in other commercial mortgage loan securitization transactions rated by any of S&P, Moody’s, Morningstar,
Fitch, DBRS or KBRA and the trustee does not have actual knowledge that Morningstar has, and the replacement special servicer certifies
that Morningstar has not, with respect to any such other commercial mortgage loan securitization transaction, qualified, downgraded
or withdrawn its rating or ratings on one or more classes of such commercial mortgage loan securitization transaction citing servicing
concerns of the applicable replacement as the sole or material factor in such rating action, (v) in the case of KBRA, KBRA has
not cited servicing concerns of such special servicer as the sole or material factor in any qualification, downgrade or withdrawal
of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities
in a transaction serviced by such special servicer prior to the time of determination, and (vi) in the case of DBRS, such special
servicer is currently acting as special servicer for one or more loans included in a commercial mortgage loan securitization that
is rated by DBRS, and DBRS has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities
or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as 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.


 


“Reverse
Sequential Order” shall mean, with respect to any reduction of the Note Principal Balance of any Note(s) or with respect
to the allocation of any expenses and losses relating to the Mortgage Loan and the Mortgaged Property, including, without limitation,
losses of principal or interest, Property Protection Advances (and any Advance Interest thereon), Special Servicing Fees, Liquidation
Fees and Workout Fees, and certain other trust expenses, as well as Appraisal Reduction Amounts, (a) first, to the reduction
of the Note Principal Balance of the Junior Note, until the Note Principal Balance of the Junior Note is reduced to zero; and (b)
second, to the reduction of the Note Principal Balance of each of the Senior Notes, on a Pro Rata and Pari Passu Basis,
until the Note Principal Balance of each such Note is reduced to zero.


 


“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.


 






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


 


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


 


“Securitization
Date” shall mean the closing date of the first Securitization of a Note or portion thereof.


 


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


 


“Securitization
Vehicle” shall have the meaning assigned to such term in the definition of “Qualified Institutional Lender.”
“Securitizing Note Holder” shall mean, with respect to a Securitization, each Note Holder that is contributing
its note to such Securitization.


 


“Senior Notes” shall mean each of Note A-1A,
Note A-1B and Note A-1C.


 


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


 


“Servicer
Mortgage File” shall have the meaning given thereto in the Lead Securitization Servicing Agreement.


 


“Servicer
Termination Event” means a “Servicer Termination Event” or a “Special Servicer Termination Event”,
as applicable, and as defined 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.


 


“Special
Servicer” shall mean Wells Fargo Bank, National Association, or its successor in interest, or any successor Special Servicer
appointed as provided in the Lead Securitization Servicing Agreement and this Agreement.


 


“Special
Servicing Loan Event” shall have the meaning given thereto in the Lead Securitization Servicing Agreement.


 


“Specially
Serviced Mortgage Loan” shall have the meaning given thereto 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.


 






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


 


“Triggering
Event of Default” shall mean (i) any Event of Default with respect to an obligation of the Mortgage Loan Borrower to
pay money due under the Mortgage Loan or (ii) any non-monetary Event of Default as a result of which the Mortgage Loan becomes
a Specially Serviced Mortgage Loan (which, for clarification, shall not include any imminent Event of Default (i.e., subclause
(vii) of the definition of Special Servicing Loan Event)).


 


“Trustee”
shall mean Wilmington Trust, National Association or its successor in interest, or any successor Trustee appointed as provided
in the Lead Securitization Servicing Agreement.


 


“U.S.
Person” shall have the meaning given thereto in the Lead Securitization Servicing 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 (i) monthly payments of principal or interest in respect of any
Note other than the Lead Securitization Notes if such principal or interest is not paid by the Mortgage Loan Borrower or (ii)
any Administrative Advances with respect to any Note other than the Lead Securitization Notes, but the Master Servicer shall
be obligated to make Property Protection Advances in respect of the Mortgage Loan, subject to the terms of the
Lead Securitization Servicing Agreement including any provisions governing the determination of non-recoverability. Each Note
Holder acknowledges that any other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and
agrees that it shall, subject to Section 26, reasonably cooperate with such other Note Holder, at such other Note
Holder’s expense, to effect such Securitization. Subject to the terms and conditions of this Agreement, each Note
Holder hereby irrevocably and unconditionally consents to the appointment of the Master Servicer, the Special Servicer, as
may be replaced pursuant to the terms of the Lead Securitization Servicing Agreement, the Certificate Administrator and the
Trustee under the Lead Securitization Servicing Agreement by the Depositor 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 Holders set forth herein and in the Lead Securitization Servicing
Agreement). The Lead Securitization Servicing Agreement shall not limit the Servicers in enforcing the rights of one Note
Holder against any other Note Holder as may be required in order to service the Mortgage Loan as contemplated by this
Agreement and the Lead Securitization Servicing Agreement; provided, that it is understood and agreed that nothing in
this sentence shall be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder.
Each Servicer shall be


 






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required pursuant to the Lead Securitization Servicing Agreement
(i) to service the Mortgage Loan in accordance with Accepted Servicing Practices, the terms of the Mortgage Loan Documents, the
Lead Securitization Servicing Agreement and applicable law, (ii) to provide information to each Non-Lead Master Servicer and each
Non-Lead Special Servicer under each Non-Lead Securitization Servicing Agreement necessary to enable each such Non-Lead Servicer
to perform its servicing duties under the related Non-Lead Securitization Servicing Agreement, and (iii) to not take any action
or refrain from taking any action or follow any direction inconsistent with the foregoing.


 


At any time that
the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Note Holders
agree to cause the Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note
Holders, pursuant to a servicing agreement that has servicing terms substantially similar to the Lead Securitization
Servicing Agreement (including, without limitation, all applicable provisions relating to delivery of information and reports
necessary for any Non-Lead Securitization to comply with any applicable reporting requirements under the Exchange Act) and
all references herein to the “Lead Securitization Servicing Agreement” shall mean such subsequent servicing
agreement; provided, that if a Non-Lead Securitization Note is in a Securitization and the servicers to be appointed
under such replacement servicing agreement would not otherwise meet the conditions to be a servicer under the Lead
Securitization Servicing Agreement that is being replaced, then a Rating Agency Confirmation shall have been obtained from
each Rating Agency with respect to the securities issued in connection with such Securitization for such Non-Lead
Securitization Note; provided, further, that until a replacement servicing agreement has been entered into, the
Lead Securitization Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Lead
Securitization Servicing Agreement, as if such agreement were still in full force and effect with respect to the
Mortgage Loan, by the applicable Servicer in the Lead Securitization or by any Person appointed by the Lead Securitization
Note Holder that is a qualified servicer meeting the requirements of the Lead Securitization Servicing Agreement. The Note
Holders acknowledge and agree that (i) at any time that the Lead Securitization Notes are no longer included in a
Securitization Trust, the Servicer and the Trustee shall have no obligation to make any P&I Advance or any Administrative
Advance on the Lead Securitization Notes and (ii) at any time that no portion of the Mortgage Loan is included in a
Securitization Trust, the Servicer and the Trustee shall have no obligation to make any Advance with respect to the Mortgage
Loan unless otherwise provided in any related replacement 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, to the
extent provided in the Lead Securitization Servicing Agreement) shall (i) make Property Protection Advances with respect to
the Mortgage Loan, subject to the terms of the Lead Securitization Servicing Agreement and this Agreement, and (ii) make
P&I Advances and Administrative Advances on the Lead Securitization Notes, if and to the extent provided in the Lead
Securitization Servicing Agreement and this Agreement. The Master Servicer, the Special Servicer and the Trustee, as
applicable, shall be entitled to reimbursement for a Property Protection Advance, first from funds on deposit in the
Collection 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 Property Protection Advances, if funds on deposit in the Collection Account
are insufficient and after allocation of such amounts first to the Junior Note, from general collections of each Non-Lead
Securitization, in respect of


 






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the related Non-Lead Securitization Note’s pro rata
share (on a Pro Rata and Pari Passu Basis) of such non-recoverable amounts allocated to the Senior Notes. The Master Servicer,
the Special Servicer and the Trustee, as applicable, shall be entitled to reimbursement for Advance Interest on a Property Protection
Advance (or a Nonrecoverable Property Protection Advance), in the manner and from the sources provided in the Lead Securitization
Servicing Agreement, including from general collections of each Non-Lead Securitization.


 


In addition,
each Non-Lead Securitization Note Holder (including, but not limited to, any Non-Lead Securitization Trust into which such Non-Lead
Securitization Note is deposited) shall be required to, promptly following notice from the Master Servicer, the Special Servicer
or the Trustee, pay or reimburse the Lead Securitization for such Non-Lead Securitization Note Holder’s pro rata share
(on a Pro Rata and Pari Passu Basis) of the portion allocated to the Senior Notes (which amounts shall be allocated to the Notes
in Reverse Sequential Order) 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 Depositor
or CREFC®, as applicable, is entitled to be reimbursed pursuant to the Lead Securitization Servicing Agreement and
any costs, fees and expenses related to obtaining any Rating Agency Confirmation, to the extent amounts on deposit in the Collection
Account are insufficient for reimbursement of such amounts. In addition to the reimbursement obligations with respect to Advances
(and Advance Interest) otherwise provided for in this Agreement, each Non-Lead Securitization Note Holder agrees to indemnify (as
and to the same extent the Lead Securitization Trust is required to indemnify each of the following parties pursuant to the terms
of the Lead Securitization Servicing Agreement) each of the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee 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) (the “Indemnified Parties”)
against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities,
fees and expenses incurred in connection with the servicing and administration of the Mortgage Loan and the Mortgaged Property
under the Lead Securitization Servicing Agreement (collectively, the “Indemnified Items”) to the extent of its
pro rata share (on a Pro Rata and Pari Passu Basis) of such amounts allocated to the Senior Notes (which amounts shall be
allocated to the Notes in Reverse Sequential Order), of such Indemnified Items, and to the extent amounts on deposit in the Collection
Account are insufficient for reimbursement of such amounts, the related Non-Lead Securitization Note Holder shall be required to,
promptly following notice from the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, reimburse
each of the applicable Indemnified Parties for its pro rata share (on a Pro Rata and Pari Passu Basis) of such amounts allocated
to the Senior Notes (which amounts shall be allocated to the Notes in Reverse Sequential Order), of the insufficiency (including,
if a Non-Lead Securitization Note has been included in a Non-Lead Securitization, from general collections or any other amounts
from the related Non-Lead Securitization Trust).


 


The master
servicer under a Non-Lead Securitization (a “Non-Lead Master Servicer”) (or the related Non-Lead Trustee if
not made by such Non-Lead Master Servicer) 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 such Securitization (each such agreement, a “Non-Lead
Securitization Servicing Agreement”), the Lead Securitization


 






    	18



    	 



    




 


Servicing Agreement and this
Agreement. Each of the Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to make its
own recoverability determination with respect to any P&I Advance or any Administrative Advance to be made on any Lead
Securitization Note based on the information that they have on hand and in accordance with the Lead Securitization Servicing
Agreement. Each Non-Lead Master Servicer and the special servicer (a “Non-Lead Special Servicer”) and the
trustee (a “Non-Lead Trustee”) under each Non-Lead Securitization Servicing Agreement, as applicable,
shall be entitled to make its own recoverability determination with respect to a P&I Advance to be made on the related
Non-Lead Securitization Note based on the information that they have on hand and in accordance with the related Non-Lead
Securitization Servicing Agreement. The Master Servicer and the Trustee, as applicable, and any Non-Lead Master Servicer or
Non-Lead Trustee, as applicable, shall be required to notify the other parties to the applicable other Securitization 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(s)) or a Non-Lead Master Servicer, a 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
Property Protection Advance or Administrative Advance would, if made, be non-recoverable or an outstanding
Property Protection Advance or Administrative Advance is or would be non-recoverable, then the party making such
determination shall notify each Non-Lead Master Servicer and Non-Lead Trustee (in the case of a determination by the Master
Servicer or the Trustee) or each of the Master Servicer and the Trustee (in the case of a determination by any Non-Lead
Master Servicer or Non-Lead Trustee) within two business days of making such determination. Each of the Master Servicer, the
Trustee, the related Non-Lead Master Servicer and the related Non-Lead Trustee, as applicable, shall be entitled to
reimbursement for a P&I Advance (and Advance Interest thereon) or an Administrative Advance (and Advance Interest
thereon) that becomes non-recoverable from the Collection Account from amounts allocable to the Whole Loan prior to any
distributions to the Noteholders; provided, that any such Advances outstanding in respect of the Senior Notes shall be
reimbursed (on a Pro Rata and Pari Passu Basis as between such Senior Notes, based on the respective outstanding principal
balances of such Senior Notes) prior to any such advances outstanding in respect of the Junior Note. To the extent such
Collection Account are funds allocated to the Non-Lead Securitization Note to reimburse P&I Advances made with respect
thereto, such Advances shall be recoverable from general collections of the related Non-Lead 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 its 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 (on a Pro Rata and Pari Passu Basis) of any Property
Protection Advances (and Advance Interest thereon) and any Trust Fund Expenses allocated to the Senior Notes (which amounts shall
be allocated to the Notes in Reverse Sequential Order), but only to the extent that they relate to servicing and administration
of the Notes or the Mortgaged Property, including without limitation, any unpaid Special Servicing Fees, Liquidation


 






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Fees and Workout Fees relating to the Notes, and if the funds
received with respect to each respective Note are insufficient to cover such amounts, each Non-Lead Master Servicer (if the related
Non-Lead Securitization Note is included in a Non-Lead Securitization Trust) shall promptly following notice from the Master Servicer
or the Special Servicer, pay or reimburse the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
or the Lead Securitization Trust, as applicable, out of general collections in the collection account (or equivalent account) established
under the related Non-Lead Securitization Servicing Agreement for such Note’s pro rata share (on a Pro Rata and Pari
Passu Basis) of such amounts allocated to the Senior Notes (which amounts shall be allocated to the Notes in Reverse Sequential
Order);


 


(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 pursuant to the terms of the Lead Securitization Servicing Agreement) by each Non-Lead
Securitization Trust, against any of the Indemnified Items to the extent of its pro rata share (on a Pro Rata and Pari Passu
Basis) of such Indemnified Items allocated to the Senior Notes (which amounts shall be allocated to the Notes in Reverse Sequential
Order), and to the extent amounts on deposit in the Collection 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 the related Non-Lead
Securitization Note’s pro rata share (on a Pro Rata and Pari Passu Basis) of such insufficiency allocated to the Senior
Notes (which amounts shall be allocated to the Notes in Reverse Sequential Order) out of general collections in the collection
account (or equivalent account) established under the related Non-Lead Securitization Servicing Agreement;


 


(iii)           the related Non-Lead
Master Servicer will be required to deliver to the Trustee, the Certificate Administrator, the Special Servicer and the Master
Servicer (i) promptly following Securitization of the related Non-Lead Securitization Note, notice of the deposit of such Non-Lead
Securitization Note into a Securitization Trust (which notice shall also provide contact information and payment instructions for
the related Non-Lead Trustee, the related certificate administrator, the related Non-Lead Master Servicer, the related 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 copy of the related executed Non-Lead Securitization Servicing Agreement and (ii) notice of any
subsequent change in the identity of such 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 payment instructions);


 


(iv)          the applicable Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Trustee under the related Non-Lead Securitization
Servicing Agreement shall notify the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator of any
P&I Advance it has made with respect to the applicable Non-Lead Securitization Note(s) included in such Non-Lead Securitization
within two Business Days of making such advance;


 






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(v)           if the
applicable Non-Lead Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee determines that a proposed P&I Advance with
respect to the related Non-Lead Securitization Note, if made, or any outstanding P&I Advance previously made with respect to
the related Non-Lead Securitization Note, would be, or is, as applicable, a “nonrecoverable advance,” the applicable
Non-Lead Master Servicer shall provide the Master Servicer and each other Non-Lead Master Servicer written notice of such determination
within two Business Days after such determination is made;


 


(vi)          the Non-Lead Securitization Servicing Agreement shall contain terms
and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise
(a) required by the Code relating to the tax elections of the related Securitization Trust, (b) required by law or changes in any
law, rule or regulation or (c) requested by the Rating Agencies rating the related Securitization; and


 


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


 


provided, that none of the foregoing shall be construed
to prohibit differences in control or consultation triggers or thresholds, terminology, allocation of ministerial duties between
multiple servicers or other service providers or certificateholder or investor voting or consent thresholds, or to prohibit or
restrict additional approval, consent, consultation, notice or rating agency confirmation requirements.


 


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


 


(i)           the Master
Servicer shall notify each Non-Lead Master Servicer of the amount of any P&I Advance and any Administrative Advances it has
made with respect to any Lead Securitization Note or Property Protection Advances it has made with respect to the Mortgage Loan
within one Business Day of making any such advance;


 


(ii)            if the Master Servicer, Special Servicer or Trustee determines that a
proposed P&I Advance or a proposed Administrative Advance in respect of a Lead Securitization Note or Property Protection Advance,
if made, or any outstanding P&I Advance or outstanding Administrative Advance in respect of a Lead Securitization Note or Property
Protection Advance previously made, would be, or is, as applicable, a nonrecoverable P&I Advance, Nonrecoverable Administrative
Advance or Nonrecoverable Property Protection Advance, the Master Servicer shall provide each Non-Lead Master Servicer written
notice of such determination within one Business Day of delivering any such notice under the Lead Securitization Servicing Agreement;


 


(iii)           the Master Servicer shall remit all payments received with respect to each Non-Lead Securitization Note, net of any Primary
Servicing Fee payable with respect to


 






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each such Note, and any other applicable fees and reimbursements
payable to the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee, to the respective holders
of such Notes on or prior to the Remittance Date;


 


(iv)          with respect to each other Note that is included in a Non-Lead Securitization,
each of the Master Servicer and the Special Servicer agrees to deliver to each Non-Lead Master Servicer (i) all reports required
to be delivered by the Master Servicer and/or Special Servicer to the Certificate Administrator under the Lead Securitization Servicing
Agreement (which shall include all reports constituting the “CREFC® Investor Reporting Package (CREFC®
IRP)”) pursuant to the terms of the Lead Securitization Servicing Agreement on the date such reports are required to
be delivered to such Certificate Administrator and (ii) any loan related information (in the form received), including without
limitation CREFC® Reports relating to the Mortgage Loan, applicable to a determination that an Advance is or would
be a Nonrecoverable Advance, within one (1) Business Day of the Servicer’s receipt or creation thereof;


 


(v)           the Master Servicer
and the Special Servicer shall provide to each holder of a Non-Lead Securitization Note (or the related Non-Lead Master Servicer
on its behalf): (i) all documents, certificates, instruments, notices, reports, operating statements, rent rolls and other information
regarding the Mortgage Loan that such party would be required to deliver to any Controlling Class Certificateholder or Controlling
Class Representative pursuant to the terms of the Lead Securitization Servicing Agreement, (ii) all CREFC® Reports
that such party delivers to any other party to the Lead Securitization Servicing Agreement, (iii) any annual statements as to compliance
and any annual independent public accountants’ servicing reports required to permit any related Non-Lead Securitization Trust
to comply with its Exchange Act reporting obligations, and (iv) any other material documents, certificates, instruments, notices,
reports, operating statements, rent rolls and other information regarding the Mortgage Loan that such party delivers to any other
party to the Lead Securitization Servicing Agreement;


 


(vi)          the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the custodian under the Lead Securitization Servicing Agreement and any subservicer or servicing function participant
engaged by the foregoing (collectively, the “Reporting Parties”) shall indemnify each “certification party”
and the Non-Lead Depositor under each Non-Lead Securitization Servicing Agreement related to any Non-Lead Securitization subject
to the requirements of the Act or the Exchange Act for their failure to deliver the items in clause


 


(vii)        below in a timely manner
and for any “Deficient Exchange Act Deliverable” (or any similar term thereto as defined in the related Non-Lead Securitization
Servicing Agreement) regarding, and delivered by or on behalf of, such party; (vii) with respect to any Non-Lead Securitization
that is subject to the Act and the Exchange Act (including Rule 15Ga-1 and Regulation AB), (a) the Reporting Parties shall (1)
deliver (and shall cause each other servicer and servicing function participant (within the meaning of Items 1123 and 1122, respectively,
of Regulation AB) retained or engaged by it to deliver), in a timely manner, the reports, certifications, compliance statements,
accountants’ assessments and attestations, information to be included in


 






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reports (including, without limitation, Form ABS-15G, Form 10-K,
Form 10-D and Form 8-K), and other materials specified in each of the Non-Lead Securitization Servicing Agreements as the parties
to the applicable Non-Lead Securitization may require in order to comply with their obligations under the Act and the Exchange
Act (including Rule 15Ga-1 and Regulation AB), and any other applicable law, and (2) to the extent applicable, to cooperate with
any Non-Lead Depositor in responding to comments from the Commission regarding any materials provided by such party in the immediately
preceding clause (1), and (b) without limiting the generality of the foregoing, the Depositor shall provide in a timely manner
to each applicable Non-Lead Depositor and Non-Lead Trustee a copy of the Lead Securitization Servicing Agreement, and each of the
Reporting Parties shall provide to each Non-Lead Depositor and each Non-Lead Trustee, at the expense of the requesting party, any
other disclosure information required pursuant to the Act or the Exchange Act in a timely manner for inclusion in any disclosure
document or Form 8-K filing and market indemnification agreements, opinions and Regulation AB compliance letters for public commercial
mortgage backed securities transactions. Each Reporting Party shall be required to provide applicable certifications and indemnifications
to each “certification party” and the Non-Lead Depositor under each Non-Lead Securitization Servicing Agreement related
to any Non-Lead Securitization subject to the requirements of the Act or the Exchange Act;


 


(viii)       each of the Reporting Parties
shall cooperate with each Non-Lead Depositor (including, without limitation, providing all due diligence information, reports,
written responses, negotiations and coordination, and paying all costs and expenses incurred in connection therewith) in connection
with any “Deficient Exchange Act Deliverables” or similar term as defined in the related Non-Lead Securitization Servicing
Agreement;


 


(ix)          any late collections received by the Master Servicer from the Mortgage Loan Borrower shall be remitted by the Master
Servicer to each Non-Lead Master Servicer within two Business Days of receipt of properly identified funds;


 


(x)           the Master Servicer
shall deliver to any Non-Lead Master Servicer, any Non-Lead Special Servicer and any Non-Lead Trustee (i) notice of any Appraisal
Reduction Event promptly following the occurrence thereof and (ii) a statement of any Appraisal Reduction Amount (including its
allocation to the respective Notes) promptly following the calculation thereof;


 


(xi)          the holders of each Non-Lead Securitization
Note are intended third-party beneficiaries in respect of the rights afforded them under the Lead Securitization Servicing Agreement
and each Non-Lead Master Servicer shall be entitled to enforce the rights of the holders of such Notes under this Agreement and
the Lead Securitization Servicing Agreement;


 


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


 






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Non-Lead Trustee, as the case may be, and the provisions regarding
coordination of advances made in respect of any Note under the Lead Securitization Servicing Agreement and any Non-Lead Securitization
Servicing Agreement, as applicable;


 


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


 


(xiv)
       Servicer Termination Events with respect to the Master Servicer and the Special Servicer shall include (a) the failure to remit
payments to the holders of the Non-Lead Securitization Notes as and when required by the Lead Securitization Servicing Agreement
which failure is not cured within two (2) Business Days following the date on which such remittance was required to be made; (b)
the qualification, downgrade or withdrawal of ratings of any class of certificates in any Non-Lead Securitization; and (c) the
failure to provide to the holders of each Non-Lead Securitization Note in a timely fashion reports necessary for the applicable
Non-Lead Securitization Trust to comply with the Exchange Act and the rules and regulations thereunder. Upon the occurrence of
a Servicer Termination Event with respect to a holder of a Non-Lead Securitization Note, the related Trustee under the Lead Securitization
shall, upon the direction of the related holder of such Non-Lead Securitization Note, require the appointment of a subservicer
with respect to the related Note or termination of the Master Servicer or Special Servicer, as applicable;


 


(xv)         the special servicing
fee for the Mortgage Loan and any related Foreclosed Property shall be calculated at a rate not in excess of 0.25% per annum and
shall accrue only while the Mortgage Loan is a specially serviced mortgage loan or after the Mortgaged Property has become Foreclosed
Property;


 


(xvi)        subject to various adjustments and caps provided for in the Lead Securitization Servicing Agreement, the liquidation
fee for the Mortgage Loan if it is a specially serviced mortgage loan or Foreclosed Property as to which a liquidation fee is payable
shall not exceed 1.00% of the proceeds of a full, partial or discounted payoff or the net liquidation proceeds related to a liquidation
or repurchase of the Mortgage Loan, in each case exclusive of any portion of such payoff or net liquidation proceeds that represents
penalty charges;


 


(xvii)       subject to various adjustments and caps provided for in the Lead Securitization Servicing Agreement, the
workout fee for the Mortgage Loan shall not exceed 1.00% of each collection of interest and principal on the Mortgage Loan;


 


(xviii)
     the Trustee under the Lead Securitization Servicing Agreement shall promptly notify each Non-Lead Trustee and Non-Lead Master Servicer
of any resignation, termination or replacement of the Master Servicer, the Special Servicer or an applicable primary servicer or
the effectiveness of any designation of a new Master Servicer, Special Servicer or applicable primary servicer (together with the
relevant contact information);


 






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(xix)        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 (a) required by the Code relating to the tax elections of the related
Securitization Trust, (b) required by law or changes in any law, rule or regulation or (c) requested by the Rating Agencies rating
the related Securitization; and


 


(xx)           any conflict between terms of this Agreement and the Lead Securitization Servicing Agreement
shall be resolved in favor of this Agreement;


 


provided, that none of the foregoing shall be construed
to prohibit differences in control or consultation triggers or thresholds, terminology, allocation of ministerial duties between
multiple servicers or other service providers or certificateholder or investor voting or consent thresholds, or to prohibit or
restrict additional approval, consent, consultation, notice or rating agency confirmation requirements.


 


(e)           Each Non-Lead
Securitization Note Holder shall give each of the parties to the Lead Securitization Servicing Agreement (that is not also a party
to the related Non-Lead Securitization Servicing Agreement) notice of the Non-Lead Securitization in writing (which may be by e-mail)
not less than five (5) Business Days prior to the related Non-Lead Securitization Date. Such notice shall contain contact information
for each of the parties to the related Non-Lead Securitization Servicing Agreement. In addition, after the related Non-Lead Securitization
Date, the related Non-Lead Securitization Note Holder shall send a copy of the related Non-Lead Securitization Servicing Agreement
to each of the parties to the Lead Securitization Servicing Agreement.


 


(f)             Following
the closing of the Lead Securitization, upon receipt of written notice (which may be by email) of the closing of any Non-Lead Securitization,
the Depositor shall provide each Non-Lead Depositor with a copy of the Lead Securitization Servicing Agreement in an EDGAR-compatible
format.


 


(g)            In the
event that a Non-Lead Securitization closes prior to the Lead Securitization, the Lead Securitization Note Holder shall provide
written notice of such Lead Securitization to the Non-Lead Depositor and Non-Lead Trustee of each Non-Lead Securitization and,
promptly upon the execution of the Lead Securitization Servicing Agreement (but not later than one business day after the day on
which such document is executed), shall provide a copy of the Lead Securitization Servicing Agreement in an EDGAR-compatible format.


 


(h)            If the
Non-Lead Securitization Note becomes the subject of an Asset Review pursuant to the Non-Lead Securitization Servicing Agreement,
the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the Non-Lead Asset Representations
Reviewer or any other party to the Non-Lead Securitization Servicing Agreement in connection with such Asset Review by providing
the Non-Lead Asset Representations Reviewer or such other requesting party with any documents reasonably requested by the Non-Lead
Asset Representations Reviewer or such other requesting party, but


 






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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.


 


Section
3.          Priority of Payments.Payments Prior to an Event of
Default. (a) Subject to the application of Section 4, if no Triggering Event of Default, as determined by the
Master Servicer or Special Servicer, as applicable, in accordance with Accepted Servicing Practices shall have occurred and
be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or
in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof whether received in
the form of Scheduled Interest Payments, Scheduled Principal Payments, any proceeds from the sale or distribution of any
Foreclosed Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other
collateral or instrument securing the Mortgage Loan, Condemnation Proceeds or Insurance Proceeds (other than proceeds, awards
or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan
Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions) but
excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent and in
accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows, (y) all amounts received as
reimbursements on account of recoveries in respect of property protection expenses or Property Protection Advances then due
and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement (it being
understood that subject to the terms of the Lead Securitization Servicing Agreement and this Agreement, the right to
reimbursement of such Property Protection Advances is senior to that of any Note Holder to receive payments on its Note) and
(z) all amounts that are then due, payable or reimbursable to any Servicer with respect to the Mortgage Loan pursuant to the
Lead Securitization Servicing Agreement and any other additional compensation payable to it thereunder (including without
limitation, any additional trust expenses relating to the Mortgage Loan (but subject to the second paragraph of Section
5(e) hereof) reimbursable to, or payable by, such parties and any Special Servicing Fees, Liquidation Fees, Work-out
Fees, penalty charges (to the extent provided in the immediately following paragraph) (and including any P&I Advances
(and interest thereon) or any Administrative Advances (and interest thereon) on the Lead Securitization Notes, which shall be
reimbursed in accordance with Section 2(b) hereof), but excluding any Master Servicing Fees and Primary Servicing
Fees, which such fees shall not be subject to the allocation provisions of this Section 3 but shall be payable in
accordance with the Lead Securitization Servicing Agreement) shall be payable as follows:


 


(a) first,
to the holders of the Senior Notes on a Pro Rata and Pari Passu Basis up to the amount of any unreimbursed costs and expenses paid
by such holders of the Senior Notes (or paid or advanced by a Servicer or the Trustee, as applicable) with respect to the Mortgage
Loan pursuant to this Agreement or the Lead Securitization Servicing Agreement;


 


(b) second, to the holders of the Senior
Notes on a Pro Rata and Pari Passu Basis, based on their respective interest entitlements, in each case in an amount equal to the
accrued and unpaid interest on its respective Note Principal Balance at the Net Interest Rate applicable to such Senior Note;


 






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(c) third,
to the holder of the Junior Note, in an amount equal to the accrued and unpaid interest on its Note Principal Balance at the
Net Interest Rate applicable to the Junior Note;


 


(d) fourth, pro rata based on the Note Principal Balances of their
respective Notes, to each holder of a Senior Note in an amount equal to its respective principal entitlement allocated pursuant
to the Mortgage Loan Documents with respect to the applicable Monthly Payment Date, which amount shall be applied in reduction
of the Note Principal Balance of such Note;


 


(e) fifth, if the proceeds of any foreclosure sale or any liquidation of the
Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a) through
(d) and, as a result of a Workout the Note Principal Balances of the Senior Notes have been reduced (to the extent such
reductions were made in accordance with the Lead Securitization Servicing Agreement notwithstanding the provisions of Section
4 of this Agreement by reason of the insufficiency of the Junior Note to bear the full economic effect of the Workout), such
excess amount shall be paid to the holders of the Senior Notes on a Pro Rata and Pari Passu Basis (x) first, in an amount
up to the reduction of the aggregate Note Principal Balance of the Senior Notes as a result of such Workout, and (y) second,
in an amount equal to interest on the amount described in clause (x) at the Mortgage Loan Interest Rate;


 


(f)  sixth, to the
holder of the Junior Note up to the amount of any unreimbursed costs and expenses paid by the holder of the Junior Note (or paid
or advanced by a Servicer or the Trustee, as applicable) with respect to the Mortgage Loan pursuant to this Agreement or the Lead
Securitization Servicing Agreement;


 


(g) seventh, to the holder of the Junior Note in an amount equal to its principal entitlement
allocated pursuant to the Mortgage Loan Documents with respect to the applicable Monthly Payment Date, which amount shall be applied
in reduction of the Note Principal Balance of such Note;


 


(h) eighth, if the proceeds of any foreclosure sale or any liquidation
of the Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses
(a) through (g) and, as a result of a Workout the Note Principal Balance of the Junior Note has been reduced, such excess
amount shall be paid to the holder of the Junior Note (x) first, in an amount up to the reduction of the Note Principal
Balance of the Junior Note as a result of such Workout, and (y) second, in an amount equal to interest on the amount described
in clause (x) at the Mortgage Loan Interest Rate;


 


(i)   ninth, to the Note Holders, pro rata, based on their respective
Percentage Interests, any prepayment or yield maintenance premium, to the extent paid by the Mortgage Loan Borrower;


 


(j)   tenth,
to the extent assumption fees, transfer fees, late payment fees or charges (other than any prepayment or yield maintenance premium)
actually paid by the


 






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Mortgage Loan Borrower are not required to be otherwise applied
under the Lead Securitization Servicing Agreement, including, without limitation, to provide reimbursement for Advance Interest,
to pay any additional servicing expenses or to compensate a Servicer (in each case provided that such reimbursements or payments
relate to the Mortgage Loan), any such fees or expenses, to the extent actually paid by the Mortgage Loan Borrower, shall be paid
to the holders of Notes, pro rata, based on their respective Percentage Interests; and


 


(k) eleventh, if any excess
amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing
clauses (a) through (j), any remaining amount shall be paid pro rata to the Note Holders in accordance with
their respective Percentage Interests;


 


provided, that to the extent required under the REMIC
Provisions, payments or proceeds received with respect to any partial release of any portion of the Mortgaged Property (including
pursuant to a condemnation) at a time when the loan-to-value ratio of the Mortgage Loan (as determined in accordance with the applicable
REMIC requirements) exceeds 125% (based solely upon the value of the remaining real property and excluding any personal property
or going concern value), shall be allocated to reduce the Note Principal Balances of the Notes in the manner permitted by the REMIC
Provisions.


 


(b)          Payments
Following an Event of Default. Payments of interest and principal shall be made to the Note Holders in accordance with Section
3(a) of this Agreement; provided, if a Triggering Event of Default, as determined by the Master Servicer or Special Servicer,
as applicable, in accordance with Accepted Servicing Practices shall have occurred and be continuing, all amounts tendered by the
Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the
Mortgaged Property or amounts realized as proceeds thereof whether received in the form of Scheduled Interest Payments, Scheduled
Principal Payments, any proceeds from the sale or distribution of any Foreclosed Property, the Balloon Payment, Liquidation Proceeds,
proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan, Condemnation Proceeds
or Insurance Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property
or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted
by the REMIC Provisions) but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents
(to the extent and in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows, (y) all amounts
received as reimbursements on account of recoveries in respect of property protection expenses or Property Protection Advances
then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement (it being
understood that subject to the terms of the Lead Securitization Servicing Agreement and this Agreement, the right to reimbursement
of such Property Protection Advances is senior to that of any Note Holder to receive payments on its Note) and (z) all amounts
that are then due, payable or reimbursable to any Servicer with respect to the Mortgage Loan pursuant to the Lead Securitization
Servicing Agreement and any other additional compensation payable to it thereunder (including without limitation, any additional
trust expenses relating to the Mortgage Loan (but subject to the second paragraph of Section 5(e) hereof) reimbursable to,
or payable by, such parties and any


 






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Special Servicing Fees, Liquidation Fees, Work-out Fees, penalty
charges (to the extent provided in the immediately following paragraph) (and including any P&I Advances (and interest thereon)
and any Administrative Advances (and interest thereon) on the Lead Securitization Notes, which shall be reimbursed in accordance
with Section 2(b) hereof), but excluding any Master Servicing Fees and Primary Servicing Fees, which such fees shall not
be subject to the allocation provisions of this Section 3 but shall be payable in accordance with the Lead Securitization
Servicing Agreement) shall be paid as follows:


 


(a) first,
to the holders of the Senior Notes on a Pro Rata and Pari Passu Basis up to the amount of any unreimbursed costs and expenses paid
by such holders of the Senior Notes (or paid or advanced by a Servicer or the Trustee, as applicable) with respect to the Mortgage
Loan pursuant to this Agreement or the Lead Securitization Servicing Agreement;


 


(b) second, to the holders of the Senior
Notes on a Pro Rata and Pari Passu Basis, based on their respective interest entitlements, in each case in an amount equal to the
accrued and unpaid interest on its respective Note Principal Balance at the Net Interest Rate applicable to such Senior Note;


 


(c)
third, to the holder of the Junior Note, in an amount equal to the accrued and unpaid interest on its Note Principal Balance
at the Net Interest Rate applicable to the Junior Note;


 


(d) fourth, to the holders of the Senior Notes on a Pro Rata and
Pari Passu Basis, until the Note Principal Balances of the Senior Notes have been reduced to zero;


 


(e) fifth, if the proceeds
of any foreclosure sale or any liquidation of the Mortgage Loan or Mortgaged Property exceed the amounts required to be applied
in accordance with the foregoing clauses (a) through (d) and, as a result of a Workout the Note Principal Balances
of the Senior Notes have been reduced (to the extent such reductions were made in accordance with the Lead Securitization Servicing
Agreement notwithstanding the provisions of Section 4 of this Agreement by reason of the insufficiency of the Junior Note
to bear the full economic effect of the Workout), such excess amount shall be paid to the holders of the Senior Notes on a Pro
Rata and Pari Passu Basis (x) first, in an amount up to the reduction of the aggregate Note Principal Balance of the Senior
Notes as a result of such Workout, and (y) second, in an amount equal to interest on the amount described in clause (x)
at the Mortgage Loan Interest Rate;


 


(f) sixth, to the holder of the Junior Note up to the amount of any unreimbursed costs
and expenses paid by the holder of the Junior Note (or paid or advanced by a Servicer or the Trustee, as applicable) with respect
to the Mortgage Loan pursuant to this Agreement or the Lead Securitization Servicing Agreement;


 


(g) seventh, to the holder
of the Junior Note until the Note Principal Balance of the Junior Note has been reduced to zero;


 


(h) eighth, if the proceeds
of any foreclosure sale or any liquidation of the Mortgage Loan or Mortgaged Property exceed the amounts required to be applied
in


 






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accordance with the
foregoing clauses (a) through (g) and, as a result of a Workout the Note Principal Balance of the Junior Note
has been reduced, such excess amount shall be paid to the holder of the Junior Note (x) first, in an amount up to the
reduction, if any, of the Note Principal Balance of the Junior Note as a result of such Workout, and (y) second, in an
amount equal to interest on the amount described in clause (x) at the Mortgage Loan Interest Rate;


 


(i) ninth, to the Note Holders, pro rata, based on their respective Percentage
Interests, any prepayment or yield maintenance premium, to the extent paid by the Mortgage Loan Borrower;


 


(j) tenth, to
the extent assumption fees, transfer fees, late payment fees or charges (other than any prepayment or yield maintenance premium)
actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Lead Securitization Servicing Agreement,
including, without limitation, to provide reimbursement for Advance Interest, to pay any additional servicing expenses or to compensate
a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such fees or expenses,
to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the Note Holders, pro rata, based on their respective
Percentage Interests; and


 


(k) eleventh, if any excess amount is available to be distributed in respect of the Mortgage Loan,
and not otherwise applied in accordance with the foregoing clauses (a) through (j), any remaining amount shall be
paid pro rata to the Note Holders in accordance with their respective Percentage Interests;


 


provided, that to the extent required under the REMIC
Provisions, payments or proceeds received with respect to any partial release of any portion of the Mortgaged Property (including
pursuant to a condemnation) at a time when the loan-to-value ratio of the Mortgage Loan (as determined in accordance with the applicable
REMIC requirements) exceeds 125% (based solely upon the value of the remaining real property and excluding any personal property
or going concern value), shall be allocated to reduce the Note Principal Balances of the Notes in the manner permitted by the REMIC
Provisions.


 


(c)            Penalty
charges paid on each Note shall be applied: first, to pay the Master Servicer, the Trustee or the Special Servicer for any
interest accrued on any Property Protection Advances and to reimburse the Master Servicer, the Trustee or the Special Servicer
for any Property Protection Advances (to the extent any such Advance is a Trust Fund Expense) in accordance with the terms of the
Lead Securitization Servicing Agreement; second, to pay the Master Servicer, Trustee, any Non-Lead Master Servicer or any
Non-Lead Trustee, as applicable, for any interest accrued on any P&I Advance or any Administrative Advance made with respect
to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or applicable Non-Lead Securitization
Servicing Agreement, as applicable); third, to pay Trust Fund Expenses (other than Special Servicing Fees, unpaid Workout
Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement);
and finally, to pay, pro rata, the Lead Securitization Note Holder (or following the securitization of such Note,
the Master Servicer and/or the Special


 






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Servicer as additional servicing compensation as provided in
the Lead Securitization Servicing Agreement) and each Non-Lead Securitization Note Holder (or following the securitization of such
Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization
Servicing Agreement).


 


(d)            Following
any period during which the terms of Section 3(b) are in effect and a Triggering Event of Default shall cease to exist,
then the terms of Section 3(a) hereof shall again be in effect, subject, however, to the terms of Section 4.


 


(e)            All expenses
and losses relating to the Mortgage Loan and the Mortgaged Property, including without limitation losses of principal or interest,
Property Protection Advances (and Advance Interest related thereto), Special Servicing Fees, Liquidation Fees and Workout Fees,
and certain other trust expenses, as well as Appraisal Reduction Amounts, shall be allocated in Reverse Sequential Order.


 


Section 4.
          Workout. Notwithstanding anything to the contrary contained herein, if the Special Servicer (on behalf of the Note Holders)
in connection with a Workout of the Mortgage Loan modifies the terms thereof such that (i) the unpaid principal balance of the
Mortgage Loan is decreased, (ii) the Mortgage Loan Interest Rate or scheduled amortization payments on such Mortgage Loan are reduced,
(iii) payments of interest or principal on the Mortgage Loan are waived, reduced or deferred or (iv) any other adjustment (other
than an increase in the Mortgage Loan Interest Rate or increase in scheduled amortization payments) is made to any of the terms
of the Mortgage Loan (each, a “Workout”), all payments to the Note Holders of the Senior Notes pursuant to Section
3(a) and Section 3(b), shall be made as though such Workout did not occur, with the payment terms of Senior Notes remaining
the same as they are on the date hereof, and the Junior Note shall bear the full economic effect of all waivers, reductions or
deferrals of amounts due on the Mortgage Loan attributable to such Workout (such economic effect to be borne by the Junior Note
up to the amount otherwise due on such Note including in connection with the final liquidation or repayment of the Mortgage Loan).
Prior to any allocation of collections in connection with a final liquidation or repayment of the Mortgage Loan any loss or shortfall
shall be allocated first to reduce the Note Principal Balance of the Junior Note, and second to reduce the Note Principal
Balances of the Senior Notes on a Pro Rata and Pari Passu Basis, with such reduced Note Principal Balances to be used in calculating
Percentage Interests and Pro Rata and Pari Passu Basis, in each case, for remittances of principal on the Notes. Subject to the
Lead Securitization Servicing Agreement and this Agreement, in the case of any modification or amendment described above, the Special
Servicer (on behalf of the Note Holders) shall have the sole authority and ability to revise the payment provisions set forth in
Section 3(a) and Section 3(b) in a manner that reflects the subordination of the Junior Note to the Senior Notes
with respect to the loss that is the result of such amendment or modification, including: (i) the ability to increase the Note
A-1A Percentage Interest, the Note A-1B Percentage Interest and the Note A-1C Percentage Interest and to reduce the Note A-2 Percentage
Interest in a manner that reflects a loss in principal as a result of such amendment or modification; and (ii) the ability to change
the Mortgage Loan Interest Rate but shall not be permitted to change the order of the clauses set forth in Section 3(a) and
Section 3(b). Notwithstanding the foregoing concerning the making of payments as though such a Workout did not occur, if
any Workout, modification or amendment of the Mortgage Loan extends the original maturity date of the Mortgage Loan, for purposes
of this paragraph, the Balloon


 






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Payment shall be deemed not to be due on the original maturity
date of the Mortgage Loan but shall be deemed due on the extended maturity date of the Mortgage Loan. If the Mortgaged Property
becomes a Foreclosed Property, (a) the Note Holders shall have beneficial ownership of such Foreclosed Property notwithstanding
the manner in which title may be taken under the Lead Securitization Servicing Agreement, (b) the Mortgage Loan shall be deemed
to remain outstanding, with the same terms and conditions as in effect immediately prior to foreclosure or the acceptance of a
deed in lieu of foreclosure, for purposes of the relative rights of the Note Holders between each other under this Agreement and
the Lead Securitization Servicing Agreement and (c) all revenues from and proceeds of such Foreclosed Property shall be allocated
and distributed under Section 3(b) of this Agreement. The Junior Note and the right of each Holder of the Junior Note to
receive payments with respect to the Junior Note shall, subject to the provisions of this Agreement, at all times be junior, subject
and subordinate to each Senior Note and the rights of each Holder of a Senior Note to receive payments with respect to its respective
Senior Note.


 


Section 5.           Administration of the Mortgage Loan.


 


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


 


     Upon the Mortgage
Loan becoming a defaulted loan, each Non-Lead Securitization Note Holder hereby acknowledges the right and obligation of the Lead


 






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Securitization Note Holder (or the Special Servicer acting on
its behalf ) to sell the Notes as notes evidencing one whole loan in accordance with the terms of the Lead Securitization Servicing
Agreement. In connection with any such sale, the Special Servicer shall be required to sell the Notes in the manner set forth in
the Lead Securitization Servicing Agreement and shall be required to require that all offers be submitted to the Trustee or Special
Servicer, as applicable, in accordance with the terms of the Lead Securitization Servicing Agreement in writing. Whether any cash
offer constitutes a fair price for the Mortgage Loan shall be determined by the Trustee or Special Servicer, as applicable, in
accordance with the terms of the Lead Securitization Servicing Agreement. Notwithstanding the foregoing, the Lead Securitization
Note Holder (or the Special Servicer acting on its behalf) shall not be permitted to sell the Mortgage Loan without the written
consent of each Non-Lead Securitization Note Holder unless the Special Servicer has delivered to each Non-Lead Securitization Note
Holder: (a) at least 15 Business Days prior written notice of any decision to attempt to sell the Mortgage Loan; (b) at least 10
days prior to the proposed sale date, a copy of each bid package (together with any amendments to such bid packages) received by
the Special Servicer in connection with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of
the most recent Appraisal for the Mortgage Loan, and any documents in the Servicer Mortgage File requested by such Non-Lead Securitization
Note Holder; and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors)
prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents
that are approved by the Master Servicer or the Special Servicer in connection with the proposed sale. Subject to the foregoing,
each of the Controlling Note Holder, the Controlling Note Holder Representative, any Non-Controlling Note Holder and any Non-Controlling
Note Holder Representative shall be permitted to submit an offer at any sale of the Mortgage Loan.


 


Each Note
Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) hereby appoints the Lead Securitization
Note Holder as its agent, and grants to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest,
and its proxy, for the purpose of soliciting and accepting offers for and consummating the sale of its Note. Each Note Holder (to
the extent it is not the same entity as the Lead Securitization Note Holder) further agrees that, upon the request of the Lead
Securitization Note Holder, such Note Holder shall execute and deliver to or at the direction of Lead Securitization Note Holder
such powers of attorney or other instruments as the Lead Securitization Note Holder may reasonably request to better assure and
evidence the foregoing appointment and grant, in each case promptly following request, and shall deliver its original 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 Notes, and the obligations of the Non-Lead Securitization
Note Holders to execute and deliver instruments or deliver the Non-Lead Securitization Notes 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(s) are repurchased from the Lead Securitization Trust by the holder of such Lead Securitization Note(s) that sold such Lead
Securitization Note(s) into such securitization trust in connection with a material breach of representation or warranty made by
such Person with respect to the Lead Securitization Note(s) or material document defect with respect to the documents delivered
by such Person with respect to the Lead Securitization Note(s) upon the consummation of the Lead Securitization. The


 






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preceding sentence shall not be construed to grant to any Non-Lead
Securitization Note Holder the benefit of any representation or warranty made by the holder of the Lead Securitization Note(s)
that sold such Lead Securitization Note into the Lead Securitization Trust or any document delivery obligation imposed on such
Person under any mortgage loan purchase and sale agreement, instrument of transfer or other document or instrument that may be
executed or delivered by such Person in connection with the Lead Securitization.


 


(b)           The administration
of the Mortgage Loan shall be governed by this Agreement and the Lead Securitization Servicing Agreement. The servicing of the
Mortgage Loan shall be carried out by the Master Servicer and, if the Mortgage Loan is a Specially Serviced 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 and this 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 Accepted Servicing Practices, taking into account the interests
of each of the Note Holders as a collective whole. The Note Holders agree to be bound by the terms of the Lead Securitization Servicing
Agreement. All rights and obligations of the Lead Securitization Note Holder described hereunder may be exercised by the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee and/or the Controlling Class Representative on behalf
of the Lead Securitization Note Holder to the extent set forth in the Lead Securitization Servicing Agreement. The Lead Securitization
Servicing Agreement shall not be amended in any manner that may materially adversely affect any Non-Lead Securitization Note Holder
in its capacity as Non-Lead Securitization Note Holder without such Non-Lead Securitization Note Holder’s prior written consent.
Each Non-Lead Securitization Note Holder (unless it is the same Person as or a Borrower Affiliate) shall be a third-party beneficiary
to the Lead Securitization Servicing Agreement with respect to its rights as specifically provided for therein.


 


(c)            [Reserved].


 


(d)            Notwithstanding
the foregoing, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall
be required (i) to provide reasonable prior notice to each Non-Lead Securitization Note Holder (or its Note Holder Representative)
of the implementation of any Major Decision or any recommended actions outlined in an Asset Status Report relating to the Mortgage
Loan and (ii) to use reasonable efforts to consult each Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative)
on a strictly non-binding basis if such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) requests
consultation with respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report
provided to investors in the Lead Securitization relating to the Mortgage Loan, and consider alternative actions recommended by
such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative); provided that after the expiration
of a period of ten (10) Business Days from the delivery to such Non-Controlling Note Holder (or its Non-Controlling Note Holder
Representative) by the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) of
written notice of a proposed action, together with copies of the notice, information and report provided to investors in the Lead


 






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Securitization, the Lead Securitization Note Holder (or the
Master Servicer or the Special Servicer acting on its behalf) shall no longer be obligated to consult such Non-Controlling Note
Holder (or its Non-Controlling Note Holder Representative), whether or not such Non-Controlling Note Holder (or its Non-Controlling
Note Holder Representative) has responded within such ten (10) Business Day period (unless, the Lead Securitization Note Holder
(or the Master Servicer or the Special Servicer acting on its behalf) proposes a new course of action that is materially different
from the action previously proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from the date
of such proposal and delivery of all information relating thereto). Notwithstanding the consultation rights of each Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative) set forth in the immediately preceding sentence, the Lead Securitization
Note Holder (or Master Servicer or Special Servicer, acting on its behalf) may take any Major Decision or any action set forth
in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Lead Securitization
Note Holder (or Master Servicer or Special Servicer, as applicable) determines that immediate action with respect thereto is necessary
to protect the interests of the Note Holders. In no event shall the Lead Securitization Note Holder (or Master Servicer or Special
Servicer, acting on its behalf) be obligated at any time to follow or take any alternative actions recommended by a Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative).


 


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


 


(e)            If any
Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within the meaning of
Section 860D(a) of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage Loan shall
be administered such that each Note shall qualify at all times as (or as interests in) a “qualified mortgage” within
the meaning of Section 860G(a)(3) of the Code (for that purpose the loan-to-value test in Section 860G(a)(3) shall be applied by
treating the Senior Notes and the Junior Note as two separate debt instruments with the Senior Notes having the senior lien) (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


 






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provisions of this paragraph shall be effected by compliance
with any REMIC provisions in the Lead Securitization Servicing Agreement relating to the administration of the Mortgage Loan.


 


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


 


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


 


(a)            The Controlling
Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights and obligations
with respect to the Mortgage Loan (the “Controlling Note Holder Representative”). The Controlling Note Holder
shall have the right in its sole discretion at any time and from time to time to remove and replace the Controlling Note Holder
Representative in accordance with the terms of the Lead Securitization Servicing Agreement. When exercising its various rights
under Section 5 and elsewhere in this Agreement, the Controlling Note Holder may, at its option, in each case, act through the
Controlling Note Holder Representative. The Controlling Note Holder Representative may be any Person (other than the Mortgage Loan
Borrower, any manager of the Mortgaged Property or any principal or Borrower Affiliate or any manager of the Mortgaged Property),
including, without limitation, the Controlling Note Holder, any officer or employee of the Controlling Note Holder, any affiliate
of the Controlling Note Holder or any other unrelated third party. No such Controlling Note Holder Representative shall owe any
fiduciary duty or other duty to any other Person (other than the Controlling Note Holder). All actions that are permitted to be
taken by the Controlling Note Holder under this Agreement may be taken by the Controlling Note Holder Representative acting on
behalf of the Controlling Note Holder. No Servicer, Trustee or Certificate Administrator acting on behalf of the Lead Securitization
Note Holder shall be required to recognize any Person as a Controlling Note Holder Representative until the Controlling Note Holder
has notified each Servicer, the Trustee and the Certificate Administrator of such appointment and, if the Controlling Note Holder
Representative is not the same Person as the Controlling Note Holder, the Controlling Note Holder Representative provides each
Servicer, the Trustee and the Certificate Administrator with written confirmation of its acceptance of such appointment, an address
and facsimile number for the delivery of notices and other correspondence and a list of officers or employees of such Person with
whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). The Controlling
Note Holder shall promptly deliver such information to each Servicer, the Trustee and the Certificate Administrator. The Controlling
Note Holder agrees to inform each such Servicer, Certificate Administrator or Trustee of the then-current Controlling Note Holder
Representative.


 






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


 


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; provided, that each Initial Note Holder shall be deemed to have provided
such notice on the date hereof. The Trustee, Certificate Administrator, the Master Servicer and the Special Servicer 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.


 


(c)            Each Non-Controlling
Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights and obligations
with respect to the Mortgage Loan (each, a “Non-Controlling Note Holder Representative”). All of the provisions
relating to the Controlling Note Holder and the Controlling Note Holder Representative set forth in Section 6(a) and Section
6(b) shall apply to each Non-Controlling Note Holder and its Non-Controlling Note Holder Representative mutatis mutandis.


 


Section 7.
          Appointment of Special Servicer. Subject to the next succeeding paragraph, 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 each other Note Holder, the Master Servicer, the then existing Special Servicer and each other party to the
Lead Securitization Servicing Agreement a written notice stating such designation and satisfying the other conditions to such replacement
as set forth in the Lead Securitization


 






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Servicing Agreement (including, without limitation, a Rating
Agency Communication or a Rating Agency Confirmation, but only if required by the terms of the Lead Securitization Servicing Agreement),
if any. 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, if any, of the Controlling Note Holder
(or its Controlling Note Holder Representative) to designate a replacement Special Servicer for the Mortgage Loan as aforesaid.


 


Notwithstanding
the foregoing and subject to the rights of any Non-Controlling Noteholder provided for in the next succeeding paragraph, for so
long as the Controlling Note is included in the Lead Securitization related to the Morgan Stanley Capital I Trust 2016-PSQ, Commercial
Mortgage Pass Through Certificates, Series 2016-PSQ, the Special Servicer shall be replaceable in accordance with the terms and
conditions of the Lead Securitization Servicing Agreement.


 


If a Servicer
Termination Event on the part of the Special Servicer has occurred that affects any Non-Controlling Note Holder, such Non-Controlling
Note Holder shall have the right to direct the Trustee (or at any time that the Mortgage Loan is no longer included in a Securitization
Trust, the Controlling Note Holder) to terminate the Special Servicer under the Lead Securitization Servicing Agreement pursuant
to and in accordance with the terms of the Lead Securitization Servicing Agreement. Each Note Holder acknowledges and agrees that
any successor special servicer appointed to replace the Special Servicer with respect to the Mortgage Loan that was terminated
for cause at a Non-Controlling Note Holder’s direction cannot at any time be the person (or an Affiliate thereof) that was
so terminated without the prior written consent of such Non-Controlling Note Holder. Each Non-Controlling Note Holder shall be
solely responsible for reimbursing the Trustee’s or the Controlling Note Holder’s, as applicable, costs and expenses,
if not paid within a reasonable time by the terminated special servicer and, in the case of the Trustee, that would otherwise be
reimbursed to the Trustee from amounts on deposit in the Lead Securitization’s Collection Account.


 


Section 8.          Payment Procedure.


 


(a)            The Lead
Securitization Note Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead
Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection
Account 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 (2) Business Days after
receipt of properly identified funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from
or on behalf of the Mortgage Loan Borrower.


 






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(b)            If the
Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received or
collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law,
be returned to the Mortgage Loan Borrower or paid to any Lead Securitization Note Holder or any Servicer or paid to any other Person,
then, notwithstanding any other provision of this Agreement, a 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 any Non-Lead Securitization Note Holder before the Lead Securitization
Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder is under no obligation
to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five (5) Business Days of
its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization
Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder.


 


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


 


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.


 


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, Accepted Servicing Practices, 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


 






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Holder to exercise such rights other than as described above;
provided, that each Servicer must act in accordance with Accepted Servicing Practices.


 


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 Holders, 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 Holders in connection with any case by or against the Mortgage Loan Borrower under the
Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any
claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the
Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The
Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, each Non-Lead Securitization Note
Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds,
conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and
evidencing of the foregoing appointment and grant. All actions taken by any Servicer in connection with any Insolvency
Proceeding are subject to and must be in accordance with Accepted Servicing Practices.


 


Section 11.
          Representations of the Note Holders. Each Note Holder represents and warrants that the execution, delivery and performance
of this Agreement is within its corporate powers, has been duly authorized by all necessary corporate action, and does not contravene
such Note Holder’s charter or any law or contractual restriction binding upon such Note Holder, and that this Agreement is
the legal, valid and binding obligation of such Note Holder enforceable against such Note Holder in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law), and except that the enforcement of rights with respect to indemnification and
contribution obligations may be limited by applicable law. Each Note Holder represents and warrants that it is duly organized,
validly existing, in good standing and in possession of all licenses and authorizations necessary to carry on its business. Each
Note Holder represents and warrants that (a) this Agreement has been duly executed and delivered by such Note Holder, (b) to such
Note Holder’s actual knowledge, all consents, approvals, authorizations, orders or filings of or with any court or governmental
agency or body, if any, required for the execution, delivery and


 






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performance of this Agreement by such Note Holder have been
obtained or made and (c) to such Note Holder’s actual knowledge, there is no pending action, suit or proceeding, arbitration
or governmental investigation against such Note Holder, an adverse outcome of which would materially and adversely affect its performance
under this Agreement.


 


Section 12.
          No Creation of a Partnership or Exclusive Purchase Right. Nothing contained in this Agreement, and no action taken pursuant
hereto shall be deemed to constitute the relationship created hereby between the Note Holders as a partnership, association, joint
venture or other entity. No Note Holder shall have any obligation whatsoever to offer to any other Note Holder the opportunity
to purchase a participation interest in any future loans originated by such Note Holder or its Affiliates and if any Note Holder
chooses to offer to any other Note Holder the opportunity to purchase a participation interest in any future mortgage loans originated
by such Note Holder or its Affiliates, such offer shall be at such purchase price and interest rate as such Note Holder chooses,
in its sole and absolute discretion. No Note Holder shall have any obligation whatsoever to purchase from any other Note Holder
a participation interest in any future loans originated by such Note Holder or its Affiliates.


 


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


 


Section 14.           Sale of the
Notes.


 


(a)           Each Note
Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise
dispose (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other similar agreement, excluding
a repo financing or a Pledge in accordance with Section 14(d)) of a Note (a “Transfer”) except to a Qualified
Institutional Lender. Promptly after any such Transfer, any non-transferring Note Holders shall be provided with (x) a representation
from each transferee or the transferring Note Holder certifying that such transferee is a Qualified Institutional Lender (except
in the case of a Transfer to an entity that constitutes a Qualified Institutional Lender pursuant to clause (c)(iii) of the definition
thereof (and the related pooling and servicing agreement or similar agreement requires the parties thereto to comply with this
Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement
referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that
is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) if any
such non-transferring Note Holder’s Note is held in a Securitization Trust, provide each of the applicable engaged Rating
Agencies for such Securitization Trust with a Rating Agency Communication. Notwithstanding the foregoing, without each non-transferring
Note Holder’s prior consent (which will not be unreasonably withheld), and, if any non-transferring Note Holder’s Note
is


 






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held in a Securitization Trust, until a Rating Agency Communication
is provided to each engaged Rating Agency for such Securitization Trust, no Note Holder shall Transfer all or any portion of its
Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any
such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. The transferring Note Holder
agrees that it shall pay the expenses of any non-transferring Note Holder (including all expenses of the Master Servicer, the Special
Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any
Rating Agency Communication in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the
right, without the need to obtain the consent of any other Note Holder or of any other Person or having to provide any Rating Agency
Communication, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in its Note. None of the provisions
of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes in accordance with the terms and conditions of
the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions
of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming
a defaulted loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly
or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization
Trust.


 


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


 


(c)            Notwithstanding
any other provision hereof, any Note Holder may pledge (a “Pledge”) its Note to any entity (other than the Mortgage
Loan Borrower or a Borrower Affiliate) which has extended a credit facility to such Note Holder and that is either a Qualified
Institutional Lender or a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent)
or better by each applicable Rating Agency (or, if not rated by an applicable Rating Agency, an equivalent (or higher) rating from
any two of Fitch, Moody’s and S&P) (a “Note Pledgee”), on terms and conditions set forth in this Section
14(c), it being further agreed that a financing provided by a Note Pledgee to a Note Holder or any Person which Controls such Note
that is secured by its Note and is structured as a repurchase arrangement, shall qualify as a “Pledge” hereunder, provided
that a Note Pledgee which is not a Qualified Institutional Lender may not take title to the pledged Note without a Rating Agency
Confirmation. Upon written notice by the applicable Note Holder to each other Note Holder and any Servicer that a Pledge has been
effected (including the name and address of the applicable Note Pledgee), each other Note Holder agrees to acknowledge receipt
of such notice and thereafter agrees: (i) to give Note Pledgee written notice of any default by the pledging Note Holder in respect
of its obligations under this Agreement of which default such Note Holder has actual knowledge; (ii) to allow such Note Pledgee
a period of ten (10) days to cure a


 






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


 


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


 


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


 






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


 


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


 






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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.


 


Section 18.         Modifications. This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by
each Note Holder. Additionally, for as long as any Note is contained in a Securitization Trust, the Note Holders shall not amend
or modify this Agreement without first delivering a Rating Agency Communication to each Rating Agency; provided that no
such Rating Agency Communication shall be required in connection with a modification (i) to cure any ambiguity, to correct or supplement
any provisions herein that


 






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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 any Non-Lead Master Servicer, Non-Lead Special
Servicer or Non-Lead Trustee, none of the provisions of this Agreement shall be for the benefit of or enforceable by any Person
not a party hereto. Subject to Section 14 and Section 15, each Note Holder may assign or delegate its rights or obligations under
this Agreement. Upon any such assignment, the assignee shall be entitled to all rights and benefits of the applicable Note Holder
hereunder. For the avoidance of doubt, the representations in Section 11 shall not be binding upon any Securitization Trust.


 


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


 


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


 


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


 


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


 


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


 






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Holder to seek any allowable credits or deductions for the Taxes
so withheld in each jurisdiction in which such Note Holder is subject to tax.


 


(b)            Each 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 such Non-Lead Securitization Note
Holder in reliance upon any representation, certificate, statement, document or instrument made or provided by such 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 such 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) such 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)            Each 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, each
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 a 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
a Non-Lead Securitization Note Holder is not created or organized under the laws of the United States, any state thereof or the
District of Columbia, and if the payment of interest or other amounts by the Mortgage Loan Borrower is treated for United States
income tax purposes as derived in whole or part from sources within the United States, such Note Holder shall satisfy the requirements
of the preceding sentence by furnishing to the Lead Securitization Note Holder Internal Revenue Service Form W-8ECI, Form W-8IMY
(with appropriate attachments), Form W-8BEN or Form W-8BEN-E, or successor forms, as may be required from time to time, duly executed
by such Note Holder, as evidence of such Note Holder’s exemption from the withholding of United States tax with respect thereto.
The Lead Securitization Note Holder shall not be obligated to make any payment hereunder with respect to a Non-Lead Securitization
Note or otherwise until


 






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the related Non-Lead Securitization Note Holder shall have furnished
to the Lead Securitization Note Holder requested forms, certificates, statements or documents.


 


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


 


Section 26.          Cooperation in
Securitization.


 


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


 






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any Securitization, the information provided by it in its capacity
as a Non-Securitizing Note Holder to the related Securitizing Note Holder may be incorporated into the offering documents for such
Securitization. Each Securitizing Note Holder and each Rating Agency shall be entitled to rely on the information supplied by,
or on behalf of, each Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each Non-Securitizing
Note Holder by providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection
with such Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization.


 


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


 


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


 


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


 


Section 31.
         Resizing. Notwithstanding any other provision of this Agreement, for so long as MSBNA or an affiliate thereof (an “Original
Entity”) is the owner of a Note (each, an “Owned Note”), such Original Entity shall have the right,
subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes
or additional notes (in either case, “New Notes”) reallocating the principal of an Owned Note to such New Notes;
or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the
then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding
New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii)
all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay on
a Pro Rata and Pari Passu Basis (to the extent set forth in Section 3) 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 Accepted Servicing Practices. 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


 






    	50



    	 



    




 


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


 


Section 32.
         Not a Security. No Note shall be deemed to be a security within the meaning of the Act or the Exchange Act.


 


[SIGNATURE PAGE FOLLOWS]


 






    	51



    	 



    

 


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


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


 


MSCI
2016-PSQ –  Signature Page to Intercreditor Agreement


 



    	 



    	 



    







 


EXHIBIT A


 


MORTGAGE LOAN SCHEDULE


 


Description of Mortgage Loan


 





	Mortgage Loan Borrower:	Penn Square Mall, LLC
	Date of Mortgage Loan:	December 22, 2015
	Date of Notes:	January 6, 2016
	Original Principal Amount of Mortgage Loan:	$310,000,000.00
	Principal Amount of Mortgage Loan as of the date hereof:	$310,000,000.00
	Note A-1A Note Principal Balance:	$69,900,000
	Note A-1A Interest Rate:	3.842%
	Note A-1B Note Principal Balance	$90,000,000
	Note A-1B Interest Rate:	3.842%
	Note A-1C Note Principal Balance	$46,600,000
	Note A-1C Interest Rate:	3.842%
	Note A-2 Note Principal Balance	$103,500,000
	Note A-2 Interest Rate:	3.842%
	Location of Mortgaged Property:	1901 Northwest Expressway

Oklahoma City, OK 73118
	Initial Maturity Date:	January 1, 2026







 






    	A-1



    	 



    




 





EXHIBIT B


 


		1.	Initial Note A-1A Holder:



 


(Prior to Securitization of Note A-1A):


 


Morgan Stanley Bank,
N.A.


 


Notice Address: 


Morgan Stanley Bank, N.A. 


1585 Broadway 


New York, New York 10036


Attention: Stephen Holmes


 


with a copy
to:


 


Morgan Stanley Bank, N.A.


1221 Avenue of the Americas


New York, New York 10020


Attention: Legal Compliance Division


 


		2.	Initial Note A-1B Holder:



 


Morgan Stanley Bank, N.A.


 


Notice Address:


 


Morgan Stanley Bank, N.A.


1585 Broadway


New York, New York 10036


Attention: Stephen Holmes


 


with a copy to:


 


Morgan Stanley Bank, N.A.


1221 Avenue of the Americas


New York, New York 10020


Attention:
Legal Compliance Division


 






    	B-1



    	 



    




 


		3.	Initial Note A-1C Holder:



 


Morgan Stanley Bank, N.A.


 


Notice Address: 


Morgan Stanley Bank, N.A. 


1585 Broadway 


New York, New York 10036


Attention: Stephen Holmes


 


with a copy
to:


 


Morgan Stanley Bank, N.A.


1221 Avenue of the Americas


New
York, New York 10020


Attention: Legal Compliance Division


 


		4.	Initial Note A-2 Holder:



 


(Prior to Securitization of Note A-2):


 


Morgan Stanley Bank,
N.A.


 


Notice Address:





Morgan Stanley Bank, N.A.


1585 Broadway


New York, New York 10036


Attention: Stephen Holmes


 


with a copy to:


 


Morgan Stanley Bank, N.A.


1221 Avenue of the Americas


New York, New York 10020


Attention:
Legal Compliance Division


 






    	B-2



    	 



    







 


(With respect to the holder of each of Note A-1A and Note A-2,
following Securitization thereof):


 


		(i)	Depositor:



 


Morgan
Stanley Capital I Inc.

1585 Broadway

New York, New York 10036

Attention: Stephen Holmes



with a copy to:



Morgan Stanley Capital I Inc.

1221 Avenue of the Americas

New York, New York 10020

Attention: Legal Compliance Division


 


		(ii)	Master Servicer and Special Servicer:



 


Wells
Fargo Bank, National Association 

Commercial Mortgage Servicing 

MAC D1086 

550 South Tryon Street, 14th Floor 

Charlotte, North Carolina
28202 

Attention: MSCI 2016-PSQ Asset Manager 

Facsimile number: (704) 715-0036 



 


and with respect to any notice relating to Rating
Agency requests:


 


RAInvRequests@wellsfargo.com



 


and with respect to any notice relating to investor requests:


 


REAM_InvestorRelations@wellsfargo.com


 






    	B-3



    	 



    







 


with
a copy to:


 


Wells
Fargo Bank, National Association 

Legal Department 

301 South College Street 

Charlotte, North Carolina 28202-0166


Attention:
Commercial Mortgage Servicing Legal Support 

Facsimile number: (704) 383-0353 

Reference: MSCI 2016-PSQ Mortgage Trust


 


		(iii)	Trustee:



 


Wilmington
Trust, National Association 

1100 North Market Street 

Wilmington, Delaware 19890 

Attention: CMBS Trustee MSCI 2016-PSQ


(with
a copy to be sent contemporaneously via email to 

cmbstrustee@wilmingtontrust.com)


 


		(iv)	Certificate Administrator:



 


Wells
Fargo Bank, National Association 

9062 Old Annapolis Road 

Columbia, Maryland 21045-1951 

Attention: Corporate Trust Services (CMBS)


MSCI 2016-PSQ


Telecopy
Number: (410) 715-2380


E-mail:
cts.cmbs.bond.admin@wellsfargo.com, and to 

trustadministrationgroup@wellsfargo.com, except as otherwise set forth herein


 






    	B-4



    	 



    




  


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-1