Exhibit 4.12


 





 


EXECUTION VERSION


 


AGREEMENT BETWEEN NOTEHOLDERS


 


Dated as of November 17, 2016


 


by and between


 


Société Générale

(Initial Note A-1 Holder, Initial A-2 Holder, Initial A-3 Holder, Initial B-1 Holder, Initial B-2 Holder and Initial B-3 Holder)


 


Bank of America, N.A.

(Initial Note A-4 Holder, Initial A-5 Holder, Initial B-4 Holder and Initial B-5 Holder)


 


Cantor Commercial Real Estate Lending, L.P.

(Initial Note A-6 Holder, Initial Note A-7 Holder, Initial Note A-8 Holder, Initial B-6 Holder, Initial B-7 Holder and Initial
B-8 Holder)


 


Barclays Bank PLC

(Initial Note A-9 Holder, Initial Note A-10 Holder, Initial B-9 Holder and Initial B-10 Holder)


 


Potomac Mills


 









     


    	 



    

 


THIS AGREEMENT BETWEEN NOTEHOLDERS (“Agreement”),
dated as of November 17, 2016 by and between SOCIÉTÉ GÉNÉRALÉ (“SG” and together
with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the “Initial Note A-1 Holder”,
and in its capacity as the initial agent, the “Initial Agent”), SG (together with its successors and assigns
in interest, in its capacity as initial owner of the Note A-2 (the ”Initial Note A-2 Holder”), SG (together
with its successors and assigns in interest, in its capacity as initial owner of the Note A-3 (the “Initial Note A-3 Holder”),
BANK OF AMERICA, N.A. (“BANA” and together with its successors and assigns in interest, in its capacity as initial
owner of the Note A-4 (the “Initial Note A-4 Holder”), BANA (together with its successors and assigns in interest,
in its capacity as initial owner of the Note A-5 (the “Initial Note A-5 Holder”), CANTOR COMMERCIAL REAL ESTATE
LENDING, L.P. (“Cantor” and together with its successors and assigns in interest, in its capacity as initial
owner of the Note A-6 (the “Initial Note A-6 Holder”), Cantor (together with its successors and assigns in interest,
in its capacity as initial owner of the Note A-7 (the “Initial Note A-7 Holder”), Cantor (together with its
successors and assigns in interest, in its capacity as initial owner of the Note A-8 (the “Initial Note A-8 Holder”),
BARCLAYS BANK PLC (“Barclays” and together with its successors and assigns in interest, in its capacity as initial
owner of the Note A-9 (the “Initial Note A-9 Holder”), Barclays (together with its successors and assigns in
interest, in its capacity as initial owner of the Note A-10 (the “Initial Note A-10 Holder” together with the
Initial Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note A-3 Holder, the Initial Note A-4 Holder, the Initial Note
A-5 Holder, the Initial Note A-6 Holder, the Initial Note A-7 Holder, the Initial Note A-8 Holder and the Initial Note A-9 Holder,
the “Initial Senior Noteholders), SG, together with its successors and assigns in interest, in its capacity as initial
owner of the Note B-1 (the “Initial Note B-1 Holder”), SG (together with its successors and assigns in interest,
in its capacity as initial owner of the Note B-2 (the “Initial Note B-2 Holder”), SG (together with its successors
and assigns in interest, in its capacity as initial owner of the Note B-3 (the “Initial Note B-3 Holder”), BANA
(together with its successors and assigns in interest, in its capacity as initial owner of the Note B-4 (the “Initial
Note B-4 Holder”), BANA (together with its successors and assigns in interest, in its capacity as initial owner of the
Note B-5 (the “Initial Note B-5 Holder”), Cantor (together with its successors and assigns in interest, in its
capacity as initial owner of the Note B-6 (the “Initial Note B-6 Holder”), Cantor (together with its successors
and assigns in interest, in its capacity as initial owner of the Note B-7 (the “Initial Note B-7 Holder”), Cantor
(together with its successors and assigns in interest, in its capacity as initial owner of the Note B-8 (the “Initial
Note B-8 Holder”), Barclays (together with its successors and assigns in interest, in its capacity as initial owner of
the Note B-9 (the “Initial Note B-9 Holder”) and Barclays (together with its successors and assigns in interest,
in its capacity as initial owner of the Note B-10 (the “Initial Note B-10 Holder” and together with the Initial
Note B-1 Holder, the Initial Note B-2 Holder, the Initial Note B-3 Holder, the Initial Note B-4 Holder, the Initial Note B-5 Holder,
the Initial Note B-6 Noteholder, the Initial Note B-7 Holder, the Initial Note B-8 Holder and the Initial B-9 Noteholder, the “Initial
Junior Noteholders”).


 


W I T N E S S E T H:


 






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WHEREAS, pursuant to
the Loan Agreement (as defined herein) SG, BANA, Cantor and Barclays 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(s) described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which was initially
evidenced by 10 promissory notes (the “Original Notes”) in the aggregate amount of $416,000,000, secured by
a first mortgage on one or more parcels of real property located as described on the Mortgage Loan Schedule (the “Mortgaged
Property”), each dated October 5, 2016.


 


WHEREAS, pursuant to
a Note Consolidation and Splitter and Loan Modification Agreement, dated as of October 24, 2016, the Original Notes have been split
and the Mortgage Loan is presently evidenced by the following 20 notes:


 


(i)          Promissory Note A-1 in the revised principal amount of $40,000,000 (“Note A-1”),


 


(ii)         Promissory Note A-2 in the revised principal amount of $20,000,000 (“Note A-2”),


 


(iii)        Promissory Note A-3 in the revised principal amount of $12,750,000 (“Note A-3”),


 


(iv)       Promissory Note A-4 in the revised principal amount of $52,000,000 (“Note A-4”),


 


(v)         Promissory Note A-5 in the revised principal amount of $20,750,000 (“Note A-5”),


 


(vi)        Promissory Note A-6 in the revised principal amount of $30,000,000 (“Note A-6”),


 


(vii)       Promissory Note A-7 in the revised principal amount of $35,000,000 (“Note A-7”),


 


(viii)      Promissory Note A-8 in the revised principal amount of $7,750,000 (“Note A-8”),


 


(ix)        Promissory Note A-9 in the revised principal amount of $52,000,000 (“Note A-9”),


 


(x)         Promissory Note A-10 in the revised principal amount of $20,750,000 (“Note A-10” and together with Note
A-1, Note A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7, Note A-8 and Note A-9, the “Senior Notes” and
individually each a Senior Note or Note)


 


(xi)        Promissory Note B-1 in the original principal amount of $17,182,131 (“Note B-1”),


 


(xii)       Promissory Note B-2 in the original principal amount of $8,591,065 (“Note B-2”),


 


(xiii)      Promissory Note B-3 in the original principal amount of $5,476,804 (“Note B-3”),


 


(xiv)      Promissory Note B-4 in the original principal amount of $22,336,770 (“Note B-4”),


 


(xv)       Promissory Note B-5 in the original principal amount of $8,913,230 (“Note B-5”),


 


(xvi)      Promissory Note B-6 in the original principal amount of $12,886,598 (“Note B-6”),


 


(xvii)     Promissory Note B-7 in the original principal amount of $15,034,364 (“Note B-7”),


 






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(xviii)    Promissory Note B-8 in the original principal amount of $3,329,038 (“Note B-8”),


 


(xix)      Promissory Note B-9 in the original principal amount of $22,336,770 (“Note B-9”), and


 


(xx)       Promissory Note B-10 in the original principal amount of $8,913,230 (“Note B-10”, together with the Note
B-1, Note B-2, Note B-3, Note B-4, Note B-5, Note B-6, Note B-7, Note B-8 and Note B-9, the “Junior Notes”)


 


WHEREAS, SG and Cantor
intend to sell, transfer and assign all of their right, title and interest in and to Note A-1 and Note A-6, respectively, to Cantor
Commercial Mortgage Securities, L.P. (“CCRE”), as depositor, pursuant to a Mortgage Loan Purchase Agreement
to be dated as of November 1, 2016, by and between CCRE, as purchaser, and SG, as seller, and a Mortgage Loan Purchase Agreement
to be dated as of November 1, 2016, by and between CCRE, as purchase, and Cantor, as seller, and CCRE intends to transfer its right,
title and interest in and to Note A-1 and Note A-6 to Wilmington Trust, National Association, as trustee for the CFCRE 2016-C6
Commercial Mortgage Pass-Through Certificates, Series 2016-C6 under a pooling and servicing agreement, dated as of November 1,
2016, among CCRE, as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special
servicer, Park Bridge Lender Servicers LLC, as operating advisor and as asset representations reviewer, Wells Fargo Bank, National
Association, as certificate administrator, paying agent and as custodian, and Wilmington Trust, National Association, as trustee;


 


WHEREAS, the Initial
Senior Noteholders and the Initial Junior Noteholders desire to enter into this Agreement to memorialize the terms under which
the Initial Senior Noteholders and the Initial Junior Noteholders are holding the Senior Notes and the Junior Notes, respectively,
in the Mortgage Loan.


 


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 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 assigned to such term in the Servicing Agreement.


 


“Additional
Servicing Expenses” shall mean (a) all Servicing Advances, fees and/or expenses incurred by and reimbursable to any Servicer
or Trustee pursuant to the Servicing Agreement, and (b) all interest accrued on Advances made by (x) any Servicer or Trustee in
accordance with the terms of the Servicing Agreement or (y) any Non-Lead Servicer or Non-Lead Trustee in accordance with the terms
of the related Non-Lead Servicing Agreement; provided that the aggregate special servicing administration fee (which fee
is payable solely during the period that the Mortgage Loan is a Specially Serviced Mortgage Loan) shall not exceed an amount equal
to 0.25% per annum (or 0.125% per annum so long as the Note


 






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A-1 Holder has not selected a replacement Special Servicer for the
Mortgage Loan) of the outstanding principal balance of the Mortgage Loan, the special servicing liquidation fee (or equivalent)
shall not exceed 0.5% of the collections made with respect to the Mortgage Loan or any sums received from proceeds from the disposition
of the Mortgaged Property or the Mortgage Loan, as the case may be, and the special servicing workout fee (or equivalent) shall
not exceed 0.5% of the collections made with respect to the Mortgage Loan while the Mortgage Loan is a performing or “corrected”
loan (or such other analogous term pursuant to the Servicing Agreement), all subject to adjustments and caps as set forth in the
Servicing Agreement.


 


“Advance Interest
Amount” shall mean interest payable on Advances, as specified in the Servicing Agreement or Non-Lead Servicing Agreement,
as applicable.


 


“Advance Interest
Rate” shall have the meaning assigned to the term “Advance Rate” or such other analogous term used in the
Servicing Agreement.


 


“Advances”
shall have the meaning assigned to such term in the Servicing Agreement or a Non-Lead Servicing Agreement, as applicable, or such
other analogous term used in the Servicing Agreement or a Non-Lead Servicing Agreement, as applicable.


 


“Affiliate”
shall mean with respect to any specified Person (i) any other Person that Controls, Controlling or is Controlled by or under
common Control with such specified Person (each a “Common Control Party”), (ii) any other Person owning,
directly or indirectly, ten percent (10%) or more of the beneficial interests in such Person or (iii) any other Person in
which such Person or a Common Control Party owns, directly or indirectly, ten percent (10%) or more of the beneficial interests.


 


“Agent”
shall mean the Initial Agent or such Person to whom the Initial Agent shall delegate its duties hereunder, and from and after the
Securitization Date shall mean the Certificate Administrator, if any, and if there is no Certificate Administrator, the Trustee.


 


“Agent Office”
shall mean the designated office of the Agent, which office initially shall be the office of the Initial Note A-1 Holder listed
on Exhibit B hereto and, after the Securitization Date, shall be the offices of the Certificate Administrator. The Agent
Office is the address to which notices to and correspondence with the Agent should be directed. The Agent may change the address
of its designated office by notice to the Noteholders.


 


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


 


“Appraisal”
shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used in the Servicing Agreement.


 


“Appraisal Reduction
Amount” shall have the meaning assigned to the term “Appraisal Reduction Amount” or such other analogous
term used in the Servicing Agreement.


 


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


 






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


 


“Asset Representations
Reviewer” shall have the meaning assigned to such term in the Servicing Agreement.


 


“Asset Status
Report” shall have the meaning assigned to such term in the Servicing Agreement.


 


“Balloon Payment”
shall have the meaning assigned to such term in the Servicing Agreement.


 


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


 


“Business Day”
shall have the meaning assigned to such term in the Servicing Agreement or Non-Lead Servicing Agreement, as applicable.


 


“Certificate
Administrator” shall mean the certificate administrator under the Servicing Agreement, if any.


 


“CFCRE 2016-C6
PSA” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“CFCRE 2016-C6
Securitization” shall mean the Securitization of Note A-1 and Note A-6 pursuant to the Servicing Agreement in connection
with the issuance of the CFCRE 2016-C6 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-C6


 


“CFCRE 2016-C6
Securitization Date” shall mean the closing date of the CFCRE 2016-C6 Securitization.


 


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


 


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


 


“Collection
Account” shall have the meaning assigned to such term (or equivalent term) in the Servicing Agreement.


 


“Companion Distribution
Account” shall have the meaning assigned to such term (or equivalent term) in the Servicing Agreement.


 


“Condemnation
Proceeds” shall have the meaning assigned to such term or any one or more analogous terms in the Servicing Agreement.


 






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“Conduit”
shall have the meaning assigned to such term in Section 19(f).


 


“Conduit Credit
Enhancer” shall have the meaning assigned to such term in Section 19(f).


 


“Conduit Inventory
Loan” shall have the meaning assigned to such term in Section 19(f).


 


“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 or the possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise. “Controlled”
and “Controls” have meanings correlative thereto.


 


“Control Appraisal
Period” shall mean a period that exists with respect to the Mortgage Loan, if and for so long as:


 


		(1)	(a) (i) the sum of the initial Note B-1 Principal Balance, Note B-2 Principal Balance, Note B-3
Principal Balance, Note B-4 Principal Balance, Note B-5 Principal Balance, Note B-6 Principal Balance, Note B-7 Principal Balance,
Note B-8 Principal Balance, Note B-9 Principal Balance and Note B-10 Principal Balance, minus (ii) the sum (without duplication)
of (x) any payments of principal (whether as principal prepayments or otherwise) allocated to, and received on, the Junior Notes
after the date of creation of the Junior Notes, (y) any Appraisal Reduction Amount for the Mortgage Loan that is allocated to the
Junior Notes and (z) any losses realized with respect to any Mortgaged Property or the Mortgage Loan that are allocated to the
such Junior Note plus (iii) any Threshold Event Collateral posted by the Junior Noteholders, is less than



 


(b) 25% of
the remainder of the (i) initial Note B-1 Principal Balance, Note B-2 Principal Balance, Note B-3 Principal Balance, Note B-4 Principal
Balance, Note B-5 Principal Balance, Note B-6 Principal Balance, Note B-7 Principal Balance, Note B-8 Principal Balance, Note B-9
Principal Balance and Note B-10 Principal Balance, as applicable, less (ii) any payments of principal (whether as principal prepayments
or otherwise) allocated to, and received by, the Junior Noteholder on its Junior Note after the date of creation of the Junior
Notes; or


 


		(2)	any interest in a Junior Note is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower
Related Party, or the Mortgage Loan Borrower or Mortgage Loan Borrower Related Party would otherwise be entitled to exercise the
rights of the holders of greater than 50% of the aggregate Principal Balance of the Junior Notes as the Controlling Noteholder.



 


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


 






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“Controlling
Noteholder” shall mean as of any date of determination (i) the Junior Noteholders holding greater than 50% of the aggregate
Principal Balance of the Junior Notes, unless a Control Appraisal Period has occurred and is continuing or (ii) if a Control Appraisal
Period has occurred and is continuing, the Note A-1 Holder; provided that at any time the Note A-1 Holder is the Controlling
Noteholder and Note A-1 is included in the Lead Securitization, the rights of the “Controlling Noteholder” may be exercised
by the holders of the majority of the class of securities issued in the Lead Securitization designated as the “controlling
class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Noteholder”
hereunder, as and to the extent provided in the Servicing Agreement. If at any time 50% or more of Note A-1 is held by the Mortgage
Loan Borrower or a Mortgage Loan Borrower Related Party, the Note A-1 Holder shall not be entitled to exercise any rights of the
Controlling Noteholder and neither the Note A-1 Holder nor any other person (other than the Junior Noteholders holding greater
than 50% of the aggregate Principal Balance of the Junior Notes, so long as a Control Appraisal Period has not occurred) shall
be entitled to exercise the rights of the Controlling Noteholder (and if Note A-1 is included in a Securitization, the applicable
Pooling and Servicing Agreement shall contain limitations on the rights of the Controlling Noteholder that can be exercised by
a certificateholder that is the Mortgage Loan Borrower or has certain relationships with the Mortgage Loan Borrower).


 


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


 


“CREFC®
Investor Reporting Package®” shall have the meaning assigned to such term or an analogous term in the
Servicing Agreement.


 


“Cure Period”
shall have the meaning assigned to such term in Section 11(a).


 


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


 


“Defaulted Mortgage
Loan Purchase Price” shall mean the sum, without duplication, of (a) the Principal Balance of each Senior Note,
(b) accrued and unpaid interest thereon at the Note A-1 Rate, the Note A-2 Rate, the Note-A-3 Rate, the Note A-4 Rate, the
Note A-5 Rate, the Note A-6 Rate, the Note A-7 Rate, the Note A-8 Rate, the Note A-9 Rate and the Note A-10 Rate, respectively,
from the date as to which interest was last paid in full by Mortgage Loan Borrower up to and including the end of the interest
accrual period relating to the Monthly Payment Date next following the date the purchase occurred, (c) any other amounts due under
the Mortgage Loan, other than Prepayment Premiums, default interest, late fees, exit fees and any other similar fees, provided
that if the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party is the purchaser, the Defaulted Mortgage Loan Purchase
Price shall include Prepayment Premiums, default interest, late fees, exit fees and any other similar fees, (d) without duplication
of amounts under clause (c), any unreimbursed property protection or servicing Advances and any expenses incurred in enforcing
the Mortgage Loan Documents (including, without limitation, servicing Advances payable or reimbursable to any Servicer, and earned
and unreimbursed special servicing fees), (e) without duplication of amounts under clause (c), any accrued and unpaid Advance
Interest Amount, (f) any amounts payable in respect of the Mortgage Loan to the Asset Representations Reviewer, (g) if (i) the
Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party is the purchaser or (ii) the Mortgage Loan is purchased


 






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after
ninety (90) days after the first such option becomes exercisable pursuant to Section 12 of this Agreement, any liquidation
or workout fees payable under the Servicing Agreement with respect to the Mortgage Loan and (h) any Recovered Costs not reimbursed
previously to any Senior Note pursuant to this Agreement. Notwithstanding the foregoing, if a Junior Noteholder is purchasing from
the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, the Defaulted Mortgage Loan Purchase Price shall not include
the amounts described under clauses (d) through (h) of this definition. If the Mortgage Loan is converted into a REO Property,
for purposes of determining the Defaulted Mortgage Loan Purchase Price, interest will be deemed to continue to accrue on the Senior
Notes at the Note A-1 Rate, the Note A-2 Rate, the Note A-3 Rate, the Note A-4 Rate, the Note A-5 Rate, the Note A-6 Rate, the
Note A-7 Rate, the Note A-8 Rate, the Note A-9 Rate and the Note A-10 Rate, as applicable, as if the Mortgage Loan were not so
converted. In no event shall the Defaulted Mortgage Loan Purchase Price include amounts due or payable to the Junior Noteholders
under this Agreement.


 


“Defaulted Note
Purchase Date” shall have the meaning assigned to such term in Section 12.


 


“Default Interest”
shall mean interest on the Mortgage Loan at a rate per annum equal to the Note Default Interest Spread.


 


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


 


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


 


“Final Recovery
Determination” shall have the meaning assigned to such term in the Servicing Agreement.


 


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


 


“Grace Period”
shall have the meaning assigned to such term in Section 11(a).


 


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


 


“Indemnified
Items” shall mean, collectively, any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments
and any other costs, liabilities, fees and expenses incurred in connection with the servicing and administration of the Mortgage
Loan and the Mortgaged Property (or, with respect to the Operating Advisor, incurred in connection with the provision of services
for the Mortgage Loan) under the Servicing Agreement.


 


“Indemnified
Parties” shall mean, collectively, (i) (as and to the same extent the Lead Securitization Trust is required to indemnify
each of the following parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of the
Servicing Agreement) each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor, the Asset Representations Reviewer and the Depositor (and any director, officer, employee or agent of any of the foregoing,
to the extent such parties are


 






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identified as indemnified parties in the Lead Securitization Servicing Agreement in respect of other
mortgage loans) and (ii) the Lead Securitization Trust.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Initial Note
A-8 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Note
A-9 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Note
A-10 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


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


 


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


 


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


 


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


 






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“Initial Junior
Noteholders” shall mean, collectively, the Initial Note B-1 Holder, the Initial Note B-2 Holder, the Initial Note B-3
Holder, the Initial Note B-4 Holder, the Initial Note B-5 Holder, the Initial Note B-6 Holder, the Initial Note B-7 Holder, the
Initial Note B-8 Holder, the Initial Note B-9 Holder and the Initial Note B-10 Holder.


 


“Initial Senior
Noteholders” shall mean, collectively, the Initial Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note A-3
Holder, the Initial Note A-4 Holder, the Initial Note A-5 Holder, the Initial Note A-6 Holder, the Initial Note A-7 Holder, the
Initial Note A-8 Holder, the Initial Note A-9 Holder and the Initial Note A-10 Holder.


 


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


 


“Insurance Proceeds”
shall have the meaning assigned to such term or any one or more analogous terms in the Servicing Agreement.


 


“Interim Servicing
Agreement” shall mean that certain interim servicing agreement to be negotiated in good faith between the parties hereto
after the date hereof.  Until such time as the parties hereto execute an Interim Servicing Agreement, the Noteholders shall
cause the Mortgage Loan to be serviced by Société Générale, who shall cause Wells Fargo Bank, N.A.
to subservice the Mortgage Loan in accordance with this Agreement and the customary and usual servicing practices of originators
of commercial mortgage loans intended to be securitized. The Servicing Fee Rate under the Interim Servicing Agreement will be 1
basis point per annum, paid monthly based on the outstanding principal balance of the Notes and calculated on the same basis as
interest on the Mortgage Loan.


 


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


 






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“Junior Notes”
shall mean, collectively, the Note B-1, the Note B-2, the Note B-3, the Note B-4, the Note B-5, the Note B-6, the Note B-7, the
Note B-8, the Note B-9 and the Note B-10.


 


“Junior Noteholders”
shall mean, collectively, the Note B-1 Holder, the Note B-2 Holder, the Note B-3 Holder, the Note B-4 Holder, the Note B-5 Holder,
the Note B-6 Holder, the Note B-7 Holder, the Note B-8 Holder, the Note B-9 Holder and the Note B-10 Holder.


 


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


 


“Lead Securitization”
shall mean (a) during the period from and after the Securitization Date and prior to the CFCRE 2016-C6 Securitization Date, the
Securitization of the first Note or portion thereof and (b) on and after the CFCRE 2016-C6 Securitization Date, the CFCRE 2016-C6
Securitization.


 


“Lead Securitization
Note” shall mean (a) during the period from and after the Securitization Date and prior to the CFCRE 2016-C6 Securitization
Date, the related first Note or portion thereof contributed to a Securitization, and (b) on and after the CFCRE 2016-C6 Securitization
Date, Note A-1, except that for so long as Note A-1 and Note A-6 are included in the CFCRE 2016-C6 Securitization, Lead Securitization
Note shall mean, collectively, Note A-1 and Note A-6.


 


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


 


“Lead Securitization
Servicing Agreement” shall mean (a) during the period from and after the Securitization Date and prior to the CFCRE 2016-C6
Securitization Date, the Servicing Agreement governing the Securitization of the first Note or portion thereof and (b) on and after
the CFCRE 2016-C6 Securitization Date, the Securitization Servicing Agreement.


 


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


 


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


 


“Liquidation
Proceeds” shall have the meaning assigned to such term in the Servicing Agreement.


 


“Major Decisions”
shall mean:


 


(i)          any workout or other change to any Mortgage Loan that would result in any modification of, or waiver with respect to, the
Mortgage Loan that would result in the extension of the maturity date or extended maturity date thereof, a reduction in the interest
rate borne thereby or the monthly debt service payment or a deferral or a forgiveness of interest on or principal of the Mortgage
Loan or a modification or waiver of any other monetary term of the Mortgage Loan relating to the amount or timing of any payment
of principal, interest,


 






    12 


    	 



    

 


Prepayment
Premiums or any other sums (including reserve requirements) due and payable under the Mortgage Loan Documents or a modification
or waiver of any material non-monetary provision of the Mortgage Loan, including but not limited to provisions which restrict
the Mortgage Loan Borrower or its equity owners from incurring additional indebtedness or transferring interests in the Mortgaged
Property or the Mortgage Loan Borrower;


 


(ii)         any modification of, or waiver with respect to, the Mortgage Loan that would result in a discounted pay-off of the Junior
Notes;


 


(iii)        any foreclosure upon or comparable conversion (which may include acquisition of a REO Property) of the ownership of the
Mortgaged Property or any acquisition of the Mortgaged Property by deed-in-lieu of foreclosure or any other exercise of remedies
following an Event of Default;


 


(iv)        any material direct or indirect sale of all or any material portion of the Mortgaged Property or REO Property;


 


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


 


(vi)        any substitution, release or addition of collateral for the Mortgage Loan other than those required pursuant to the specific
terms of the Mortgage Loan Documents and for which there is no lender discretion;


 


(vii)       any release of the Mortgage Loan Borrower or guarantor from liability with respect to the Mortgage Loan including, without
limitation, by acceptance of an assumption of the Mortgage Loan by a successor Mortgage Loan Borrower or replacement guarantor
except as expressly permitted by the Mortgage Loan Documents;


 


(viii)      any determination (1) not to enforce a “due-on-sale” or “due–on–encumbrance” clause
(unless such clause is not exercisable under applicable law or such exercise is reasonably likely to result in successful legal
action by the Mortgage Loan Borrower) or (2) accelerate a Mortgage Loan (other than automatic accelerations pursuant to the Mortgage
Loan Documents);


 


(ix)        any transfer of the Mortgaged Property or any portion thereof, or any transfer of any direct or indirect ownership interest
in the Mortgage Loan Borrower, except in each case as expressly permitted by the Mortgage Loan Documents;


 


(x)         any incurring of additional debt by the Mortgage Loan Borrower, including the terms of any document evidencing or securing
any such additional debt and of any intercreditor or subordination agreement executed in connection therewith and any waiver of
or amendment or modification to the terms of any such document or agreement or incurring of mezzanine financing by any


 






    13 


    	 



    

 


beneficial
owner of the Mortgage Loan Borrower, including the terms of any document evidencing or securing any such mezzanine debt and of
any intercreditor or subordination agreement executed in connection therewith and any waiver of or amendment or modification to
the terms of any such document or agreement (to the extent Lender’s approval is required by the Mortgage Loan Documents);


 


(xi)        the waiver or modification of any documentation relating to the Guarantor’s obligations under the Guaranty (as defined
in the Mortgage Loan Documents);


 


(xii)       the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower
unless any option to purchase the Senior Notes pursuant to Section 12 of this Agreement has expired or been waived under
Section 12 hereunder;


 


(xiii)      any determination of an Acceptable Insurance Default with respect to the Mortgaged Property;


 


(xiv)      the approval of any Annual Budget (as defined in the Loan Agreement), to the extent Lender shall have such approval under
the Loan Agreement;


 


(xv)       the approval of any Major Lease (as defined in the Loan Agreement), to the extent Lender shall have such approval under
the Loan Agreement;


 


(xvi)      the releases of any escrows or reserve accounts other than those required pursuant to the specific terms of the Mortgage
Loan Documents and for which there is no material lender discretion;


 


provided, however
that during the occurrence and continuance of a Control Appraisal Period, “Major Decision” shall have the meaning given
to such term in the Servicing Agreement.


 


“Master Servicer”
shall have the meaning assigned to such term in the Servicing Agreement.


 


“Master Servicer
Remittance Date” shall mean:


 


(a) 
with respect to Note A-1, Note A-6 and the Junior Notes, the “Master Servicer Remittance Date” (or analogous
term) as defined in the Servicing Agreement; and


 


(b) with
respect to Note A-2, Note A-3, Note A-4, Note A-5, Note A-7, Note A-8, Note A-9 and Note A-10, the earlier of (a) the “Master
Servicer Remittance Date” (or analogous term) as defined in the Servicing Agreement or (b) the first Business Day after
the “determination date,” as such term or a similar term is defined in the applicable Pooling and Servicing Agreement,
provided, however, that no remittance is required to


 






    14 


    	 



    

 


be made until two Business Days after receipt of
the scheduled monthly payment with respect to the Mortgage Loan.


 


“Monetary Default”
shall have the meaning assigned to such term in Section 11(a).


 


“Monetary Default
Notice” shall have the meaning assigned to such term in Section 11(a).


 


“Monthly Payment”
shall mean have the meaning assigned to such term in the Servicing Agreement.


 


“Monthly Payment
Date” shall mean the 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.


 


“Mortgaged Property”
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 October 5, 2016, between the Mortgage Loan Borrower and SG, BANA,
Cantor and Barclays, as the same may be amended, restated, renewed, extended, modified or supplemented 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 18.


 


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


 


“Mortgage Loan
Rate” shall mean, as of any date of determination, the weighted average of the Note A-1 Rate, the Note A-2 Rate, the
Note A-3 Rate, the Note A-4 Rate, the Note A-5 Rate, the Note A-6 Rate, the Note A-7 Rate, the Note A-8 Rate, the Note A-9 Rate,
the Note A-10 Rate, the Note B-1 Rate, the Note B-2 Rate, the Note B-3 Rate, the Note B-4 Rate,


 






    15 


    	 



    

 


the Note B-5 Rate, the Note B-6
Rate, the Note B-7 Rate, the Note B-8 Rate, the Note B-9 Rate and the Note B-10 Rate.


 


“Mortgage Loan
Schedule” shall mean the Schedule attached hereto as Exhibit A.


 


“Net Note A-1
Rate” shall mean the Note A-1 Rate minus the Servicing Fee Rate applicable to Note A-1.


 


“Net Note A-2
Rate” shall mean the Note A-2 Rate minus the Servicing Fee Rate applicable to Note A-2.


 


“Net Note A-3
Rate” shall mean the Note A-3 Rate minus the Servicing Fee Rate applicable to Note A-3.


 


“Net Note A-4
Rate” shall mean the Note A-4 Rate minus the Servicing Fee Rate applicable to Note A-4.


 


“Net Note A-5
Rate” shall mean the Note A-5 Rate minus the Servicing Fee Rate applicable to Note A-5.


 


“Net Note A-6
Rate” shall mean the Note A-6 Rate minus the Servicing Fee Rate applicable to Note A-6.


 


“Net Note A-7
Rate” shall mean the Note A-7 Rate minus the Servicing Fee Rate applicable to Note A-7.


 


“Net Note A-8
Rate” shall mean the Note A-8 Rate minus the Servicing Fee Rate applicable to Note A-8.


 


“Net Note A-9
Rate” shall mean the Note A-9 Rate minus the Servicing Fee Rate applicable to Note A-9.


 


“Net Note A-10
Rate” shall mean the Note A-10 Rate minus the Servicing Fee Rate applicable to Note A-10.


 


“Net Note B-1
Rate” shall mean the Note B-1 Rate minus the Servicing Fee Rate applicable to Note B-1.


 


“Net Note B-2
Rate” shall mean the Note B-2 Rate minus the Servicing Fee Rate applicable to Note B-2.


 


“Net Note B-3
Rate” shall mean the Note B-3 Rate minus the Servicing Fee Rate applicable to Note B-3.


 


“Net Note B-4
Rate” shall mean the Note B-4 Rate minus the Servicing Fee Rate applicable to Note B-4.


 


“Net Note B-5
Rate” shall mean the Note B-5 Rate minus the Servicing Fee Rate applicable to Note B-5.


 






    16 


    	 



    

 


“Net Note B-6
Rate” shall mean the Note B-6 Rate minus the Servicing Fee Rate applicable to Note B-6.


 


“Net Note B-7
Rate” shall mean the Note B-7 Rate minus the Servicing Fee Rate applicable to Note B-7.


 


“Net Note B-8
Rate” shall mean the Note B-8 Rate minus the Servicing Fee Rate applicable to Note B-8.


 


“Net Note B-9
Rate” shall mean the Note B-9 Rate minus the Servicing Fee Rate applicable to Note B-9.


 


“Net Note B-10
Rate” shall mean the Note B-10 Rate minus the Servicing Fee Rate applicable to Note B-10


 


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


 


“Non-Controlling
Note” shall mean each of Note A-1 (solely during such time as the holder of greater than 50% of the aggregate Principal
Balance of the Junior Notes is the Controlling Noteholder), Note A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7, Note A-8,
Note A-9 and Note A-10 or any New Note(s) issued in respect thereof.


 


“Non-Controlling
Noteholder” means each holder of a Non-Controlling Note; provided that, at any time a Non-Controlling Note is
included in a Securitization, the consultation and other rights of a “Non-Controlling Noteholder” herein may be exercised
by the directing certificateholder under the applicable Pooling and Servicing Agreement or any other party assigned the rights
to exercise the rights of a “Non-Controlling Noteholder” hereunder, as and to the extent provided in the applicable
Pooling and Servicing Agreement and as to the identity of which the Master Servicer and the Special Servicer has been given written
notice.


 


“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 Note A-1 Holder, the
Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder, the Note
A-8 Holder, the Note A-9 Holder and the Note A-10 Holder to make such payments free of any obligation or liability for withholding.


 






    17 


    	 



    

 


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


 


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


 


“Non-Lead Securitization
Note” shall mean (x) prior to the CFCRE 2016-C6 Securitization Date, each Senior Note other than the first Note or portion
thereof contributed to a Securitization, and (y) after the CFCRE 2016-C6 Securitization Date, each of Note A-2, Note A-3, Note
A-4, Note A-5, Note A-7, Note A-8, Note A-9 and Note A-10, as applicable.


 


“Non-Lead Securitization
Noteholder” shall mean (x) prior to the CFCRE 2016-C6 Securitization Date, the Noteholder of each Note other than the
Noteholder of the first Note or portion thereof contributed to a Securitization, and (y) after the CFCRE 2016-C6 Securitization
Date, each of the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-7 Holder, the Note
A-8 Holder, the Note A-9 Holder or the Note A-10 Holder, as applicable.


 


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


 


“Non-Lead Servicer”
shall mean the Non-Lead Master Servicer or Non-Lead Special Servicer, as applicable.


 


“Non-Lead Servicing
Agreement” shall mean the Pooling and Servicing Agreement entered into in connection with the Securitization of a Non-Lead
Securitization Note.


 


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


 


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


 


“Non-Monetary
Default” shall have the meaning assigned to such term in Section 11(d).


 


“Non-Monetary
Default Cure Period” shall have the meaning assigned to such term in Section 11(d).


 


“Non-Monetary
Default Notice” shall have the meaning assigned to such term in Section 11(d).


 


“Nonrecoverable
Servicing Advance” shall have the meaning assigned to such term (or equivalent term) in the Servicing Agreement.


 


“Note”
shall mean any of Note A-1, Note A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7, Note A-8, Note A-9, Note A-10, Note B-1,
Note B-2, Note B-3 and Note B-4, Note B-5, Note B-6, Note B-7, Note B-8, Note B-9 and Note B-10, as applicable.


 






    18 


    	 



    

 


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


 


“Note A-1 Holder”
shall mean the Initial Note A-1 Holder, or any subsequent holder of Note A-1, together with its successors and assigns.


 


“Note A-1 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note A-1 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal
Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal
Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note B-1 Principal
Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance, the Note B-5 Principal
Balance, the Note B-6 Principal Balance, the Note B-7 Principal Balance, the Note B-8 Principal Balance, the Note B-9 Principal
Balance and the Note B-10 Principal Balance.


 


“Note A-1 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-1 Balance set
forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-1 Holder or reductions in such
amount pursuant to Sections 3, 4 or 5, as applicable.


 


“Note A-1 Rate”
shall mean the Note A-1 Rate set forth on the Mortgage Loan Schedule.


 


“Note A-1 Relative
Spread” shall mean the ratio of the Note A-1 Rate to the Mortgage Loan Rate.


 


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


 


“Note A-2 Holder”
shall mean the Initial Note A-2 Holder, or any subsequent holder of Note A-2, together with its successors and assigns.


 


“Note A-2 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note A-2 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal
Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal
Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note B-1 Principal
Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance, the Note B-5 Principal
Balance, the Note B-6 Principal Balance, the Note B-7 Principal Balance, the Note B-8 Principal Balance, the Note B-9 Principal
Balance and the Note B-10 Principal Balance.


 


“Note A-2 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-2 Balance set
forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-2 Holder or reductions in such
amount pursuant to Sections 3, 4 or 5, as applicable.


 


“Note A-2 Rate”
shall mean the Note A-2 Rate set forth on the Mortgage Loan Schedule.


 






    19 


    	 



    

 


“Note A-2 Relative
Spread” shall mean the ratio of the Note A-2 Rate to the Mortgage Loan Rate.


 


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


 


“Note A-3 Holder”
shall mean the Initial Note A-3 Holder, or any subsequent holder of Note A-3, together with its successors and assigns.


 


“Note A-3 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note A-3 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal
Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal
Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note B-1 Principal
Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance, the Note B-5 Principal
Balance, the Note B-6 Principal Balance, the Note B-7 Principal Balance, the Note B-8 Principal Balance, the Note B-9 Principal
Balance and the Note B-10 Principal Balance.


 


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


 


“Note A-3 Rate”
shall mean the Note A-3 Rate set forth on the Mortgage Loan Schedule.


 


“Note A-3 Relative
Spread” shall mean the ratio of the Note A-3 Rate to the Mortgage Loan Rate.


 


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


 


“Note A-4 Holder”
shall mean the Initial Note A-4 Holder, or any subsequent holder of Note A-4, together with its successors and assigns.


 


“Note A-4 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note A-4 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal
Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal
Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note B-1 Principal
Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance, the Note B-5 Principal
Balance, the Note B-6 Principal Balance, the Note B-7 Principal Balance, the Note B-8 Principal Balance, the Note B-9 Principal
Balance and the Note B-10 Principal Balance.


 


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


 






    20 


    	 



    

 


“Note A-4 Rate”
shall mean the Note A-4 Rate set forth on the Mortgage Loan Schedule.


 


“Note A-4 Relative
Spread” shall mean the ratio of the Note A-4 Rate to the Mortgage Loan Rate.


 


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


 


“Note A-5 Holder”
shall mean the Initial Note A-5 Holder, or any subsequent holder of Note A-5, together with its successors and assigns.


 


“Note A-5 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note A-5 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal
Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal
Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note B-1 Principal
Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance, the Note B-5 Principal
Balance, the Note B-6 Principal Balance, the Note B-7 Principal Balance, the Note B-8 Principal Balance, the Note B-9 Principal
Balance and the Note B-10 Principal Balance.


 


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


 


“Note A-5 Rate”
shall mean the Note A-5 Rate set forth on the Mortgage Loan Schedule.


 


“Note A-5 Relative
Spread” shall mean the ratio of the Note A-5 Rate to the Mortgage Loan Rate.


 


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


 


“Note A-6 Holder”
shall mean the Initial Note A-6 Holder, or any subsequent holder of Note A-6, together with its successors and assigns.


 


“Note A-6 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note A-6 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal
Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal
Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note B-1 Principal
Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance, the Note B-5 Principal
Balance, the Note B-6 Principal Balance, the Note B-7 Principal Balance, the Note B-8 Principal Balance, the Note B-9 Principal
Balance and the Note B-10 Principal Balance.


 






    21 


    	 



    

 


“Note A-6 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-6 Balance set
forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-6 Holder or reductions in such
amount pursuant to Sections 3, 4 or 5, as applicable.


 


“Note A-6 Rate”
shall mean the Note A-6 Rate set forth on the Mortgage Loan Schedule.


 


“Note A-6 Relative
Spread” shall mean the ratio of the Note A-6 Rate to the Mortgage Loan Rate.


 


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


 


“Note A-7 Holder”
shall mean the Initial Note A-7 Holder, or any subsequent holder of Note A-7, together with its successors and assigns.


 


“Note A-7 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note A-7 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal
Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal
Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note B-1 Principal
Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance, the Note B-5 Principal
Balance, the Note B-6 Principal Balance, the Note B-7 Principal Balance, the Note B-8 Principal Balance, the Note B-9 Principal
Balance and the Note B-10 Principal Balance.


 


“Note A-7 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-7 Balance set
forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-7 Holder or reductions in such
amount pursuant to Sections 3, 4 or 5, as applicable.


 


“Note A-7 Rate”
shall mean the Note A-7 Rate set forth on the Mortgage Loan Schedule.


 


“Note A-7 Relative
Spread” shall mean the ratio of the Note A-7 Rate to the Mortgage Loan Rate.


 


“Note A-8”
shall have the meaning assigned to such term in the recitals.


 


“Note A-8 Holder”
shall mean the Initial Note A-8 Holder, or any subsequent holder of Note A-8, together with its successors and assigns.


 


“Note A-8 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note A-8 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal
Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal
Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note B-1 Principal
Balance, the Note B-2






    22 


    	 



    

 


Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance, the Note B-5 Principal
Balance, the Note B-6 Principal Balance, the Note B-7 Principal Balance, the Note B-8 Principal Balance, the Note B-9 Principal
Balance and the Note B-10 Principal Balance.


 


“Note A-8 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-8 Balance set
forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-8 Holder or reductions in such
amount pursuant to Sections 3, 4 or 5, as applicable.


 


“Note A-8 Rate”
shall mean the Note A-8 Rate set forth on the Mortgage Loan Schedule.


 


“Note A-8 Relative
Spread” shall mean the ratio of the Note A-8 Rate to the Mortgage Loan Rate.


 


“Note A-9”
shall have the meaning assigned to such term in the recitals.


 


“Note A-9 Holder”
shall mean the Initial Note A-9 Holder, or any subsequent holder of Note A-9, together with its successors and assigns.


 


“Note A-9 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note A-9 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal
Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal
Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note B-1 Principal
Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance, the Note B-5 Principal
Balance, the Note B-6 Principal Balance, the Note B-7 Principal Balance, the Note B-8 Principal Balance, the Note B-9 Principal
Balance and the Note B-10 Principal Balance.


 


“Note A-9 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-9 Balance set
forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-9 Holder or reductions in such
amount pursuant to Sections 3, 4 or 5, as applicable.


 


“Note A-9 Rate”
shall mean the Note A-9 Rate set forth on the Mortgage Loan Schedule.


 


“Note A-9 Relative
Spread” shall mean the ratio of the Note A-9 Rate to the Mortgage Loan Rate.


 


“Note A-10”
shall have the meaning assigned to such term in the recitals.


 


“Note A-10 Holder”
shall mean the Initial Note A-10 Holder, or any subsequent holder of Note A-10, together with its successors and assigns.


 


“Note A-10 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note A-10 Principal Balance
and the denominator of which is the


 






    23 


    	 



    

 


sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal
Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal
Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note B-1 Principal
Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance, the Note B-5 Principal
Balance, the Note B-6 Principal Balance, the Note B-7 Principal Balance, the Note B-8 Principal Balance, the Note B-9 Principal
Balance and the Note B-10 Principal Balance.


 


“Note A-10 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-10 Balance set
forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-10 Holder or reductions in such
amount pursuant to Sections 3, 4 or 5, as applicable.


 


“Note A-10 Rate”
shall mean the Note A-10 Rate set forth on the Mortgage Loan Schedule.


 


“Note A-10 Relative
Spread” shall mean the ratio of the Note A-10 Rate to the Mortgage Loan Rate.


 


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


 


“Note B-1 Holder”
shall mean the Initial Note B-1 Holder, and its successors in interest, or any subsequent holder of Note B-1.


 


“Note B-1 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note B-1 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal
Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal
Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note B-1 Principal
Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance, the Note B-5 Principal
Balance, the Note B-6 Principal Balance, the Note B-7 Principal Balance, the Note B-8 Principal Balance, the Note B-9 Principal
Balance and the Note B-10 Principal Balance.


 


“Note B-1 Principal
Balance” shall mean, at any time of determination, the Initial Note B-1 Principal Balance set forth on the Mortgage Loan
Schedule, less any payments of principal thereon or reductions in such amount pursuant to Section 3, 4 or 5,
as applicable.


 


“Note B-1 Rate”
shall mean the Note B-1 Rate set forth on the Mortgage Loan Schedule.


 


“Note B-1 Relative
Spread” shall mean the ratio of the Note B-1 Rate to the Mortgage Loan Rate.


 


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


 


“Note B-2 Holder”
shall mean the Initial Note B-2 Holder, and its successors in interest, or any subsequent holder of Note B-2.


 


 






    24 


    	 



    

 


“Note B-2 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note B-2 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal
Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal
Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note B-1 Principal
Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance, the Note B-5 Principal
Balance, the Note B-6 Principal Balance, the Note B-7 Principal Balance, the Note B-8 Principal Balance, the Note B-9 Principal
Balance and the Note B-10 Principal Balance.


 


“Note B-2 Rate”
shall mean the Note B-2 Rate set forth on the Mortgage Loan Schedule.


 


“Note B-2 Relative
Spread” shall mean the ratio of the Note B-2 Rate to the Mortgage Loan Rate.


 


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


 


“Note B-3 Holder”
shall mean the Initial Note B-3 Holder, and its successors in interest, or any subsequent holder of Note B-3.


 


“Note B-3 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note B-3 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal
Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal
Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note B-1 Principal
Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance, the Note B-5 Principal
Balance, the Note B-6 Principal Balance, the Note B-7 Principal Balance, the Note B-8 Principal Balance, the Note B-9 Principal
Balance and the Note B-10 Principal Balance.


 


“Note B-3 Rate”
shall mean the Note B-3 Rate set forth on the Mortgage Loan Schedule.


 


“Note B-3 Relative
Spread” shall mean the ratio of the Note B-3 Rate to the Mortgage Loan Rate.


 


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


 


“Note B-4 Holder”
shall mean the Initial Note B-4 Holder, and its successors in interest, or any subsequent holder of Note B-4.


 


“Note B-4 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note B-4 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal
Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal
Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note B-1 Principal
Balance, the Note B-2






    25 


    	 



    

 


Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance, the Note B-5 Principal
Balance, the Note B-6 Principal Balance, the Note B-7 Principal Balance, the Note B-8 Principal Balance, the Note B-9 Principal
Balance and the Note B-10 Principal Balance.


 


“Note B-4 Rate”
shall mean the Note B-4 Rate set forth on the Mortgage Loan Schedule.


 


“Note B-4 Relative
Spread” shall mean the ratio of the Note B-4 Rate to the Mortgage Loan Rate.


 


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


 


“Note B-5 Holder”
shall mean the Initial Note B-5 Holder, and its successors in interest, or any subsequent holder of Note B-5.


 


“Note B-5 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note B-5 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal
Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal
Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note B-1 Principal
Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance, the Note B-5 Principal
Balance, the Note B-6 Principal Balance, the Note B-7 Principal Balance, the Note B-8 Principal Balance, the Note B-9 Principal
Balance and the Note B-10 Principal Balance.


 


“Note B-5 Rate”
shall mean the Note B-5 Rate set forth on the Mortgage Loan Schedule.


 


“Note B-5 Relative
Spread” shall mean the ratio of the Note B-5 Rate to the Mortgage Loan Rate.


 


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


 


“Note B-6 Holder”
shall mean the Initial Note B-6 Holder, and its successors in interest, or any subsequent holder of Note B-6.


 


“Note B-6 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note B-6 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal
Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal
Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note B-1 Principal
Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance, the Note B-5 Principal
Balance, the Note B-6 Principal Balance, the Note B-7 Principal Balance, the Note B-8 Principal Balance, the Note B-9 Principal
Balance and the Note B-10 Principal Balance.


 


“Note B-6 Rate”
shall mean the Note B-6 Rate set forth on the Mortgage Loan Schedule.


 






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“Note B-6 Relative
Spread” shall mean the ratio of the Note B-6 Rate to the Mortgage Loan Rate.


 


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


 


“Note B-7 Holder”
shall mean the Initial Note B-7 Holder, and its successors in interest, or any subsequent holder of Note B-7.


 


“Note B-7 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note B-7 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal
Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal
Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note B-1 Principal
Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance, the Note B-5 Principal
Balance, the Note B-6 Principal Balance, the Note B-7 Principal Balance, the Note B-8 Principal Balance, the Note B-9 Principal
Balance and the Note B-10 Principal Balance.


 


“Note B-7 Rate”
shall mean the Note B-7 Rate set forth on the Mortgage Loan Schedule.


 


“Note B-7 Relative
Spread” shall mean the ratio of the Note B-7 Rate to the Mortgage Loan Rate.


 


“Note B-8”
shall have the meaning assigned to such term in the recitals.


 


“Note B-8 Holder”
shall mean the Initial Note B-8 Holder, and its successors in interest, or any subsequent holder of Note B-8.


 


“Note B-8 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note B-8 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal
Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal
Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note B-1 Principal
Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance, the Note B-5 Principal
Balance, the Note B-6 Principal Balance, the Note B-7 Principal Balance, the Note B-8 Principal Balance, the Note B-9 Principal
Balance and the Note B-10 Principal Balance.


 


“Note B-8 Rate”
shall mean the Note B-8 Rate set forth on the Mortgage Loan Schedule.


 


“Note B-8 Relative
Spread” shall mean the ratio of the Note B-8 Rate to the Mortgage Loan Rate.


 


“Note B-9”
shall have the meaning assigned to such term in the recitals.


 






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“Note B-9 Holder”
shall mean the Initial Note B-9 Holder, and its successors in interest, or any subsequent holder of Note B-9.


 


“Note B-9 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note B-9 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal
Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal
Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note B-1 Principal
Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance, the Note B-5 Principal
Balance, the Note B-6 Principal Balance, the Note B-7 Principal Balance, the Note B-8 Principal Balance, the Note B-9 Principal
Balance and the Note B-10 Principal Balance.


 


“Note B-9 Rate”
shall mean the Note B-9 Rate set forth on the Mortgage Loan Schedule.


 


“Note B-9 Relative
Spread” shall mean the ratio of the Note B-9 Rate to the Mortgage Loan Rate.


 


“Note B-10”
shall have the meaning assigned to such term in the recitals.


 


“Note B-10 Holder”
shall mean the Initial Note B-10 Holder, and its successors in interest, or any subsequent holder of Note B-10.


 


“Note B-10 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note B-10 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal
Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal
Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note B-1 Principal
Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance, the Note B-5 Principal
Balance, the Note B-6 Principal Balance, the Note B-7 Principal Balance, the Note B-8 Principal Balance, the Note B-9 Principal
Balance and the Note B-10 Principal Balance.


 


“Note B-10 Rate”
shall mean the Note B-10 Rate set forth on the Mortgage Loan Schedule.


 


“Note B-10 Relative
Spread” shall mean the ratio of the Note B-10 Rate to the Mortgage Loan Rate.


 


“Note Default
Interest Spread” shall mean a rate per annum equal to the lesser of (i) the rate that, when added to the weighted average
of the Note Rates equals the maximum rate permitted by applicable law, or (ii) four percent (4%).


 


“Note Pledgee”
shall have the meaning assigned to such term in Section 19(e).


 


“Note Rate”
shall mean any of the Note A-1 Rate, the Note A-2 Rate, the Note A-3 Rate, the Note A-4 Rate, the Note A-5 Rate, the Note A-6 Rate,
the Note A-7 Rate, the Note


 






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A-8 Rate, the Note A-9 Rate, the Note A-10 Rate, the Note B-1 Rate, the Note B-2 Rate, the Note B-3
Rate, the Note B-4 Rate, the Note B-5 Rate, the Note B-6 Rate, the Note B-7 Rate, the Note B-9 Rate or the Note B-10 Rate, as applicable.


 


“Note Register”
shall have the meaning assigned to such term in Section 21.


 


“Noteholder”
shall mean any of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the
Note A-6 Holder, the Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder, the Note A-10 Holder, the Note B-1 Holder, the
Note B-2 Holder, the Note B-3 Holder, the Note B-4 Holder, Note B-5 Holder, Note B-6, Note B-7 Holder, Note B-8 Holder, Note B-9
Holder and Note B-10 Holder, as applicable.


 


“Noteholder
Purchase Notice” has the meaning assigned to such term in Section 12.


 


“Operating Advisor”
shall have the meaning assigned to such term in the Servicing Agreement.


 


“P&I Advance”
shall mean an advance made by (a) a party to the Servicing Agreement in respect of a delinquent monthly debt service payment on
the Lead Securitization Note or (b) a party to any Non-Lead 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 the Note A-1 Holder, the Note A-1 Percentage Interest, with respect to the Note
A-2 Holder, the Note A-2 Percentage Interest, with respect to the Note A-3 Holder, the Note A-3 Percentage Interest, with respect
to the Note A-4 Holder, the Note A-4 Percentage Interest, with respect to the Note A-5 Holder, the Note A-5 Percentage Interest,
with respect to the Note A-6 Holder, the Note A-6 Percentage Interest, with respect to the Note A-7 Holder, the Note A-7 Percentage
Interest, with respect to the Note A-8 Holder, the Note A-8 Percentage Interest, with respect to the Note A-9 Holder, the Note
A-9 Percentage Interest, with respect to the Note A-10 Holder, the Note A-10 Percentage Interest, with respect to the Note B-1
Holder, the Note B-1 Percentage Interest, with respect to the Note B-2 Holder, the Note B-2 Percentage Interest, with respect to
the Note B-3 Holder, the Note B-3 Percentage Interest, with respect to the Note B-4 Holder, the Note B-4 Percentage Interest, with
respect to the Note B-5 Holder, the Note B-5 Percentage Interest, with respect to the Note B-6 Holder, the Note B-6 Percentage
Interest, with respect to the Note B-7 Holder, the Note B-7 Percentage Interest, with respect to the Note B-8 Holder, the Note
B-8 Percentage Interest, with respect to the Note B-9 Holder, the Note B-9 Percentage Interest and with respect to the Note B-10
Holder, the Note B-10 Percentage Interest, as each may be adjusted from time to time.


 


“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 $500,000,000
and (iii) not subject to a proceeding relating to the bankruptcy, insolvency, reorganization or relief of debtors.


 






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“Person”
shall have the meaning assigned to such term in the Servicing Agreement.


 


“Pledge”
shall have the meaning assigned to such term in Section 19(e).


 


“Pooling and
Servicing Agreement” shall mean a “pooling and servicing agreement”, “trust and servicing agreement”
or similar agreement entered into in connection with a Securitization of a Note.


 


“Prepayment
Premium” shall mean, with respect to the Mortgage Loan, any prepayment premium, spread maintenance premium, yield maintenance
premium or similar fee required to be paid in connection with a prepayment of the Mortgage Loan pursuant to the Mortgage Loan Documents,
including any exit fee.


 


“Principal Balance”
shall mean any of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4
Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8
Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note B-1 Principal Balance, the Note B-2
Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance, the Note B-5 Principal Balance, the Note B-6
Principal Balance, the Note B-7 Principal Balance, the Note B-8 Principal Balance, the Note B-9 Principal Balance and the Note
B-10, as applicable.


 


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


 


“Qualified Institutional
Lender” shall mean each of the Initial Noteholders, Teachers Insurance and Annuity Association of America and any other
U.S. Person that is:


 


(a)          an entity Controlled by, under common Control with or Controlling any of the Initial Senior Noteholders or the Initial Junior
Noteholders or their respective Affiliates, or


 


(b)         one or more of the following:


 


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


 


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


 






    30 


    	 



    

 


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


 


(iii)        a Qualified Trustee (or in the case of a CLO, a single purpose bankruptcy remote entity which contemporaneously assigns
or pledges its Note, or a participation interest therein (or any portion thereof) to a Qualified Trustee) in connection with (a)
a securitization of, (b) the creation of collateralized loan obligations (“CLO”) secured by, or (c) a financing
through an “owner trust” of, any or all of a Note (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 which assigned a rating to one or more classes of securities issued in connection with such
securitization; (2) the special servicer of such Securitization Vehicle has a Required Special Servicer Rating (such entity, an
“Approved Servicer”) and such Approved Servicer is required to service and administer such Note 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 CLO, the CLO Asset Manager and, if applicable, each Intervening Trust Vehicle that
is not administered and managed by a CLO Asset Manager which is a Qualified Institutional Lender, are each a Qualified Institutional
Lender under clauses (i), (ii), (iii), (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 $200,000,000, in which (A) any Noteholder, as applicable, (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 (b)(i), (ii), (iii)(a), (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 to commercial real estate or owning
or operating commercial real estate properties; provided that, in the case of the entity described in clause (iv) (B) above, the


 






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requirements of this clause (y) may be satisfied by a general partner, managing member, or the fund manager responsible for the
day-to-day management and operation of such entity, or


 


(c)           any entity Controlled by any of the entities described in clause (b) above or approved by the Rating Agencies hereunder
as a Qualified Institutional Lender for purposes of this Agreement.


 


“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 $100,000,000 and subject to supervision or examination by
federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or (iii) an institution whose
long-term senior unsecured debt is rated either of the then in effect top two rating categories of each of the applicable Rating
Agencies.


 


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


 


“Rating Agency
Confirmation” shall have the meaning given thereto or any analogous term in the Servicing Agreement or Non-Lead Securitization
Agreement, as applicable, including any deemed or waived Rating Agency Confirmation.


 


“Recovered Costs”
shall mean any amounts referred to in clauses (d) and/or (e) of the definition of “Defaulted Mortgage Loan Purchase Price”
that, at the time of determination, had been previously paid or reimbursed to any Servicer from sources other than collections
on or in respect of the Mortgage Loan or the Mortgaged Property (including, without limitation, from collections on or in respect
of loans other than the Mortgage Loan).


 


“Redirection
Notice” shall have the meaning assigned to such term in Section 19(e).


 


“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 and are in effect from time to time, but only to the extent compliance is required as of the applicable
date of determination, and subject to such clarification and interpretation as have been provided by the SEC or by the staff of
the SEC, or as may be provided by the SEC or its staff from time to time.


 






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“Relative Spread”
shall mean the Note A-1 Relative Spread, the Note A-2 Relative Spread, the Note A-3 Relative Spread, the Note A-4 Relative Spread,
the Note A-5 Relative Spread, the Note A-6 Relative Spread, the Note A-7 Relative Spread, the Note A-8 Relative Spread, the Note
A-9 Relative Spread, the Note A-10 Relative Spread, the Note B-1 Relative Spread, the Note B-2 Relative Spread, the Note B-3 Relative
Spread, the Note B-4 Relative Spread, the Note B-5 Relative Spread, the Note B-6 Relative Spread, the Note B-7 Relative Spread,
the Note B-8 Relative Spread, the Note B-9 Relative Spread or the Note B-10 Relative Spread, as the context may require.


 


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


 


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


 


“Required Special
Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”,
(ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage
Special Servicer, (iii) in the case of Moody’s, within the twelve (12) month period prior to the date of determination,
such special servicer has acted as special servicer for one or more loans included in a commercial mortgage loan securitization
that was rated by Moody’s 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 CMBS transactions rated by any of S&P, Moody’s, Fitch, DBRS or KBRA and the trustee
does not have actual knowledge that Morningstar has, and the replacement special servicer certifies that Morningstar has not, with
respect to any such other CMBS transaction, qualified, downgraded or withdrawn its rating or ratings on one or more classes of
such CMBS transaction citing servicing concerns of the applicable replacement as the sole or material factor in such rating action,
(v) in the case of KBRA, KBRA has not cited servicing concerns of such special servicer as the sole or material factor in any qualification,
downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal)
of securities in a transaction serviced by such special servicer prior to the time of determination and (vi) in the case of DBRS,
such special servicer is currently acting as special servicer for one or more loans included in a commercial mortgage loan securitization
that was 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.


 






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“REO Property”
shall have the meaning assigned to such term in the Servicing Agreement.


 


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


 


“SEC”
shall mean the Securities and Exchange Commission.


 


“Securitization”
shall mean one or more sales by any Senior Noteholder of all or a portion of its respective 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 effective date on which the Securitization of the first Note or portion thereof is consummated.


 


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization pursuant to which any Senior Note is held.


 


“Senior Note
Percentage Interest” shall mean a shall mean a fraction, expressed as a percentage, the numerator of which is the sum
of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance,
the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance,
the Note A-9 Principal Balance and the Note A-10 Principal Balance and the denominator of which is the sum of the Note A-1 Principal
Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal
Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance, the Note A-9 Principal
Balance, the Note A-10 Principal Balance, the Note B-1 Principal Balance, the Note B-2 Principal Balance, the Note B-3 Principal
Balance, the Note B-4 Principal Balance, the Note B-5 Principal Balance, the Note B-6 Principal Balance, the Note B-7 Principal
Balance, the Note B-8 Principal Balance, the Note B-9 Principal Balance and the Note B-10 Principal Balance.


 


“Senior Noteholders”
shall mean, collectively, the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder,
the Note A-6 Holder, the Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder and the Note A-10 Holder.


 


“Senior Notes”
shall mean, collectively, the Note A-1, the Note A-2, the Note A-3, the Note A-4, the Note A-5, the Note A-6, the Note A-7, the
Note A-8, the Note A-9 and the Note A-10.


 


“Sequential
Pay Event” shall mean any Event of Default with respect to an obligation to pay money due under the Mortgage Loan, any
other Event of Default for which the Mortgage Loan is actually accelerated or any other Event of Default which causes the Mortgage
Loan to become a Specially Serviced Mortgage Loan, or any bankruptcy or insolvency event that constitutes an Event of Default;
provided, however, that unless the Servicer under the Servicing Agreement has notice or knowledge of such event at
least ten (10) Business Days prior to the applicable distribution date, distributions will be made sequentially beginning on the
subsequent distribution date; provided, further, that the aforementioned requirement of notice or knowledge will
not apply in the case of distribution of the final proceeds of a liquidation or final disposition


 






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of the Mortgage Loan. A Sequential
Pay Event shall no longer exist if (1) it has been cured, or (2) any Junior Noteholder is exercising its cure rights under Section
11.


 


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


 


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


 


“Servicing Advance”
shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used in the Servicing Agreement
or Non-Lead Servicing Agreement, as applicable.


 


“Servicing Agreement”
shall mean, with respect to the Mortgage Loan, (i) prior to the Securitization Date, the Interim Servicing Agreement, (ii) during
the period from and after the Securitization Date and prior to the CFCRE 2016-C6 Securitization Date, the related pooling and servicing
agreement for the Securitization of the first Note or portion thereof, and, (iii) from and after the CFCRE 2016-C6 Securitization
Date, the pooling and servicing agreement to be entered into in connection with the Securitization of Note A-1 and Note A-6 (the
“Securitization Servicing Agreement”) and issuance of the CFCRE 2016-C6 Mortgage Trust Commercial Mortgage Pass-Through
Certificates Series 2016-C6, by and among (a) the Depositor, (b) the Master Servicer, (c) the Special Servicer, (d) the
Certificate Administrator, (e) the Trustee, (f) the Operating Advisor and (g) the Asset Representations Reviewer, and any other
additional Persons that may be party to such pooling and servicing agreement. The Servicing Standard in the Servicing Agreement
shall require, among other things, that each Servicer, in servicing the Mortgage Loan, must take into account the interests of
each Noteholder (taking into account that the Junior Notes are subordinate to the Senior Notes, in each case subject to the terms
of this Agreement).


 


“Servicing Fee
Rate” shall have the meaning assigned to such term in the Servicing Agreement; provided that no Servicing Fee
shall be allocated to the Junior Notes.


 


“Servicing Standard”
shall have the meaning assigned to such term in the Servicing Agreement.


 


“Servicing Transfer
Event” shall have the meaning assigned to such term in the Servicing Agreement.


 


“Special Servicer”
shall have the meaning assigned to such term in the Servicing Agreement.


 


“Specially Serviced
Mortgage Loan” shall have the meaning assigned to the term “Specially Serviced Loan” or such other analogous
term used in the Servicing Agreement.


 






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“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.


 


“Threshold Event
Collateral” shall have the meaning assigned to such term in Section 5(g).


 


“Threshold Event
Cure” shall have the meaning assigned to such term in Section 5(g).


 


“Transfer”
shall mean any sale, assignment, transfer, pledge, syndication, participation, hypothecation, contribution, encumbrance or other
disposition (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 19(e)).


 


“Trustee”
shall mean the bank or trust company as may be selected by the Depositor and approved by the Rating Agencies to act as trustee
or certificate administrator, as applicable, for the Lead Securitization.


 


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


 


“Workout”
shall mean any written modification, waiver, amendment, restructuring or workout of the Mortgage Loan or the Note entered into
with the Mortgage Loan Borrower in accordance with the Servicing Agreement.


 


Section 2.          Servicing.


 


(a) Each Noteholder
acknowledges and agrees that, as further provided in Section 5 of this this Agreement, the Mortgage Loan shall be
serviced pursuant to the Servicing Agreement. Each Noteholder acknowledges that each other Noteholder may elect, in its sole
discretion, to include its Note in a Securitization and agrees that it will, subject to Section 24, reasonably
cooperate with a securitizing Noteholder at the securitizing Noteholder’s expense, to effect such Securitization.
Subject to the terms and conditions of this Agreement, each Noteholder hereby irrevocably and unconditionally consents to the
appointment of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the
Certificate Administrator and the Trustee under the 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 this Agreement and the Servicing Agreement. Each Noteholder hereby irrevocably appoints the Master Servicer, the Special
Servicer and the Trustee in the Securitization as such Noteholder’s attorney-in-fact to sign any


 






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documents reasonably required with respect to the administration and servicing
of the Mortgage Loan on its behalf under the Securitization Servicing Agreement (subject at all times to the rights of the Noteholder
set forth herein and in the Servicing Agreement). In no event shall the Servicing Agreement require the Servicer to enforce the
rights of any Noteholder against another Noteholder or limit the Servicer in enforcing the rights of one Noteholder against the
other Noteholder; however, this statement shall not be construed to otherwise limit the rights of one Noteholder with respect to
the other Noteholder.


 


(b) The then
Controlling Noteholder shall be entitled to exercise any notice and consent rights of the “directing holder,”
“directing certificateholder,” “controlling class,” “controlling class representative” or
any analogous class or holder under the Servicing Agreement except to the extent such Noteholder is expressly prohibited from
exercising such rights under the terms of this Agreement in its capacity as the Controlling Noteholder. In no event shall any
Junior Noteholder be entitled to exercise any rights of the “directing holder”, consulting class or any analogous
class or holder under the Securitization Servicing Agreement except to the extent such Junior Noteholder is given such rights
expressly under the terms of this Agreement or the Servicing Agreement in its capacity as the Controlling Noteholder.


 


(c) The Master
Servicer shall be the master servicer of the Mortgage Loan, and from time to time it (or the Trustee, to the extent provided
in the Servicing Agreement) (i) shall be required to make Servicing Advances with respect to the Mortgage Loan, subject to
the terms of the Servicing Agreement and this Agreement, and (ii) may be required to make P&I Advances on the Lead
Securitization Note, if and to the extent provided in the Servicing Agreement and this Agreement. The Master Servicer, the
Special Servicer and the Trustee, as applicable, shall be entitled to reimbursement for a Servicing Advance, first from funds
on deposit in the Collection Account or Companion Distribution Account for the Mortgage Loan that (in any case) represent
amounts received on or in respect of the Mortgage Loan, and then, in the case of Nonrecoverable Servicing Advances, if such
funds on deposit in the Collection Account or Companion Distribution Account with respect to the Mortgage Loan are
insufficient, from general collections of the Lead Securitization as provided in the Servicing Agreement and from each
Non-Lead Securitization Noteholder as provided below. The Master Servicer, the Special Servicer and the Trustee, as
applicable, will be entitled to reimbursement for Advance Interest Amounts on a Servicing Advance or a
Nonrecoverable Servicing Advance, in the manner and from the sources provided in the Servicing Agreement, including from
general collections of the Lead Securitization and, in the case of Servicing Advances, from general collections of each
Non-Lead Securitization as provided herein. To the extent the Master Servicer, the Special Servicer or the Trustee, as
applicable, obtains funds from general collections of the Lead Securitization as a reimbursement for a Nonrecoverable
Servicing Advance or any Advance Interest Amounts on a Servicing Advance or a Nonrecoverable Servicing Advance, each Non-Lead
Securitization Noteholder (including from general collections or any other amounts from any Non-Lead Securitization Trust)
shall be required to, promptly following notice from the Master Servicer, reimburse the Lead Securitization for its pro
rata share of such Nonrecoverable Servicing Advance or Advance Interest Amounts (it being understood that the pro
rata share payable by each Non-Lead Securitization Noteholder under this paragraph would be determined by allocating such
Nonrecoverable Servicing Advance or Advance Interest Amount, as the case may be, first to the Junior Notes and then to the
Senior Notes, in that order).


 






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A 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 applicable Non-Lead Servicing Agreement, the Servicing Agreement and this Agreement. The Master Servicer, the Special Servicer
and the Trustee, as applicable, shall be entitled to make their own recoverability determination with respect to a P&I Advance
to be made on the Lead Securitization Note based on the information that they have on hand and in accordance with the Servicing
Agreement. Each Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Trustee, 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 it has on hand and in accordance with the related Non-Lead Servicing Agreement. The Master Servicer and
the Trustee, as applicable, and each Non-Lead Master Servicer and Non-Lead Trustee, as applicable, shall be required to notify
the others of the amount of its P&I Advance within two (2) Business Days of making such advance. If the Master Servicer, the
Special Servicer or the Trustee, as applicable (with respect to the Lead Securitization Note) or a Non-Lead Master Servicer, Non-Lead
Special Servicer or Non-Lead Trustee, as applicable (with respect to the related 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 P&I
Advance would be non-recoverable or an outstanding P&I Advance is or would be non-recoverable, then the Master Servicer or
the Trustee (as provided in the Servicing Agreement, in the case of a determination of non-recoverability by the Master Servicer,
the Special Servicer or the Trustee) or any Non-Lead Master Servicer or Non-Lead Trustee (as provided in the related Non-Lead Servicing
Agreement, in the case of the a determination of non-recoverability by such Non-Lead Master Servicer, Non-Lead Special Servicer
or Non-Lead Trustee) shall notify the Master Servicer and the Trustee, or any Non-Lead Master Servicer and any Non-Lead Trustee,
as the case may be, of the other Securitizations within two (2) 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, will only be entitled
to reimbursement for a P&I Advance and advance interest thereon that becomes non-recoverable first from the Collection Account
or Companion Distribution Account from amounts allocable to the Note for which such P&I Advance was made, and then, if funds
are insufficient, (i) in the case of the Lead Securitization Note, from general collections of the Lead Securitization Trust, pursuant
to the terms of the Servicing Agreement and (ii) in the case of any Non-Lead Securitization Note, from general collections of the
related Securitization Trust, as and to the extent provided in the related Non-Lead Servicing Agreement.


 


(d)           The Securitization Servicing Agreement shall contain provisions to the effect that:


 


(i)            any
payments received on the Mortgage Loan shall be paid by the Master Servicer to each of the other Noteholders on the Master Servicer
Remittance Date;


 


(ii)           the
Controlling Noteholder shall be entitled to receive, and the Master Servicer and the Special Servicer shall provide, any
information, relating to the Mortgage Loan, the Mortgage Loan Borrower or the Mortgaged Property as such Person may reasonably
request and in the possession of, or collected or known by, the Master


 






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Servicer
or Special Servicer relating to the Mortgage Loan and, in any event, all information that is required to be provided to the “Directing
Certificateholder” or analogous term under the Securitization Servicing Agreement but not limited to standard CREFC®
reports, provided that if an interest in a Junior Note or Junior Noteholder is held by the Mortgage Loan Borrower or a Mortgage
Loan Borrower Related Party, then such Junior Noteholder shall not be entitled to receive the Asset Status Report or any other
information relating to the Special Servicer’s workout strategy or any “Excluded Information” or analogous term
under the Securitization Servicing Agreement;


 


(iii)          each
Noteholder is an intended third party beneficiary in respect of the rights afforded it under the Securitization Servicing Agreement
and may directly enforce such rights;


 


(iv)          the
Securitization Servicing Agreement may not be amended without the consent of the Junior Noteholders if such amendment would materially
and adversely affect the Mortgage Loan or the Junior Noteholder’s rights with respect thereto; and


 


(v)           to
the extent related to the Mortgage Loan, the Master Servicer or the Special Servicer, a Rating Agency Confirmation shall be provided
with respect to the commercial mortgage pass-through certificates issued in connection with each Non-Lead Securitization Trust
to the same extent provided with respect to the commercial mortgage pass-through certificates issued in connection with the Lead
Securitization.


 


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


 


(f) Each
Servicer shall be required pursuant to the Servicing Agreement to service the Mortgage Loan in accordance with the Servicing
Standard, the terms of the Mortgage Loan Documents, the Servicing Agreement, this Agreement and applicable law, shall provide
information to each Non-Lead Servicer to enable such Non-Lead Servicer to perform its servicing duties under the
related Non-Lead Servicing Agreement and shall not take any action or refrain from taking any action or follow any direction
inconsistent with the foregoing.


 


(g) At any time
that the Mortgage Loan is no longer subject to the provisions of the Servicing Agreement, the Noteholders agree to cause the
Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by the Senior Noteholders and the
Junior Noteholders, pursuant to a servicing agreement that has servicing terms substantially similar to the Servicing
Agreement and all references herein to the “Servicing Agreement” shall mean such subsequent servicing agreement; provided, however,
that if any Non-Lead Securitization Note is in a Securitization, then a Rating Agency Confirmation shall have been obtained
from each Rating Agency, provided, further, however, that until a replacement servicing agreement has
been entered into, the Lead Securitization Noteholder shall cause the Mortgage Loan to be serviced pursuant to the provisions
of the Servicing Agreement as if such agreement were still in full force and effect with respect to the Mortgage Loan, by the
Servicer in the Lead Securitization or by any Person appointed by the Lead Securitization Noteholder that is a qualified
servicer meeting the requirements of the Servicing Agreement.


 






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(h) If one or more
Junior Noteholders exercise their purchase option in accordance with Section 12 hereof, upon the Mortgage Loan being
transferred to such Junior Noteholders, the Junior Noteholders shall be entitled to terminate the Servicing Agreement with
respect to the Mortgage Loan in their sole discretion, without payment of any termination fees.


 


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


 


(i)           
the Non-Lead Securitization Noteholder shall be responsible for its pro rata share of any Servicing Advances (and
advance interest thereon) and any additional trust fund expenses, but only to the extent that they relate to servicing and administration
of the Notes and the Mortgaged Property, including without limitation, any unpaid Special Servicing Fees, Liquidation Fees and
Workout Fees relating to the Notes, and that in the event that the funds received with respect to such Non-Lead Securitization
Noteholder’s respective Note are insufficient to cover such pro rata share of any Servicing Advances or additional
trust fund expenses, (A) the Non-Lead Master Servicer will be required to, promptly following notice from the Master Servicer
or the Special Servicer, pay or reimburse the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
or the Lead Securitization Trust, as applicable, out of general funds in the collection account (or equivalent account) established
under the Non-Lead Servicing Agreement for the Non-Lead Securitization Noteholder’s pro rata share of any such Nonrecoverable
Servicing Advances (together with advance interest thereon) and/or additional trust fund expenses (including compensation due
to the Master Servicer and the Special Servicer to the extent related to the servicing and administration of the Mortgage Loan
and the Mortgaged Property), and (B) if the Servicing Agreement permits the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee to reimburse itself from the Lead Securitization Trust’s general account, then the Master Servicer,
the Special Servicer, the Certificate Administrator or the Trustee, as applicable, may do so, and the Non-Lead Master Servicer
will be required to, promptly following notice from the Master Servicer, the Special Servicer or the Trustee, reimburse the Lead
Securitization Trust out of general funds in the collection account (or equivalent account) established under the Non-Lead Servicing
Agreement for the Non-Lead Securitization Noteholder’s pro rata share of any such Nonrecoverable Servicing Advances
(together with advance interest thereon) and/or additional trust fund expenses (including compensation due to the Master Servicer
and the Special Servicer to the extent related to the servicing and administration of the Mortgage Loan and the Mortgaged Property);
provided that it being understood that the pro rata share payable by such Non-Lead Securitization Noteholder under
this paragraph would be determined by allocating such Servicing Advances and/or Nonrecoverable Servicing Advance and/or additional
trust fund expenses (solely to the extent specifically related to the servicing and administration of the Mortgage Loan and Mortgaged
Property and not including compensation due to the Master Servicer and Special Servicer), as the case may be, first to the Junior
Notes and then to the Senior Notes, in that order; provided further that the pro rata  share payable by such Non-Lead
Securitization Noteholder under this paragraph would be determined by allocating additional trust expenses that represent compensation
due to the Master Servicer or Special Servicer to the Senior Notes;


 






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(ii)          
each of the Indemnified Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required
to indemnify each of such Indemnified Parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to
the terms of Servicing Agreement and, in the case of the Lead Securitization Trust, to the extent of any additional trust fund
expenses with respect to the Mortgage Loan) by the Non-Lead Securitization Trust, against any of the Indemnified Items to the
extent of its pro rata share of such Indemnified Items, and to the extent amounts on deposit in the Serviced Whole Loan
Collection Account (as defined in the Servicing Agreement) that are allocated to the Non-Lead Securitization Note are insufficient
for reimbursement of such amounts, the Non-Lead Master Servicer will be required to reimburse each of the applicable Indemnified
Parties for the Non-Lead Securitization Note’s pro rata share of the insufficiency out of general funds in the collection
account (or equivalent account) established under the Non-Lead Servicing Agreement (it being understood that the pro rata
share payable by such Non-Lead Securitization Noteholder under this paragraph would be determined by allocating such Indemnified
Items, first to the Junior Notes and then to the Senior Notes, in that order);


 


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


 


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


 


(j)            [Reserved]


 


(k)           [Reserved]


 


(l) The
Servicing Agreement shall provide that compensating interest payments as defined therein with respect to the Senior Notes
will be allocated by the Master Servicer between each Senior Note, pro rata, in accordance with their respective
principal amounts. The Master Servicer shall remit any compensating interest payment in respect of a Non-Lead Securitization
Note to the related Non-Lead Securitization Noteholder.


 


(m) The Servicing Agreement
shall contain the provisions as set forth in Schedule I to this Agreement.


 


(n) It is expressly understood and agreed that the Servicing Agreement shall not (A) allocate to the Junior Noteholders any
negative impact from other mortgage loans serviced






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pursuant to the Servicing Agreement or from the failure of the trust created
pursuant to the Servicing Agreement to qualify as a REMIC and (B) impose upon the Junior Noteholders any “Additional Trust
Fund Expenses” or other expenses with respect to any other mortgage loan included in the trust administered by the Trustee
(including, without limitation, expenses for the administration or preservation of the trust as a REMIC or any Rating Agency fees
and expenses except for a Rating Agency Confirmation requested by a Junior Noteholder).


 


(o) Each
Non-Lead Securitization Noteholder shall give each of the parties to the Servicing Agreement (that will not also be a party
to the applicable Non-Lead Servicing Agreement) notice (which may be by email) of the Securitization of the related
Note prior to the closing date for such Securitization. Such notice shall contain contact information for each of the parties
to any Non-Lead Servicing Agreement. In addition, after such Securitization, such Noteholders shall send a copy of the
related Non-Lead Servicing Agreement to each of the parties to the Servicing Agreement.


 


Section 3.          Subordination of Junior Notes; Payments Prior to a Sequential Pay Event. The Junior Notes and the right of the Junior
Noteholders to receive payments of interest, principal and other amounts with respect to the applicable Junior Note shall at all
times be junior, subject and subordinate to the Senior Notes and the right of the Senior Noteholders to receive payments of interest,
principal and other amounts with respect to the Senior Notes as set forth herein. If no Sequential Pay Event, as determined by
the applicable Servicer, 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 Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under
any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan, Insurance Proceeds or Condemnation
Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released
to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, 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,
in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on
account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement
and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Asset Representations Reviewer,
Certificate Administrator or Trustee with respect to the Mortgage Loan (including any Penalty Charges) pursuant to the Servicing
Agreement, shall be applied by the Lead Securitization Noteholder (or its designee) and distributed by the Servicer for payment
in the following order of priority without duplication (and payments shall be made on the Master Servicer Remittance Date or at
such other times as are set forth in the Servicing Agreement):


 


(a) first,
ratably to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note
A-6 Holder, the Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder and the Note A-10 Holder in an amount equal to the
accrued and unpaid interest on the Note A-1 Principal Balance at the Net Note A-1 Rate, on the Note A-2 Principal Balance at
the Net Note A-2 Rate, on the Note A-3 Principal Balance at the Net Note A-3 Rate, on the Note A-4 Principal Balance at
the Net Note A-4 Rate, on the Note A-


 



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5 Principal Balance at the Net Note A-5 Rate, on the Note A-6 Principal Balance at the Net Note
A-6 Rate, on the Note A-7 Principal Balance at the Net Note A-7 Rate, on the Note A-8 Principal Balance at the Net Note A-8 Rate,
on the Note A-9 Principal Balance at the Net Note A-9 Rate and on the Note A-10 Principal Balance at the Net Note A-10 Rate, respectively;


 


(b) second, to the
Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the
Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder and the Note A-10 Holder on a Pro Rata and Pari Passu Basis in an
amount equal to the Percentage Interest of the related Senior Note of principal payments received, if any, with respect to
such Monthly Payment Date with respect to the Mortgage Loan, until their Principal Balances have been reduced to zero; provided,
that with respect to any Insurance Proceeds or Condemnation Proceeds payable as principal to the Noteholders pursuant to this
Section 3, 100% of such Insurance Proceeds and Condemnation Proceeds shall be distributed to the Note A-1 Holder, the Note
A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-7 Holder, the Note A-8 Holder, the Note
A-9 Holder and the Note A-10 Holder on a Pro Rata and Pari Passu Basis until their Principal Balances have been reduced to
zero;


 


(c) third, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note
A-6 Holder, the Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder and the Note A-10 Holder on a Pro Rata and Pari Passu
Basis up to the amount of any unreimbursed costs and expenses paid by the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder,
the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder and
the Note A-10 Holder including any Recovered Costs not previously reimbursed to such Noteholder (or paid or advanced by any Servicer
on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing
Agreement;


 


(d) fourth,
to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6
Holder, the Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder and the Note A-10 Holder on a Pro Rata and Pari Passu
Basis in an amount equal to the product of (i) the Percentage Interest of such Note multiplied by (ii) the Note A-1
Relative Spread, the Note A-2 Relative Spread, the Note A-3 Relative Spread, the Note A-4 Relative Spread, the Note A-5
Relative Spread, the Note A-6 Relative Spread, the Note A-7 Relative Spread, the Note A-8 Relative Spread, the Note A-9
Relative Spread or the Note A-10 Relative Spread, as applicable, and (iii) any Prepayment Premium to the extent paid by the
Mortgage Loan Borrower;


 


(e) fifth,
if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the
amounts required to be applied in accordance with the foregoing clauses (a)-(d) and, as a result of a Workout the Note A-1
Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note
A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance, the
Note A-9 Principal Balance and the Note A-10 Principal Balance have been reduced, such excess amount shall be paid to the
Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the
Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder and the Note A-10 Holder, pro


 






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rata, in an amount up to the reduction, if any, of the Note A-1 Principal Balance,
the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance,
the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance
and the Note A-10 Principal Balance as a result of such Workout, plus interest on such amount at the related Net Note A-1 Rate,
the Net Note A-2 Rate, the Net Note A-3 Rate, the Net Note A-4 Rate, the Net Note A-5 Rate, the Net Note A-6 Rate, the Net Note
A-7 Rate, the Net Note A-8 Rate, the Net Note A-9 Rate and the Net Note A-10 Rate, as applicable;


 


(f) sixth,
to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6
Holder, the Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder and the Note A-10 Holder on a pro rata basis
any Penalty Charges;


 


(g) seventh, to the
extent the Junior Noteholders have made any payments or advances to cure defaults pursuant to Section 11, to reimburse
the Junior Noteholders for all such cure payments on a pro rata  basis in accordance with such payments or advances
made;


 


(h) eighth,
ratably, to the Note B-1 Holder, the Note B-2 Holder, the Note B-3 Holder, the Note B-4 Holder, the Note B-5 Holder, the Note
B-6 Holder, the Note B-7 Holder, the Note B-8 Holder, the Note B-9 Holder and the Note B-10 Holder in an amount equal to the
accrued and unpaid interest on the Note B-1 Principal Balance at the Net Note B-1 Rate, Note B-2 Principal Balance at the Net
Note B-2 Rate, Note B-3 Principal Balance at the Net Note B-3 Rate, Note B-4 Principal Balance at the Net Note B-4 Rate,
Note B-5 Principal Balance at the Net Note B-5 Rate, Note B-6 Principal Balance at the Net Note B-6 Rate, Note B-7 Principal
Balance at the Net Note B-7 Rate, Note B-8 Principal Balance at the Net Note B-8 Rate, Note B-9 Principal Balance at the Net
Note B-9 Rate and the Note B-10 Principal Balance at the Net Note B-10 Rate, respectively;


 


(i) ninth,
to the Note B-1 Holder, the Note B-2 Holder, the Note B-3 Holder, the Note B-4 Holder, the Note B-5 Holder, the Note B-6
Holder, the Note B-7 Holder, the Note B-8 Holder, the Note B-9 Holder and the Note B-10 Holder, on a Pro Rata and Pari
Passu Basis in an amount equal to the Percentage Interest of the related Junior Note of principal payments received, if any,
with respect to such Monthly Payment Date with respect to the Mortgage Loan; provided, that with respect to any
Insurance Proceeds or Condemnation Proceeds payable as principal to the Noteholders pursuant to this Section 3, the portion
of such Insurance Proceeds and Condemnation Proceeds remaining after distribution to the Senior Notes pursuant to Section
3(b) above shall be distributed to the Note B-1 Holder, the Note B-2 Holder, the Note B-3 Holder, the Note B-4 Holder, the
Note B-5 Holder, the Note B-6 Holder, the Note B-7 Holder, the Note B-8 Holder, the Note B-9 Holder and the Note B-10 Holder
on a Pro Rata and Pari Passu Basis until their Principal Balances have been reduced to zero;


 


(j) tenth,
on a Pro Rata and Pari Passu Basis, to the Note B-1 Holder, the Note B-2 Holder, the Note B-3 Holder, the Note B-4 Holder,
the Note B-5 Holder, the Note B-6 Holder, the Note B-7 Holder, the Note B-8 Holder, the Note B-9 Holder and the Note
B-10 Holder in an amount equal to the product of (i) the Percentage Interest of such Note multiplied by (ii) the Note B-1
Relative Spread, the Note B-2 Relative Spread, the Note B-3 Relative Spread, the Note B-4 Relative Spread, the Note B-5
Relative Spread, the Note B-6 Relative Spread, the Note B-7


 






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Relative Spread, the Note B-8 Relative Spread, the Note B-9
Relative Spread or the Note B-10 Relative Spread, as applicable, and (iii) any Prepayment Premium to the extent paid by the
Mortgage Loan Borrower;


 


(k) eleventh,
if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts
required to be applied in accordance with the foregoing clauses (a)-(i) and, as a result of a Workout the Principal
Balance of the Junior Notes has been reduced, such excess amount shall be paid to the Junior Noteholders in an amount up to
the reduction, if any, of the Note B-1 Principal Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the
Note B-4 Principal Balance, the Note B-5 Principal Balance, the Note B-6 Principal Balance, the Note B-7 Principal Balance,
the Note B-8 Principal Balance, the Note B-9 Principal Balance or the Note B-10 Principal Balance, as applicable, as a result
of such Workout, plus interest on such amount at the Net Note B-1 Rate, the Net Note B-2 Rate, the Net Note B-3 Rate, the Net
Note B-4 Rate, the Net Note B-5 Rate, the Net Note B-6 Rate, the Net Note B-7 Rate, the Net Note B-8 Rate, the Net Note B-9
Rate or the Net Note B-10 Rate, as applicable;


 


(l) twelfth,
to the Note B-1 Holder, the Note B-2 Holder, the Note B-3 Holder, the Note B-4 Holder, the Note B-5 Holder, the Note B-6
Holder, the Note B-7 Holder, the Note B-8 Holder, the Note B-9 Holder and the Note B-10 Holder, on a Pro Rata and Pari Passu
Basis, in an amount equal to any Penalty Charges received;


 


(m) thirteenth, to
the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied
under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, 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 assumption or transfer fees, to the extent actually paid by the Mortgage Loan
Borrower, shall be paid to the Senior Noteholders and the Junior Noteholders, pro rata, based on their respective
Percentage Interests; and


 


(n) fourteenth,
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)-(m), any remaining amount shall be paid pro rata to the Senior Noteholders and the
Junior Noteholders in accordance with their respective initial Percentage Interests.


 


Section 4.          Payments
Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section
3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer and as set forth
in the Servicing Agreement, 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 (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the
Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of Monthly
Payments, any proceeds from the sale or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds
under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan,


 






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Insurance
Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the
Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the
extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage
Loan Documents deemed appropriate by the Servicer in accordance with the Servicing Standard to continue to be held as reserves
or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to
the Servicer under Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating
Advisor, Asset Representations Reviewer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the
Servicing Agreement, shall be distributed by the Servicer in the following order of priority without duplication (and payments
shall be made on the Master Servicer Remittance Date or at such other times as are set forth in the Servicing Agreement):


 


(a) first,
ratably to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note
A-6 Holder, the Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder and the Note A-10 Holder in an amount equal to the
accrued and unpaid interest on the Note A-1 Principal Balance at the Net Note A-1 Rate, on the Note A-2 Principal Balance at
the Net Note A-2 Rate, on the Note A-3 Principal Balance at the Net Note A-3 Rate, on the Note A-4 Principal Balance at
the Net Note A-4 Rate, on the Note A-5 Principal Balance at the Net Note A-5 Rate, on the Note A-6 Principal Balance at the
Net Note A-6 Rate, on the Note A-7 Principal Balance at the Net Note A-7 Rate, on the Note A-8 Principal Balance at the Net
Note A-8 Rate, on the Note A-9 Principal Balance at the Net Note A-9 Rate and on the Note A-10 Principal Balance at the Net
Note A-10 Rate, respectively;


 


(b) second, to the
Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the
Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder and the Note A-10 Holder, pro rata based on the related
outstanding Principal Balance, until such Principal Balance has been reduced to zero;


 


(c) third,
to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6
Holder, the Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder and the Note A-10 Holder on a Pro Rata and Pari
Passu Basis up to the amount of any unreimbursed costs and expenses paid by the Note A-1 Holder, the Note A-2 Holder, the
Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder, the Note A-8 Holder, the
Note A-9 Holder and/or the Note A-10 Holder, including any Recovered Costs not previously reimbursed to such Noteholder (or
paid or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan
pursuant to this Agreement or the Servicing Agreement;


 


(d) fourth, to the
Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the
Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder and the Note A-10 Holder on a Pro Rata and Pari Passu Basis in an
amount equal to the product of (i) the Percentage Interest of such Note multiplied by (ii) the Note A-1 Relative Spread, the
Note A-2 Relative Spread, the Note A-3 Relative Spread, the Note A-4 Relative Spread, the Note A-5 Relative Spread, the Note
A-6 Relative Spread, the Note A-7 Relative Spread, the Note A-8 Relative Spread, the Note A-9 Relative Spread and the Note
A-10


 






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Relative Spread, as applicable, and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


 


(e)
fifth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the
amounts required to be applied in accordance with the foregoing clauses (a)-(d) and, as a result of a Workout the Note A-1
Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note
A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance, the
Note A-9 Principal Balance and the Note A-10 Principal Balance have been reduced, such excess amount shall be paid to the
Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the
Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder and the Note A-10 Holder, pro rata, in an amount up to the
reduction, if any, of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the
Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance,
the Note A-8 Principal Balance, the Note A-9 Principal Balance and the Note A-10 Principal Balance as a result of such
Workout, plus interest on such amount at the related Net Note A-1 Rate, the Net Note A-2 Rate, the Net Note A-3 Rate, the Net
Note A-4 Rate, the Net Note A-5 Rate, the Net Note A-6 Rate, the Net Note A-7 Rate, the Net Note A-8 Rate, the Net Note A-9
Rate and the Net Note A-10 Rate, as applicable;


 


(f) sixth,
to the extent the Junior Noteholders have made any payments or advances to cure defaults pursuant to Section 11, to
reimburse the Junior Noteholders for all such cure payments on a pro rata  basis in accordance with such payments
or advances made;


 


(g) seventh,
ratably, to the Note B-1 Holder, the Note B-2 Holder, the Note B-3 Holder, the Note B-4 Holder, the Note B-5 Holder, the Note
B-6 Holder, the Note B-7 Holder, the Note B-8 Holder, the Note B-9 Holder and the Note B-10 Holder in an amount equal to the
accrued and unpaid interest on the Note B-1 Principal Balance at the Net Note B-1 Rate; on the Note B-2 Principal Balance at
the Net Note B-2 Rate; on the Note B-3 Principal Balance at the Net Note B-3 Rate; on the Note B-4 Principal Balance at the
Net Note B-4 Rate; on the Note B-5 Principal Balance at the Net Note B-5 Rate; on the Note B-6 Principal Balance at the Net
Note B-6 Rate; on the Note B-7 Principal Balance at the Net Note B-7 Rate; on the Note B-8 Principal Balance at the Net Note
B-8 Rate; on the Note B-9 Principal Balance at the Net Note B-9 Rate; and on the Note B-10 Principal Balance at the Net Note
B-10 Rate.


 


(h) eighth,
to the Note B-1 Holder, the Note B-2 Holder, the Note B-3 Holder, the Note B-4 Holder, the Note B-5 Holder, the Note B-6
Holder, the Note B-7 Holder, the Note B-8 Holder, the Note B-9 Holder and the Note B-10 Holder, on a Pro Rata and Pari Passu
Basis, in an amount equal to the related Principal Balance, until the such Principal Balance has been reduced to zero;


 


(i) ninth, to the
Note B-1 Holder, the Note B-2 Holder, the Note B-3 Holder, the Note B-4 Holder, the Note B-5 Holder, the Note B-6 Holder, the
Note B-7 Holder, the Note B-8 Holder, the Note B-9 Holder and the Note B-10 Holder, on a Pro Rata and Pari Passu Basis in an
amount equal to the product of (i) the Percentage Interest of such Note multiplied by (ii) the Note B-1 Relative Spread, the
Note B-2 Relative Spread, the Note B-3 Relative Spread, the Note B-4


 






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Relative Spread, the Note B-5 Relative Spread, the Note
B-6 Relative Spread, the Note B-7 Relative Spread, the Note B-8 Relative Spread, the Note B-9 Relative Spread or the Note B-10
Relative Spread, as applicable, and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


 


(j) tenth, if the
proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to
be applied in accordance with the foregoing clauses (a)-(i) and, as a result of a Workout the Principal Balance of the Junior
Notes has been reduced, such excess amount shall be paid to the Junior Noteholders in an amount up to the reduction, if any,
of the related Principal Balance as a result of such Workout, plus interest on such amount at the Net Note B-1 Rate, the Net
Note B-2 Rate, the Net Note B-3 Rate, the Net Note B-4 Rate, the Net Note B-5 Rate, the Net Note B-6 Rate, the Net Note B-7
Rate, the Net Note B-8 Rate, the Net Note B-9 Rate or the Net Note B-10 Rate, as applicable;


 


(k) eleventh,
to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be
otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any
Advances, 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 assumption or transfer fees, to the extent actually paid by
the Mortgage Loan Borrower, shall be paid to the Senior Noteholders and the Junior Noteholders, pro rata, based on
their respective Percentage Interests;


 


(l) twelfth, to the
Senior Noteholders on a pro rata basis in any amount equal to any Penalty Charges received with respect to the related
Note;


 


(m) thirteenth, to
the Junior Noteholders in an amount equal to any Penalty Charges received with respect to the related Note; and


 


(n) fourteenth,
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)-(m), any remaining amount shall be paid pro rata to the Senior Noteholders and the
Junior Noteholders in accordance with their respective Percentage Interests.


 


For clarification purposes,
Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid on the Senior Notes pursuant to Section 3
or Section 4 hereunder, shall be allocated to each Senior Noteholder on a pro rata basis and applied first, to reduce,
on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay the Master Servicer, the Trustee
or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance
with the terms of the Lead Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts
payable on Senior Notes by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee
for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization
Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts
payable on the Senior Notes by the amount necessary to pay


 






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additional trust fund expenses (other than Special Servicing Fees, unpaid
Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing
Agreement) and finally, (i) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4
hereunder to the Lead Securitization Note, be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation
as provided in the Lead Securitization Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable
pursuant to Section 3 or Section 4 hereunder to any Non-Lead Securitization Note, be paid, (x) prior to the securitization of such
Note, to the related Non-Lead Securitization Noteholder and (y) following the securitization of such Note, to the Master Servicer
and/or the Special Servicer as additional servicing compensation as provided in the
Lead Securitization Servicing Agreement.


 


Penalty Charges (as
defined in the Lead Securitization Servicing Agreement) paid on the Junior Notes pursuant to Section 3 or Section 4
hereunder shall be allocated to each Junior Noteholder on a pro rata basis and applied first, to reduce, on a pro rata
basis, the amounts payable on Note B-1, Note B-2, Note B-3, Note B-4, Note B-5, Note B-6, Note B-7, Note B-8, Note B-9 and
Note B-10 by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any
Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing
Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on Note B-1, Note B-2, Note B-3, Note
B-4, Note B-5, Note B-6, Note B-7, Note B-8, Note B-9 and Note B-10 by the amount necessary to pay the Master Servicer, Trustee,
Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by
such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable),
third, to reduce, on a pro rata basis, the amounts payable on Note B-1, Note B-2, Note B-3, Note B-4, Note B-5, Note B-6,
Note B-7, Note B-8, Note B-9 and Note B-10 by the amount necessary to pay additional trust fund expenses (other than Special Servicing
Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization
Servicing Agreement) and finally, to the related Junior Noteholder.


 


Section 5.          Administration of the Mortgage Loan.


 


(a)           Subject to this Agreement (including, without limitation, Section 5(g) below) and the Servicing Agreement, the Lead
Securitization Noteholder (or the Servicer acting on behalf of the Lead Securitization Noteholder) 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 other Noteholder shall have any voting,
consent or other rights whatsoever with respect to the Lead Securitization Noteholder’s administration of, or exercise of
its rights and remedies with respect to, the Mortgage Loan. Subject to this Agreement and the Servicing Agreement (including, without
limitation, Section 5(g) below), each of the Non-Lead


 






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Securitization Noteholders and the Junior Noteholders agrees that
it shall have no right to, and hereby presently and irrevocably assigns and conveys to the Lead Securitization Noteholder (or the
Servicer acting on behalf of the Lead Securitization Noteholder) the rights, if any, that the Non-Lead Securitization Noteholders
and the Junior Noteholders have to, (i) call or cause the Lead Securitization Noteholder 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 Noteholder to file any bankruptcy petition against the Mortgage Loan
Borrower. The Lead Securitization Noteholder (or the Servicer acting on behalf of the Lead Securitization Noteholder) shall not
have any fiduciary duty to the Non-Lead Securitization Noteholders or the Junior Noteholders in connection with the administration
of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization Noteholder from the obligation to make any disbursement
of funds as set forth herein).


 


Each Noteholder
hereby acknowledges the right and obligation of the Lead Securitization Noteholder (or the Special Servicer acting on behalf of
the Lead Securitization Noteholder), upon the Mortgage Loan becoming a Defaulted Mortgage Loan (as defined in the Securitization
Servicing Agreement) and the determination by the Special Servicer to sell the Lead Securitization Note in accordance with the
Servicing Agreement, subject to the rights of the Junior Noteholders pursuant to Section 12 hereof, to sell the Lead Securitization
Note and all of the other Senior Notes together as notes evidencing one mortgage loan in accordance with the terms of this Agreement
and the Servicing Agreement. In connection with any such sale, the Special Servicer shall be required to sell all of the Non-Lead
Securitization Notes together with the Lead Securitization Note as notes evidencing one mortgage loan in accordance with the terms
of the Servicing Agreement.


 


In connection
with any such sale, the Special Servicer shall be required to sell Note A-2, Note A-3, Note A-4, Note A-5, Note A-7, Note A-8,
Note A-9 and Note A-10 together with Note A-1 and Note A-6 in the manner set forth in the Servicing Agreement and shall require
that all offers be submitted to the Trustee in writing. Whether any cash offer constitutes a fair price for the Senior Notes shall
be determined by the Trustee; provided, that no offer from an Interested Person (as defined in the Securitization Servicing
Agreement) shall constitute a fair price unless (i) it is the highest offer received and (ii) at least two bona fide other offers
are received from independent third parties. In determining whether any offer received represents a fair price for the Senior Notes,
the Trustee shall be supplied with and shall rely on the most recent Appraisal or updated Appraisal conducted in accordance with
the Servicing Agreement within the preceding nine (9) month period or, in the absence of any such Appraisal, on a new Appraisal.
The Trustee shall select the Appraiser conducting any such new Appraisal. In determining whether any such offer constitutes a fair
price for the Senior Notes, the Trustee shall instruct the Appraiser to take into account (in addition to the results of any Appraisal
or updated Appraisal that it may have obtained pursuant to the Servicing Agreement), as applicable, among other factors, the period
and amount of any delinquency on the affected Senior Notes, the occupancy level and physical condition of the related Mortgaged
Property and the state of the local economy. The Trustee may conclusively rely on the opinion of an Independent (as defined in
the Securitization Servicing Agreement) appraiser or other Independent expert in real estate matters retained by the Trustee at
the expense of the Holders in connection with making such determination. The Lead Securitization Noteholder (or the


 






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Special Servicer
acting on behalf of the Lead Securitization Noteholder) shall not be permitted to sell the Mortgage Loan if it becomes a Defaulted
Loan without the written consent of the Non-Controlling Noteholders (provided that such consent is not required if any Non-Controlling
Noteholder is the Mortgage Loan Borrower or an affiliate of the Mortgage Loan Borrower) unless the Special Servicer has delivered
to the Non-Controlling Noteholders: (a) at least fifteen (15) Business Days’ prior written notice of any decision to attempt
to sell the Mortgage Loan; (b) at least ten (10) days prior to the proposed sale date, a copy of each bid package (together with
any material amendments to such bid packages) received by the Special Servicer in connection with any such proposed sale, (c) at
least ten (10) days prior to the proposed sale date, a copy of the most recent Appraisal for the Mortgage Loan, and any documents
in the Servicing File reasonably requested by any Non-Controlling Noteholder that are material to the sale price of the Mortgage
Loan and (d) until the sale is completed and a reasonable period of time (but no less time than is afforded to other offerors and
the Controlling Class Representative (as such term is defined in the Servicing Agreement)) 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 any Servicer
in connection with the proposed sale; provided, however, that any such Non-Controlling Noteholder may waive any of the delivery
or timing requirements set forth in this sentence as to itself. Subject to the foregoing, each of the Non-Controlling Noteholders
or its Non-Controlling Class Representatives shall be permitted to submit an offer at any sale of the Mortgage Loan unless such
Person is the Mortgage Loan Borrower or an agent or Affiliate of the Mortgage Loan Borrower.


 


Each Noteholder
hereby irrevocably appoints the Master Servicer, the Special Servicer and the Trustee in the Lead Securitization as such Noteholder’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 Servicing Agreement (subject at all times to the rights of the Noteholder set forth herein and in the Servicing
Agreement).


 


Each Non-Lead
Securitization Noteholder hereby appoints the Lead Securitization Noteholder as its agent, and grants to the Lead Securitization
Noteholder an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of soliciting and accepting
offers for and consummating the sale of the Non-Lead Securitization Notes. Each Non-Lead Securitization Noteholder further agrees
that, upon the request of the Lead Securitization Noteholder, such Non-Lead Securitization Noteholder shall execute and deliver
to or at the direction of Lead Securitization Noteholder such powers of attorney or other instruments as the Lead Securitization
Noteholder may reasonably request to better assure and evidence the foregoing appointment and grant, in each case promptly following
request, and shall deliver the related original Non-Lead Securitization Note, endorsed in blank, to or at the direction of the
Lead Securitization Noteholder in connection with the consummation of any such sale.


 


(b) The
Controlling Noteholder (or its Controlling Noteholder Representative) shall have, with respect to the Mortgage Loan, all of
the same rights and powers the Controlling Class Representative has under the Servicing Agreement with respect to the
other mortgage loans included in the Lead Securitization, including without limitation, the right to consent and/or consult
regarding Major Decisions and other servicing matters, the right to advise (1) the Special Servicer with respect to all
Specially Serviced Loans and (2) the Special Servicer with


 






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respect to non-Specially Serviced Loans as to all matters for which the Master Servicer
must obtain the consent or deemed consent of the Special Servicer, and the right to direct the Special Servicer to take, or to
refrain from taking, such other actions with respect to the Mortgage Loan as the Controlling Class Representative may deem advisable
or as to which provision is otherwise made therein, in each case subject to the terms and conditions of the Servicing Agreement.


 


(c) The
administration of the Mortgage Loan shall be governed by this Agreement and the Servicing Agreement. Each Junior Noteholder
agrees to be bound by the terms of the Servicing Agreement. The Servicer shall service the Mortgage Loan in accordance with
the terms of this Agreement, including without limitation the rights of the Junior Noteholders set forth in Section
5(g) below. Servicing of the Mortgage Loan shall be carried out by the Master Servicer and, if the Mortgage Loan is a
Specially Serviced Mortgage Loan, by the Special Servicer, in each case pursuant to the Servicing Agreement and this
Agreement. Notwithstanding anything to the contrary contained herein, in accordance with the Servicing Agreement, the Lead
Securitization Noteholder shall cause the Master Servicer and the Special Servicer to service and administer the Mortgage
Loan in accordance with the Servicing Standard, taking into account the interests of the Senior Noteholders and the Junior
Noteholders (it being understood that the interest of the Junior Noteholders is a junior Note interest, subject to the terms
and conditions of this Agreement), and any Noteholder (other than the Lead Securitization Noteholder) or any Junior
Noteholder who is not the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party shall be deemed a third party
beneficiary of such provisions of the Servicing Agreement. The foregoing provisions of this Section 5(c) shall
not limit or modify the rights of the Controlling Noteholder and/or the Controlling Noteholder Representative to
exercise their respective rights specifically set forth under this Agreement.


 


(d) Notwithstanding
anything to the contrary contained herein, but subject to the terms and conditions of the Servicing Agreement and this
Agreement (including, without limitation, Section 6), if the Servicer (on behalf of the Noteholders) 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 Rate or scheduled amortization payments on such Mortgage Loan are
reduced, (iii) payments of interest or principal on such Mortgage Loan are waived, reduced or deferred or (iv) any
other adjustment (other than an increase in the Mortgage Loan Rate or increase in scheduled amortization payments) is made to
any of the terms of the Mortgage Loan, all payments to the Senior Noteholders pursuant to Section 3 and Section 4,
as applicable, shall be made as though such Workout did not occur, with the payment terms of the Senior Notes remaining the
same as they are on the date hereof, the Junior Notes shall bear the full economic effect of all waivers, reductions or
deferrals of amounts due on the Mortgage Loan attributable to such Workout (up to the amount otherwise due on the Junior
Notes). Subject to the Servicing Agreement and this Agreement (including without limitation Section 6), in the
case of any modification or amendment described above, the Servicer (on behalf of the Noteholders) shall have the sole
authority and ability to revise the payment provisions set forth in Section 3 and Section 4 above in
a manner that reflects the subordination of the Junior Notes 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 Senior Note Percentage Interest and to
reduce the Note B-1 Percentage Interest, the Note B-2 Percentage Interest, the Note B-3 Percentage Interest, the Note B-4
Percentage Interest, the Note


 






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B-5 Percentage Interest, the Note B-6 Percentage Interest,
the Note B-7 Percentage Interest, the Note B-8 Percentage Interest, the Note B-9 Percentage Interest and the Note B-10 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 Note A-1 Rate, the Note A-2 Rate, the Note A-3 Rate, the Note A-4 Rate, the Note A-5 Rate, the Note A-6 Rate, the
Note A-7 Rate, the Note A-8 Rate, the Note A-9 Rate, the Note A-10 Rate, the Note B-1 Rate, the Note B-2 Rate, the Note B-3 Rate,
the Note B-4 Rate, the Note B-5 Rate, the Note B-6 Rate, the Note B-7 Rate, the Note B-8 Rate, the Note B-9 Rate and the Note B-10
Rate as applicable, in order to reflect a reduction in the Mortgage Loan Rate of the Mortgage Loan but shall not be permitted to
change the order of the clauses set forth in Section 3 and Section 4 hereof. Notwithstanding the foregoing, 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 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.


 


(e)           All rights and obligations of the Lead Securitization Noteholder described hereunder may be exercised by the Servicer on
behalf of the Lead Securitization Noteholder in accordance with the Servicing Agreement and this Agreement.


 


(f) If any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within
the meaning of Section 860D(a) of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage
Loan shall be administered such that the Notes shall each qualify at all times as (or as interests in) a “qualified mortgage”
within the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired by or on
behalf of the Noteholders 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 interests of the
Noteholders therein shall at all times qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of
the Code and (iii) the Lead Securitization Noteholder may not 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 Lead Securitization Noteholder 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 months after the earliest startup day of any REMIC which includes any of the Senior Notes (or
any portion thereof). The Noteholders agree that the provisions of this Section 5(f) shall be effected by compliance by
the Lead Securitization Noteholder or its assignees with this Agreement or the Servicing Agreement or any other agreement which
governs the administration of the Mortgage Loan or the Lead Securitization Noteholder’s interests therein. All costs and
expenses of compliance with this Section 5(f), to the extent that such costs and expenses relate to administration of a
REMIC or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment
of any REMIC tax or expense, shall be borne solely by the Senior Notes on a Pro Rata and Pari Passu Basis.


 


A Noteholder shall not
be required to reimburse any other Noteholder or any other Person for the payment of the following items related to any REMIC that
does not include






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such Noteholder’s Note: (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 Noteholders be reduced to offset or make-up any such payment or deficit.


 


(g)           If any consent, modification, amendment or waiver under or other action in respect of the Mortgage Loan (whether or not
a Servicing Transfer Event has occurred and is continuing) that would constitute a Major Decision has been requested or proposed,
at least ten (10) Business Days prior to taking action with respect to such Major Decision (or making a determination not to take
action with respect to such Major Decision), the Servicer must receive the written consent of the Controlling Noteholder (or its
Controlling Noteholder Representative) before implementing a decision with respect to such Major Decision.


 


If the Servicer has not
received a response from the Controlling Noteholder (or its Controlling Noteholder Representative) with respect to such Major Decision
within five (5) Business Days after delivery of the notice of a Major Decision, the Servicer shall deliver an additional copy of
the notice of a Major Decision in all caps bold 14-point font: “This is a Second Notice. Failure to respond within five (5)
Business Days of this Second Notice will result in a loss of your right to consent with respect to this decision.” and if
the Controlling Noteholder (or its Controlling Noteholder Representative) fails to respond to the Servicer with respect to any
such proposed action within five (5) Business Days after receipt of such second notice, the Controlling Noteholder (or its Controlling
Noteholder Representative), as applicable, shall have no further consent rights with respect to such action.


 


Notwithstanding the foregoing,
if the Special Servicer, in accordance with the Servicing Standard, determines that immediate action is necessary to protect the
Mortgaged Property or the interests of the Noteholders (as a collective whole) with respect to any Major Decision, the Special
Servicer may take such action notwithstanding the time periods set forth above, if the Servicer has first made a reasonable effort
to contact the Controlling Noteholder (or its Controlling Noteholder Representative).


 


Notwithstanding the foregoing,
the Servicer shall not follow any advice or consultation provided by the Controlling Noteholder (or its Controlling Noteholder
Representative) that would require or cause the Servicer to violate any applicable law, including the REMIC Provisions, be inconsistent
with the Servicing Standard, require or cause the Servicer to violate provisions of this Agreement or the Servicing Agreement,
require or cause the Servicer to violate the terms of the Mortgage Loan, or materially expand the scope of any Servicer’s
responsibilities under this Agreement.


 


(h)          
 Notwithstanding the foregoing, during the continuation of a Control Appraisal Period, the Lead Securitization Noteholder
(or the Servicer acting on its behalf) shall be required:


 






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(i)          to
provide copies of any notice, information and report that it is required to provide to the Controlling Class Representative pursuant
to the Servicing Agreement with respect to any Major Decisions or the implementation of any recommended actions outlined in an
Asset Status Report relating to the Mortgage Loan, to each Non-Controlling Noteholder (or its controlling class representative),
within the same time frame it is required to provide to the Controlling Class Representative (for this purpose, without regard
to whether such items are actually required to be provided to the Controlling Class Representative under the Servicing Agreement
due to the occurrence of a Control Termination Event (as defined in the Servicing Agreement) or a Consultation Termination Event
(as defined in the Servicing Agreement)); and


 


(ii)         to
consult with each Non-Controlling Noteholder (or its controlling class representative) on a strictly non-binding basis, to the
extent having received such notices, information and reports, such Non-Controlling Noteholder (or its controlling class representative)
requests consultation with respect to any such Major Decisions or the implementation of any recommended actions outlined in an
Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Controlling Noteholder
(or its controlling class representative); provided that after the expiration of a period of ten (10) Business Days from the delivery
to the Non-Controlling Noteholders (or their respective controlling class representatives) by the Lead Securitization Noteholder
of written notice of a proposed action, together with copies of the notice, information and report required to be provided to the
Controlling Class Representative, the Lead Securitization Noteholder (or the Servicer acting on its behalf) shall no longer be
obligated to consult with the Non-Controlling Noteholders (or their respective controlling class representatives), whether or not
the Non-Controlling Noteholders (or their respective controlling class representatives) have responded within such ten (10) Business
Day period (unless, the Lead Securitization Noteholder (or the Servicer acting on its behalf) proposes a new course of action that
is materially different from the action previously proposed, in which case such ten (10) Business Day period shall be deemed to
begin anew from the date of such proposal and delivery of all information relating thereto).


 


Notwithstanding the consultation
rights of the Non-Controlling Noteholders (or their respective controlling class representatives) set forth in the immediately
preceding sentence, the Lead Securitization Noteholder (or Servicer acting on its behalf) may make any Major Decision or take any
action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Lead
Securitization Noteholder (or Servicer acting on its behalf) determines that immediate action with respect thereto is necessary
to protect the interests of the Noteholders. In no event shall the Lead Securitization Noteholder (or Servicer acting on its behalf)
be obligated at any time to follow or take any alternative actions recommended by a Non-Controlling Noteholder (or its controlling
class representative).


 


In addition to the consultation
rights of the Non-Controlling Noteholders (or their respective controlling class representatives) during the continuation of a
Control Appraisal Period, as provided in the immediately preceding paragraph, the Non-Controlling Noteholders shall have the right
to attend annual meetings (either telephonically or in person, in the discretion of the Servicer) with the Lead Securitization
Noteholder (or the Servicer acting on its behalf) at


 






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the offices of the Servicer, as applicable, upon reasonable notice and at
times reasonably acceptable to the Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.


 


Notwithstanding the foregoing,
any Non-Controlling Noteholder that is the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower shall not have
or be entitled to exercise any information or consultation rights granted to a Non-Controlling Noteholder hereunder.


 


(i)  The Junior Noteholders in their capacity as Controlling Noteholder shall be entitled to avoid a Control Appraisal Period
caused by application of an Appraisal Reduction Amount upon satisfaction of the following (which must be completed within thirty
(30) days of the receipt of a third party Appraisal that indicates such Control Appraisal Period has occurred): (i) such Controlling
Noteholder shall have delivered as a supplement to the appraised value of the Mortgaged Property, in the amount specified in clause
(ii) below, to the Servicer, together with documentation acceptable to the Servicer in accordance with the Servicing Standard to
create and perfect a first priority security interest in favor of the Servicer on behalf of the Lead Securitization Noteholder
in such collateral (a) cash collateral for the benefit of, and acceptable to, the Servicer or (b) an unconditional and irrevocable
standby letter of credit with the Servicer as the beneficiary, issued by a bank or other financial institutions the long term unsecured
debt obligations of which are at all times rated at least “AA” (or the equivalent) by each Rating Agency that rates
such institution or the short term obligations of which are rated at least “A-1+” by (or the equivalent) by each Rating
Agency that rates such institution (either (a) or (b), the “Threshold Event Collateral”), and (ii) the Threshold
Event Collateral shall be in an amount which, when added to the appraised value of the Mortgaged Property as determined pursuant
to the Servicing Agreement, would cause the applicable Control Appraisal Period not to occur. If the requirements of this paragraph
are satisfied by a Junior Noteholder in its capacity as Controlling Noteholder (a “Threshold Event Cure”), no
Control Appraisal Period caused by application of an Appraisal Reduction Amount shall be deemed to have occurred. If a letter of
credit is furnished as Threshold Event Collateral, the applicable Controlling Noteholder shall be required to renew such letter
of credit not later than thirty (30) days prior to expiration thereof or to replace such letter of credit with a substitute letter
of credit or other Threshold Event Collateral with an expiration date that is greater than forty-five (45) days from the date of
substitution; provided, however, that, if a letter of credit is not renewed prior to thirty (30) days prior to the
expiration date of such letter of credit, the letter of credit shall provide that the Servicer may (and at the direction of the
applicable Controlling Noteholder, shall) draw upon such letter of credit and hold the proceeds thereof as Threshold Event Collateral.
If a letter of credit is furnished as Threshold Event Collateral, the Junior Noteholder as Controlling Noteholder shall be required
to replace such letter of credit with other Threshold Event Collateral within 30 days if the credit ratings of the issuing entity
are downgraded below the required ratings; provided, however, that, if such Threshold Collateral is not so replaced,
the Servicer shall draw upon such letter of credit and hold the proceeds thereof as Threshold Event Collateral. The Threshold Event
Cure shall continue until (i) the appraised value of the Mortgaged Property plus the value of the Threshold Event Collateral would
not be sufficient to prevent a Control Appraisal Period from occurring; or (ii) the occurrence of a Final Recovery Determination,
as defined in the Servicing Agreement. If the appraised value of the Mortgaged Property, upon any redetermination thereof, is sufficient
to avoid the occurrence of a Control Appraisal Period


 






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without taking into consideration any, or some portion of, Threshold Event
Collateral previously delivered by a Junior Noteholder as Controlling Noteholder, any or such portion of Threshold Event Collateral
held by the Servicer shall promptly be returned to such Controlling Noteholder (at its sole expense). Upon a Final Recovery Determination
with respect to the Mortgage Loan, such Threshold Event Collateral shall be available to reimburse each Noteholder for any realized
loss pursuant to Section 3 or Section 4, as applicable, with respect to the Mortgage Loan after application of the
net proceeds of liquidation, not in excess of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal
Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal
Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note B-1 Principal Balance, the Note B-2 Principal
Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance, the Note B-5 Principal Balance, the Note B-6 Principal
Balance, the Note B-7 Principal Balance, the Note B-8 Principal Balance, the Note B-9 Principal Balance and the Note B-10 Principal
Balance, as the case may be, plus accrued and unpaid interest thereon at the applicable interest rate and all other Additional
Servicing Expenses reimbursable under this Agreement and under the Servicing Agreement. Any Threshold Event Collateral shall be
treated as an “outside reserve fund” for purposes of the REMIC Provisions and such property (and the right to reimbursement
of any amounts with respect thereto from a REMIC) shall be beneficially owned by the posting Noteholder who shall be taxed on all
income with respect thereto. The entire amount of Threshold Event Collateral, without a haircut or other reduction, shall be considered
in determining the sufficiency of such Threshold Event Collateral to avoid a Control Appraisal Period.


 


(j)            The Servicer or Special Servicer shall obtain Appraisals that meet the requirements of, and at the times required pursuant
to, the terms of the Servicing Agreement.


 


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


 


Section 6.          Appointment of Controlling Noteholder Representative.


 


(a) The Controlling Noteholder 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 Noteholder Representative”).
The Controlling Noteholder shall have the right in its sole discretion at any time and from time to time to remove and replace
the Controlling Noteholder Representative. When exercising its various rights under Section 5 and elsewhere in this Agreement,
the Controlling Noteholder may, at its option, in each case, act through the Controlling Noteholder Representative. The Controlling
Noteholder Representative


 






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may be any Person (other than the Mortgage Loan Borrower, its principal or any Affiliate of the Mortgage
Loan Borrower), including, without limitation, the Controlling Noteholder, any officer or employee of the Controlling Noteholder,
any Affiliate of the Controlling Noteholder or any other unrelated third party. No such Controlling Noteholder Representative shall
owe any fiduciary duty or other duty to any other Person (other than the Controlling Noteholder). All actions that are permitted
to be taken by the Controlling Noteholder under this Agreement may be taken by the Controlling Noteholder Representative acting
on behalf of the Controlling Noteholder. No Servicer, Operating Advisor, Asset Representations Reviewer, Trustee or Certificate
Administrator acting on behalf of the Lead Securitization Noteholder shall be required to recognize any Person as an Controlling
Noteholder Representative until the Controlling Noteholder has notified each Servicer, Operating Advisor, Asset Representations
Reviewer, Trustee and Certificate Administrator of such appointment and, if the Controlling Noteholder Representative is not the
same Person as the Controlling Noteholder, the Controlling Noteholder Representative provides each Servicer, Operating Advisor,
Asset Representations Reviewer, Trustee and Certificate Administrator with written confirmation of its acceptance of such appointment,
an address and facsimile number for the delivery of notices and other correspondence and a list of officers or employees of such
person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers).
The Controlling Noteholder shall promptly deliver such information to each Servicer, Operating Advisor, Asset Representations Reviewer,
Trustee and Certificate Administrator. If the Lead Securitization Noteholder is the Controlling Noteholder, no Controlling Noteholder
Representative shall be appointed and the rights of the Lead Securitization Noteholder exercisable by the Controlling Class Representative
shall be as set forth in the Servicing Agreement. Similarly, if the Lead Securitization Noteholder is the Controlling Noteholder,
the rights of each Non-Lead Securitization Noteholder shall be exercisable by a controlling class representative or directing holder
as set forth in the related Non-Lead Servicing Agreement.


 


(b)  
Neither the Controlling Noteholder Representative nor the Controlling Noteholder shall have any liability to the other Noteholders
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 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 Noteholders agree that the Controlling
Noteholder Representative and the Controlling Noteholder (whether acting in place of the Controlling Noteholder Representative
when no Controlling Noteholder Representative shall have been appointed hereunder or otherwise exercising any right, power or privilege
granted to the Controlling Noteholder hereunder) may take or refrain from taking actions, or give or refrain from giving consents,
that favor the interests of one Noteholder over the other Noteholder, and that the Controlling Noteholder Representative may have
special relationships and interests that conflict with the interests of a Noteholder and, absent willful misfeasance, bad faith
or gross negligence on the part of the Controlling Noteholder Representative or the Controlling Noteholder, as the case may be,
agree to take no action against the Controlling Noteholder Representative, the Controlling Noteholder 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 Noteholder Representative nor the Controlling Noteholder 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


 






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having given any consent or having failed to give any consent, solely in
the interests of any Noteholder.


 


(c)           If the Lead Securitization Noteholder is the Controlling Noteholder, the Junior Noteholders acknowledge and agree (i) all
of the aforementioned rights and obligations of the Controlling Noteholder and the Controlling Noteholder Representative set forth
in Section 5(g) and 5(h) and this Section 6 shall be exercisable by the Lead Securitization Noteholder
(or the applicable Person specified in the Servicing Agreement) to the extent set forth in the Servicing Agreement and (ii) the
Controlling Class Representative may exercise all rights with respect to the Mortgage Loan and any decisions or consents or other
powers with respect thereto as are set forth in the Servicing Agreement.


 


(d)           With respect to any Non-Controlling Note, the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer
acting on its behalf) shall not be required at any time to deal with more than one party exercising the rights of any particular
“Non-Controlling Noteholder” herein or under the Servicing Agreement and, (x) to the extent that the related Non-Lead
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 40, for purposes of this Agreement, the Non-Lead Servicing Agreement or the holders of
such New Notes shall designate one party to deal with the Lead Securitization Noteholder (or the Master Servicer or the Special
Servicer acting on its behalf) and provide written notice of such designation to the Lead Securitization Noteholder (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 Noteholder (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 Noteholder with respect
to such Non-Controlling Note, as the Non-Controlling Noteholder for such Non-Controlling Note for all purposes of this Agreement.
As of the date hereof and until further notice from a Non-Lead Securitization Noteholder (or the Non-Lead Master Servicer or another
party acting on its behalf), the Note A-2 Holder is the Non-Controlling Noteholder with respect to Note A-2, the Note A-3 Holder
is the Non-Controlling Noteholder with respect to Note A-3, the Note A-4 Holder is the Non-Controlling Noteholder with respect
to Note A-4, the Note A-5 Holder is the Non-Controlling Noteholder with respect to Note A-5, the Initial Note A-6 Holder is the
Non-Controlling Noteholder with respect to Note A-6, the Initial Note A-7 Holder is the Non-Controlling Noteholder with respect
to Note A-7, the Initial Note A-8 Holder is the Non-Controlling Noteholder with respect to Note A-8, the Initial Note A-9 Holder
is the Non-Controlling Noteholder with respect to Note A-9 and the Initial Note A-10 Holder is the Non-Controlling Noteholder with
respect to Note A-10.


 


Section 7.          Special Servicer. The Controlling Noteholder (or its Controlling Noteholder Representative), at its expense (including,
without limitation, the reasonable costs and expenses of counsel to any third parties and costs and expenses of the terminated
Special Servicer), shall have the right to appoint the Special Servicer with respect to the Mortgage Loan; provided that
either (x) any Special Servicer appointed by the Controlling Noteholder (or its Controlling Noteholder Representative) shall have
the Required Special Servicer Rating or (y) the Controlling Noteholder (or its Controlling Noteholder Representative) shall have
received Rating Agency Confirmation with respect to the appointment of such Special Servicer from each


 






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Rating Agency then rating
a Securitization. The Controlling Noteholder (or its Controlling Noteholder Representative) shall be entitled to terminate the
rights and obligations of the Special Servicer under the Servicing Agreement, with or without cause, upon at least ten (10) Business
Days’ prior notice to the Special Servicer (provided, however, that the Controlling Noteholder, Controlling
Noteholder Representative and/or Junior Noteholder shall not be liable for any termination or similar fee in connection with the
removal of the Special Servicer in accordance with this Section 7) and satisfaction of the other conditions to such replacement
as set forth in the Servicing Agreement.


 


If a Servicer Termination
Event on the part of the Special Servicer has occurred that affects a Non-Controlling Noteholder, such Non-Controlling Noteholder
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 Noteholder) to terminate the Special Servicer under the Servicing Agreement (or at any time that the Mortgage Loan
is no longer subject to the provisions of the Servicing Agreement, the successor servicing agreement pursuant to which the Mortgage
Loan is being serviced) solely with respect to the Mortgage Loan pursuant to and in accordance with the terms of the Servicing
Agreement (or at any time that the Mortgage Loan is no longer subject to the provisions of the Servicing Agreement, the successor
servicing agreement pursuant to which the Mortgage Loan is being serviced). The Controlling Noteholder shall be entitled to appoint
a replacement special servicer in connection with a termination of the Special Servicer at the direction of a Non-Controlling Noteholder,
subject to the satisfaction of the requirements of the Servicing Agreement and this Agreement. The Controlling Noteholder and the
Non-Controlling Noteholders acknowledge and agree that any successor special servicer appointed to replace the Special Servicer
with respect to the Mortgage Loan that was terminated for cause at a Non-Controlling Noteholder’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 Noteholder.
The Non-Controlling Noteholder that directs the Trustee to terminate the Special Servicer shall be solely responsible for reimbursing
the Trustee’s or the Controlling Noteholder’s, as applicable, costs and expenses for such termination and replacement,
if not paid within a reasonable time by the terminated special servicer and, in the case of the Trustee, that would otherwise be
reimbursed to the Trustee from amounts on deposit in the Collection Account or Companion Distribution Account.


 


For the avoidance of
doubt, in no event will the rights of the Non-Controlling Noteholders set forth in the immediately preceding paragraph in any way
limit or diminish the rights of the Controlling Noteholder otherwise set forth in this Section 7.


 


Section 8.          Payment
Procedure.


 


(a)           The Lead Securitization Noteholder (or the Servicer on its behalf), in accordance with the priorities set forth in Section
3 or Section 4, as applicable, and subject to the terms of the Servicing Agreement, shall deposit or cause to be deposited
all payments allocable to the Notes to the Collection Account or Companion Distribution Account for the Notes established pursuant
to the Servicing Agreement. The Lead Securitization Noteholder (or the Servicer acting on its behalf) shall deposit such amounts
to the applicable account within two (2) Business Days following receipt of properly identified and available funds by the Lead


 






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Securitization Noteholder (or the Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower.


 


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


 


(c)           If, for any reason, the Lead Securitization Noteholder (or the Servicer on its behalf) makes any payment to the Junior Noteholders
or a Non-Lead Securitization Noteholder before the Lead Securitization Noteholder (or the Servicer on its behalf) has received
the corresponding payment (it being understood that the Lead Securitization Noteholder (or the Servicer on its behalf) is under
no obligation to do so), and the Lead Securitization Noteholder (or the Servicer on its behalf) does not receive the corresponding
payment within three (3) Business Days of its payment to the Junior Noteholders or the applicable Non-Lead Securitization Noteholder,
the Junior Noteholders or applicable Non-Lead Securitization Noteholder, as the case may be, shall, at the Lead Securitization
Noteholder’s (or the Servicer’s on its behalf) request, promptly return that payment to the Lead Securitization Noteholder
(or the Servicer on its behalf).


 


(d)  Each Noteholder 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 will promptly remit such excess to the Lead Securitization Noteholder (or
the Servicer on its behalf) subject to this Agreement and the Servicing Agreement. The Lead Securitization Noteholder (or the Servicer
on its behalf) shall have the right to offset any amounts due hereunder from any Noteholder with respect to the Mortgage Loan against
any future payments due to such Noteholder under the Mortgage Loan, provided, that each Noteholder’s obligations under
this Section 8 are separate and distinct obligations from one another and in no event shall the Lead Securitization Noteholder
(or the Servicer on its behalf) enforce the obligations of one of the Noteholder against the other Noteholders. Each Noteholder’s
obligations under this Section 8 constitute absolute, unconditional and continuing obligations.


 


Section 9.          Limitation
on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf, but only to the extent
that the Servicing Agreement does not impose any other standard upon any Servicer, in which case the Servicing Agreement shall
control) shall have any liability to any other Noteholder except with respect to


 






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losses actually suffered due to the gross negligence,
willful misconduct or breach of this Agreement on the part of such Noteholder.


 


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


 


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


 


The Lead Securitization
Noteholder and the Non-Lead Securitization Noteholders acknowledge that, subject to the terms and conditions hereof, the Junior
Noteholders may exercise, or omit to exercise, any rights that the Junior Noteholders may have under this Agreement and the Servicing
Agreement in a manner that may be adverse to the interests of the Lead Securitization Noteholder or the Non-Lead Securitization
Noteholders and that the Junior Noteholders shall have no liability whatsoever to the Lead Securitization Noteholder and the Non-Lead
Securitization Noteholders in connection with the Junior Noteholders’ exercise of rights or any omission by the Junior Noteholders
to exercise such rights; provided, however, that the Junior Noteholders shall not be protected against any liability
to the Lead Securitization Noteholder and the Non-Lead Securitization Noteholders that would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence.


 


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


 






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winding-up or
liquidation of the affairs of the Mortgage Loan Borrower. Subject to the provisions of Section 5(g) hereof, each of the
Non-Lead Securitization Noteholders and the Junior Noteholder further agrees that only the Lead Securitization Noteholder, as a
creditor, 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. Each of the Non-Lead Securitization Noteholders and the Junior Noteholders hereby appoints the Lead Securitization
Noteholder as its agent, and grants to the Lead Securitization Noteholder an irrevocable power of attorney coupled with an interest,
and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to each of the Non-Lead
Securitization Noteholders and the Junior Noteholders 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. Each of the Non-Lead
Securitization Noteholders and the Junior Noteholder in its capacity as such, hereby agrees that, upon the request of the Lead
Securitization Noteholder, such Non-Lead Securitization Noteholder or Junior Noteholders, as applicable, shall execute, acknowledge
and deliver to the Lead Securitization Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization
Noteholder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken
by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.


 


Section 11.         Cure Rights
of the Junior Noteholders.


 


(a)           Subject to Section 11(b) below, in the event that the Mortgage Loan Borrower fails to make any payment of principal
or interest on the Mortgage Loan by the end of the applicable grace period (the “Grace Period”) for such payment
permitted under the applicable Mortgage Loan Documents (a “Monetary Default”), the Lead Securitization Noteholder
shall provide notice to the Junior Noteholders and the Controlling Noteholder Representative (in each case, unless a Control Appraisal
Period has occurred and is continuing) of such default (the “Monetary Default Notice”). If the Junior Noteholders
or the Controlling Noteholder Representative (in each case, unless a Control Appraisal Period has occurred and is continuing) has
not cured such Monetary Default within five (5) Business Days after receiving the Monetary Default Notice, the Lead Securitization
Noteholder shall deliver an additional copy of the Monetary Default Notice that contains a statement in boldface font that this
is a second notice and that the Junior Noteholders’ or the Controlling Noteholder Representative’s failure to cure
such Monetary Default within five (5) Business Days after receiving such second notice will result in the termination of the right
to cure such Monetary Default. The Junior Noteholders (unless a Control Appraisal Period has occurred and is continuing) shall
have the right, but not the obligation, to cure such Monetary Default after receiving the first Monetary Default Notice and until
the period ending five (5) Business Days after receiving the second Monetary Default Notice (the “Cure Period”)
and at no other times. At the time a payment is made to cure a Monetary Default, the Junior Noteholders (unless a Control Appraisal
Period has occurred and is continuing) shall pay or reimburse the Lead Securitization Noteholder for all unreimbursed Advances
(whether or not recoverable with respect to the Lead Securitization Note and each


 






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Non-Lead Securitization Note, including principal
and interest advances made with respect to such Non-Lead Securitization Note under the related Non-Lead Servicing Agreement), Advance
Interest Amounts, any unpaid fees to any Servicer specifically provided for in the Servicing Agreement and any Additional Servicing
Expenses. The Junior Noteholders shall not be required, in order to effect a cure hereunder, to pay any default interest or late
charges under the Mortgage Loan Documents. So long as a Monetary Default exists for which a cure payment permitted hereunder is
made, such Monetary Default shall not be treated as an Event of Default by the Lead Securitization Noteholder (including for purposes
of (i) the definition of “Sequential Pay Event,” (ii) accelerating the Mortgage Loan, modifying, amending or waiving
any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu
of foreclosure or other similar legal proceedings with respect to the Mortgaged Property; or (iii) treating the Mortgage Loan as
a Specially Serviced Mortgage Loan); provided that such limitation shall not prevent the Lead Securitization Noteholder
from collecting Default Interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by a Noteholder on behalf
of the Mortgage Loan Borrower to effect any cure shall be reimbursable to such Noteholder under Section 3 or Section 4,
as applicable.


 


(b)           Notwithstanding anything to the contrary contained in Section 11(a), the Junior Noteholders shall be limited to a
combined total of six (6) cures of Monetary Defaults, no more than three (3) of which may be consecutive, or Non-Monetary Defaults
over the term of the Mortgage Loan. Additional Cure Periods shall only be permitted with the consent of the Lead Securitization
Noteholder (or, if the Lead Securitization Note is included in a Securitization, the Special Servicer on its behalf).


 


(c)           No action taken by the Junior Noteholders in accordance with this Agreement shall excuse performance by the Mortgage Loan
Borrower of its obligations under the Mortgage Loan Documents and the Lead Securitization Noteholder’s and the Non-Lead Securitization
Noteholders’ rights under the Mortgage Loan Documents shall not be waived or prejudiced by virtue of such Junior Noteholder’s
actions under this Agreement. Subject to the terms of this Agreement, the Junior Noteholders shall be subrogated to the Lead Securitization
Noteholder’s and the Non-Lead Securitization Noteholders’ rights to any payment owing to the Lead Securitization Noteholder
and the Non-Lead Securitization Noteholders for which a Junior Noteholder makes a cure payment as permitted under this Section
11 but such subrogation rights may not be exercised against the Mortgage Loan Borrower until 91 days after the Note is paid
in full.


 


(d)           If an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary
Default”), the Lead Securitization Noteholder shall promptly provide notice to the Junior Noteholders and the Controlling
Noteholder Representative (in each case, unless a Control Appraisal Period has occurred and is continuing) of such failure (the
“Non-Monetary Default Notice”) and the Junior Noteholders (unless a Control Appraisal Period has occurred and
is continuing) shall have the right, but not the obligation, to cure such Non-Monetary Default within the same period of time as
the Mortgage Loan Borrower under the Mortgage Loan Documents, without regard for the date of receipt by the Junior Noteholders
and the Controlling Noteholder Representative of the Non-Monetary Default Notice, or in any event, up to thirty (30) days, to cure
such Non-Monetary Default; provided, however, if such Non-Monetary Default is susceptible of cure but


 






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cannot reasonably
be cured within such period and if curative action was promptly commenced and is being diligently pursued by the Junior Noteholders,
the Junior Noteholders (unless a Control Appraisal Period has occurred and is continuing) shall be given an additional period of
time as is reasonably necessary to enable the Junior Noteholders in the exercise of due diligence to cure such Non-Monetary Default
for so long as (i) the Junior Noteholders diligently and expeditiously proceed to cure such Non-Monetary Default, (ii) the Junior
Noteholders make all cure payments that it is permitted to make in accordance with the terms and provisions of Section 11(a)
hereof, (iii) such additional period of time does not exceed ninety (90) days, (iv) such Non-Monetary Default is not caused by
an Insolvency Proceeding or during such period of time that the Junior Noteholders have to cure a Non-Monetary Default in accordance
with this Section 11(d) (the “Non-Monetary Default Cure Period”), an Insolvency Proceeding does not occur
and (v) during such Non-Monetary Default Cure Period, there is no material adverse effect on the Mortgage Loan Borrower or the
Mortgaged Property or the value of the Mortgage Loan as a result of such Non-Monetary Default or the attempted cure. The Non-Monetary
Default Notice shall contain a statement in boldface font that the Junior Noteholders’ and the Controlling Noteholder Representative’s
failure to cure such Non-Monetary Default within the applicable Non-Monetary Default Cure Period after receiving such notice will
result in the termination of the right to cure such Non-Monetary Default. The Junior Noteholders and the Controlling Noteholder
Representative shall not contact the Mortgage Loan Borrower in order to effect any cures under Sections 11(a) or this 11(d)
unless it is in conjunction with the Special Servicer or the Junior Noteholders have obtained the prior written consent of the
Lead Securitization Noteholder.


 


Section 12.          Purchase of the Senior Notes By the Junior Noteholders. The Junior Noteholders shall have the right, by written notice
to the Senior Noteholders (a “Noteholder Purchase Notice”), delivered at any time an Event of Default under
the Mortgage Loan has occurred and is continuing, to purchase, in immediately available funds, the Senior Notes in whole but not
in part at the applicable Defaulted Mortgage Loan Purchase Price. For avoidance of doubt, if the Junior Noteholders elect to exercise
their right to purchase a Note pursuant to this Section 12, it must purchase each of Senior Notes. Upon the delivery of
the Noteholder Purchase Notice to the Senior Noteholders, Senior Noteholders shall sell (and the Junior Noteholders shall purchase)
the Senior Notes (including, without limitation, any interests therein) at the applicable Defaulted Mortgage Loan Purchase Price,
on a date (the “Defaulted Note Purchase Date”) not less than ten (10) and not more than thirty (30) days after
the date of the Noteholder Purchase Notice, as shall be established by the Lead Securitization Noteholder. The Junior Noteholders
agrees that the sale of the Senior Notes shall comply with all requirements of the Servicing Agreement and that all costs and expenses
related thereto shall be paid by the applicable Junior Noteholder. The Defaulted Mortgage Loan Purchase Price shall be calculated
by the Lead Securitization Noteholder (or the Servicer on its behalf) three (3) Business Days prior to the Defaulted Note Purchase
Date (and such calculation shall be accompanied by a listing of all amounts included in the Defaulted Mortgage Loan Purchase Price),
and shall, absent manifest error, be binding upon the Junior Noteholders. Concurrently with the payment to the Senior Noteholders
in immediately available funds of its respective portion of the applicable Defaulted Mortgage Loan Purchase Price, the Senior Noteholders
shall execute at the sole cost and expense of the Junior Noteholders in favor of the applicable Junior Noteholders assignment documentation
which will assign the Senior Notes, as applicable, and the Mortgage Loan Documents without recourse, representations or warranties
(except the Senior


 






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Noteholders, as applicable, shall represent and warrant that it had good and marketable title to, was the sole
owner and holder of, and had power and authority to deliver the Mortgage Loan or Note, as applicable, free and clear of all liens
and encumbrances (other than the interest created by the Junior Notes)). The right of the Junior Noteholders to purchase the Senior
Notes shall automatically terminate upon a foreclosure sale, sale by power of sale or delivery of a deed in lieu of foreclosure
with respect to the Mortgaged Property (and the Lead Securitization Noteholder shall give the Junior Noteholders ten (10) days’
notice of its intent with respect to such action). Notwithstanding the foregoing sentence, if title to the Mortgaged Property is
transferred to the Servicer (or other nominee on behalf of the Noteholders) less than ten (10) days after the acceleration
of the Mortgage Loan, the Lead Securitization Noteholder shall notify the Junior Noteholders of such transfer and the Junior Noteholders
shall have a ten (10) day period from the date of such notice from the Lead Securitization Noteholder to deliver the Noteholder
Purchase Notice to the Senior Noteholders, in which case the Junior Noteholders will be obligated to purchase the Mortgaged Property,
in immediately available funds, within such thirty (30) day period at the applicable Defaulted Mortgage Loan Purchase Price. Any
such purchase of the Senior Notes by Junior Noteholders shall be free and clear of any liens.


 


Section 13.          Representations
of Junior Noteholders. Each Junior Noteholder represents, and it is specifically understood and agreed, that it is acquiring
the applicable Junior Note for its own account in the ordinary course of its business and the Senior Noteholders shall otherwise
have no liability or responsibility to the Junior Noteholder except as expressly provided herein or for actions that are taken
or omitted to be taken by the Senior Noteholders that constitute gross negligence or willful misconduct or that constitute a breach
of this Agreement. Each Junior Noteholder 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 its charter
or any law or contractual restriction binding upon the applicable Junior Noteholder, and that this Agreement is the legal, valid
and binding obligation of such Junior Noteholder enforceable against such Junior Noteholder 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 Junior Noteholder represents and warrants that it is duly organized, validly
existing, in good standing and possesses of all licenses and authorizations necessary to carry on its business. Each Junior Noteholder
represents and warrants that (a) this Agreement has been duly executed and delivered by the applicable Junior Noteholder, (b)
to such Junior Noteholder’s actual knowledge, all consents, approvals, authorizations, orders or filings of or with any
court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by the Junior
Noteholder have been obtained or made and (c) to such Junior Noteholder’s actual knowledge, there is no pending action,
suit or proceeding, arbitration or governmental investigation against the applicable Junior Noteholder, an adverse outcome of
which would materially and adversely affect its performance under this Agreement.


 


Each Junior Noteholder
acknowledges that the Senior Noteholders do not owe such Junior Noteholder any fiduciary duty with respect to any action taken
under the Mortgage






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Loan Documents and, except as provided herein, need not consult with the applicable Junior Noteholder with respect
to any action taken by the Senior Noteholders in connection with the Mortgage Loan.


 


Each Junior Noteholder
expressly and irrevocably waives for itself and any Person claiming through or under such Junior Noteholder any and all rights
that it may have under Section 1315 of the New York Real Property Actions and Proceedings Law or the provisions of any similar
law which purports to give a junior loan Noteholder the right to initiate any loan enforcement or foreclosure proceedings.


 


Section 14.          Representations
of the Initial Senior Noteholders. Each of the Senior Noteholders 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 the applicable Senior Noteholder’s charter or any law or contractual restriction binding upon such Senior
Noteholder, and that this Agreement is the legal, valid and binding obligation of each Senior Noteholder, enforceable against
each of them in accordance with its terms. Each of the Senior Noteholders represents and warrants that it is duly organized, validly
existing, in good standing and possession of all licenses and authorizations necessary to carry on its business. Each of the Senior
Noteholders represents and warrants that (a) this Agreement has been duly executed and delivered by the applicable Senior
Noteholder, (b) to each Senior Noteholder’s actual knowledge, all consents, approvals, authorizations, orders or filings
of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement
by the applicable Senior Noteholder have been obtained or made and (c) to each Senior Noteholder’s actual knowledge,
there is no pending action, suit or proceeding, arbitration or governmental investigation against the applicable Senior Noteholder,
an adverse outcome of which would materially and adversely affect its performance under this Agreement.


 


Section 15.          Independent Analysis of the Junior Noteholders. Each Junior Noteholder acknowledges that it has, independently and
without reliance upon the Initial Senior Noteholders, except with respect to the representations and warranties provided by the
Initial Senior Noteholders herein, and based on such documents and information as it has deemed appropriate, made its own credit
analysis and decision to purchase the applicable Junior Note and such Junior Noteholder accepts responsibility therefor. Each Junior
Noteholder hereby acknowledges that, other than the representations and warranties provided herein, the Senior Noteholders have
made no representations or warranties with respect to the Mortgage Loan, subject to such representations and warranties as provided
by the Senior Noteholders herein, and that the Senior Noteholders shall have no responsibility for (i) the collectibility of the
Mortgage Loan, (ii) the validity, enforceability or legal effect of any of the Mortgage Loan Documents or the title insurance policy
or policies or any survey furnished or to be furnished to the Senior Noteholders in connection with the origination of the Mortgage
Loan, (iii) the validity, sufficiency or effectiveness of the lien created or to be created by the Mortgage Loan Documents, or
(iv) the financial condition of the Mortgage Loan Borrower. Each Junior Noteholder assumes all risk of loss in connection with
the applicable Junior Note except as specifically set forth herein.


 






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Section 16.          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 among any of the Noteholders as a partnership, association, joint venture
or other entity. No Noteholder shall have no obligation whatsoever to offer to the other Noteholders the opportunity to purchase
a participation interest in any future loans originated by such Noteholder or their Affiliates and if any Noteholder chooses to
offer to the other Noteholders the opportunity to purchase a participation interest in any future loans originated by such Noteholder
or their Affiliates, such offer shall be at such purchase price and interest rate as such Noteholder chooses, in its sole and
absolute discretion. No Noteholder shall have any obligation whatsoever to purchase from the other Noteholders a Note interest
in any future loans originated by such Noteholders or their Affiliates.


 


Section 17.          Not a
Security. The Junior Notes shall not be deemed to be a security within the meaning of the Securities Act of 1933, as amended
or the Securities Exchange Act of 1934, as amended.


 


Section 18.          Other Business Activities of the Noteholders. Each Noteholder acknowledges that the other Noteholders or their Affiliates
may make loans or otherwise extend credit to, and generally engage in any kind of business with, the Mortgage Loan Borrower or
any direct or indirect parent or Affiliate thereof, any entity that is a holder of debt secured by direct or indirect ownership
interests in the Mortgage Loan Borrower or any Affiliate thereof or any entity that is a holder of a preferred equity interest
in the Mortgage Loan Borrower, any principal thereof or any Affiliate thereof (each, a “Mortgage Loan Borrower
Related Party”), and receive payments on such other loans or extensions of credit to Mortgage Loan Borrower Related Parties
and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement and the transactions
contemplated hereby were not in effect.


 


Section 19.         
Sale of the Junior and Senior Notes.


 


(a)           Each Junior Noteholder agrees that it will not Transfer all or any portion of the Junior Notes without the prior written
consent of the other Noteholders, which consent shall not be unreasonably withheld, conditioned or delayed, provided that
(i) each Junior Noteholder shall have the right to Transfer its Junior Note, or any portion thereof, to a Qualified Institutional
Lender without obtaining such prior written consent, provided that promptly after the Transfer, (x) the other Noteholders
are provided with (I) a representation from a transferee or the applicable Junior Noteholder certifying that such transferee is
a Qualified Institutional Lender and (II) a copy of the assignment and assumption agreement referred to in Section 20 and
(y) such transfer would not cause the related Junior Note to be held by more than five persons nor cause there to be no one Person
owning a majority of such Junior Note and (ii) if any Junior Noteholder wishes to Transfer its Junior Note, or any portion thereof,
to an entity that is not a Qualified Institutional Lender after a Securitization, no consent of the other Noteholders shall be
required, but the applicable Junior Noteholder shall first obtain (and deliver to the other Noteholders) Rating Agency Confirmation
with respect to each Securitization. If a Junior Note is held by more than one Junior Noteholder at any time, the holders of a
majority of the Principal Balance of such Junior Note shall immediately appoint a representative to exercise all rights of the
Junior Noteholders hereunder. Notwithstanding the foregoing, without the prior consent of the Senior Noteholders, which may be
withheld in such Noteholders’ sole discretion, no Junior


 






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Noteholder shall Transfer all or any portion of the applicable Junior
Note to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party without obtaining Rating Agency Confirmation with
respect to each Securitization and any such Transfer shall be absolutely null and void and shall vest no rights in the purported
transferee. Each Junior Noteholder agrees it will pay the expenses of the other Noteholders (including all expenses of the Master
Servicer and the Special Servicer) in connection with any such Transfer. The Agent shall provide two (2) Business Days prior written
notice to each Rating Agency of any Transfer. Notwithstanding the foregoing, the provisions of this Section 19(a) shall
not be applicable to the transfer of all of the Junior Notes from the Junior Noteholders to Teacher Insurance and Annuity Association
of America on November 18, 2016.


 


(b)           Notwithstanding the foregoing, each Junior Noteholder shall have the right, without the need to obtain the consent of the
other Noteholders or any other Person, to Transfer 49% or less (in the aggregate) of its interest in the applicable Junior Note
to a Person that has no direct rights with respect to such Junior Note or to a Qualified Institutional Lender; provided
that any such Transfer shall be made in accordance with the terms of this Section 19. Notwithstanding anything herein
to the contrary, no Junior Noteholder shall Transfer all or any portion of the applicable Junior 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. All Transfers under Section 19(a) and (b) shall be made upon written notice to the other Noteholders
not later than the date of such Transfer, and each transferee shall (i) execute an assignment and assumption agreement whereby
such transferee assumes all or a ratable portion, as the case may be, of the obligations of the applicable Junior Noteholder hereunder
with respect to the related Junior Note first arising from and after the date of such assignment (or, in the case, of a pledge,
collateral assignment or other encumbrance made in accordance with Section 19(e) by such Junior Noteholder of the related
Junior Note solely as security for a loan to such Junior Noteholder made by a third-party lender whereby such Junior Noteholder
remains fully liable under this Agreement, on or before the date on which such lender succeeds to the rights of such Junior Noteholder
by foreclosure or otherwise, such third-party lender executes an agreement that such lender shall be bound by the terms and provisions
of this Agreement and the obligations of such Junior Noteholder hereunder) and (ii) agree in writing to be bound by the Servicing
Agreement, unless the Servicing Agreement is not then in effect with respect to the Mortgage Loan, in which event the parties will
enter into or agree to be bound by any replacement servicing agreement therefor in accordance with the provisions hereof. Upon
the consummation of a Transfer of all or any portion of a Junior Note in accordance with this Agreement, the transferring Person
shall be released from all liability arising under this Agreement with respect to that Junior Note (or the portion thereof that
was the subject of such Transfer), for the period after the effective date of such Transfer (it being understood and agreed that
the foregoing release shall not apply in the case of a sale, assignment, transfer or other disposition of a participation interest
in such Junior Note as described in clause (c) below). In connection with any such permitted Transfer of a portion of a Junior
Note and for all purposes of this Agreement, the other Noteholders need only recognize the majority holder of the applicable Junior
Note for purposes of notices, consents and other communications between Noteholders, and such majority holder of the applicable
Junior Note shall be the only Person authorized hereunder to exercise any rights of the Junior Noteholders under this Agreement;
provided, however, the majority holder of any Junior Note may from time to time designate any other Person as an
additional party entitled to receive notices, consents and other


 






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communications and/or to exercise rights on behalf of the applicable
Junior Noteholder hereunder by delivering written notice thereof to the other Noteholders, and, from and after delivery of such
notice, such designee shall be so authorized hereunder and shall be the only party entitled to receive such notices, consents and
such other communications and/or to exercise such rights.


 


(c)           In the case of any sale, assignment, transfer or other disposition of a participation interest in a Note, (i) such
Noteholder’s obligations under this Agreement shall remain unchanged, (ii) such Noteholder shall remain solely responsible
for the performance of such obligations, (iii) the other Noteholders and any Persons acting on its behalf shall continue to
deal solely and directly with such Noteholder in connection with such Noteholder’s rights and obligations under this Agreement
and the Servicing Agreement, and (iv) all amounts payable hereunder shall be determined as if such Noteholder had not sold such
participation interest; provided, however, that if the applicable participant is a Qualified Institutional Lender
(and delivers to the other Noteholders a certification from an authorized officer confirming its status as a Qualified Institutional
Lender), such Noteholder, by written notice to the other Noteholders, may delegate to such participant such Noteholder’s
right to exercise the rights of the Controlling Noteholder hereunder and under the Servicing Agreement; provided, further,
however, that upon the occurrence of a Control Appraisal Period with respect to the Junior Notes, the aforesaid delegation
of rights shall terminate and be of no further force and effect.


 


(d)           The Senior Noteholders shall each have the right to Transfer all or any portion of its respective Note without the prior
consent of any other Noteholder to (i) the depositor for a Securitization of all or any portion of such Note and the related Securitization
Trust, (ii) prior to the occurrence of a Securitization of all or any portion of such Note, a Qualified Institutional Lender (provided
that any Transferee in connection with the Securitization of such Note shall not be required to be a Qualified Institutional Lender)
and (iii) after the occurrence of a Securitization of all or any portion of such Note, to any party in accordance with the applicable
Pooling and Servicing Agreement, except that such Noteholder shall not Transfer all or any portion of such Note to the Mortgage
Loan Borrower or a Mortgage Loan Borrower Related Party without obtaining Rating Agency Confirmation with respect to each Securitization
and any such Transfer to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party shall be absolutely null and void
and shall vest no rights in the purported transferee; provided that, after a Securitization, if a Senior Noteholder intends
to transfer its Note to an entity that is not a Qualified Institutional Lender it must first obtain Rating Agency Confirmation
from each Rating Agency rating a Securitization.


 


(e)           Notwithstanding any other provision hereof, any Noteholder may pledge (a “Pledge”) its Note to any entity
(other than the Mortgage Loan Borrower or any Affiliate thereof) which has extended a credit or repurchase facility to such Noteholder
and that is either a Qualified Institutional Lender or a financial institution whose long-term unsecured debt is rated at least
“A” (or the equivalent) or better by each Rating Agency (a “Note Pledgee”), on terms and conditions
set forth in this Section 19(e), it being further agreed that a financing provided by a Note Pledgee to a Noteholder
or any person which Controls such Noteholder that is secured by such Noteholder’s interest in the applicable 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) prior to a Securitization,


 






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the
consent of each other Noteholder and, (b) after a Securitization, Rating Agency Confirmation. Upon written notice by the applicable
Noteholder to the other Noteholders and any Servicer that a Pledge has been effected (including the name and address of the applicable
Note Pledgee), each of the other Noteholders agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give
the Note Pledgee written notice of any default by the pledging Noteholder in respect of its obligations under this Agreement of
which default such Noteholder has actual knowledge; (ii) to allow such Note Pledgee a period of ten (10) days to cure
a default by the pledging Noteholder in respect of its obligations to the other Noteholder 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 Noteholder shall give to such Note Pledgee copies of any notice of
default under this Agreement simultaneously with the giving of same to the pledging Noteholder and accept any cure thereof by such
Note Pledgee which such pledging Noteholder has the right (but not the obligation) to effect hereunder, as if such cure were made
by such pledging Noteholder; (v) that such other Noteholder 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 Noteholder; and (vi) that, upon written notice (a “Redirection Notice”) to the other Noteholders
and any Servicer by such Note Pledgee that the pledging Noteholder is in default, beyond any applicable cure periods, under the
pledging Noteholder’s obligations to such Note Pledgee pursuant to the applicable credit agreement between the pledging Noteholder
and such Note Pledgee (which notice need not be joined in or confirmed by the pledging Noteholder), and until such Redirection
Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee shall be entitled to receive any payments that any Noteholder
or Servicer would otherwise be obligated to pay to the pledging Noteholder from time to time pursuant to this Agreement or any
Servicing Agreement. Any pledging Noteholder hereby unconditionally and absolutely releases the other Noteholders and any Servicer
from any liability to the pledging Noteholder on account of any Noteholder’s or Servicer’s compliance with any Redirection
Notice believed in good faith by any Servicer or any such other Noteholder to have been delivered by a Note Pledgee. Note Pledgee
shall be permitted to exercise fully its rights and remedies against the pledging Noteholder 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 Noteholders and any Servicer shall recognize such Note Pledgee (and any transferee other than the Mortgage Loan Borrower or
any Affiliate thereof which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Note Pledgee
or any transfer in lieu of foreclosure), and its successor and assigns, as the successor to the pledging Noteholder’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 Noteholder 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 19(e) shall remain effective as to any Noteholder (and any Servicer) unless and until such Note Pledgee
shall have notified any such Noteholder (and any Servicer, as applicable) in writing that its interest in the pledged Note has
terminated.


 


(f)            Notwithstanding any provisions herein to the contrary, if a conduit (“Conduit”) which is not a Qualified
Institutional Lender provides financing to a Noteholder then


 






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such Noteholder 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 Noteholder to finance the acquisition
and holding of its Note will require a third party (the “Conduit Credit Enhancer”) to provide credit enhancement;


 


(ii)          
The Conduit Credit Enhancer and conduit manager (if Moody’s rates the Securitization) will be a Qualified Institutional
Lender;


 


(iii)         
Such Noteholder will pledge (or sell, transfer or assign as part of a repurchase facility) its interest in the applicable
Note to the Conduit as collateral for the Conduit Inventory Loan;


 


(iv)         
The Conduit Credit Enhancer and the Conduit will agree that, if such Noteholder 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 Noteholder, the
Conduit Credit Enhancer will purchase the Conduit Inventory Loan from the Conduit, and the Conduit will assign the pledge of such
Noteholder’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 the consent
of each other Noteholder, have any greater right to acquire the interests in the Note pledged by such Noteholder, 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 20.          Registration
of Transfer. 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 whereby such transferee assumes all of the obligations of the
applicable Noteholder hereunder with respect to such Note thereafter accruing and agrees to be bound by the terms of this Agreement,
including the restriction on Transfers set forth in Section 19, from and after the date of such assignment. Notwithstanding
the preceding sentence, a Trustee shall not be required to execute an assignment and assumption agreement in connection with any
Transfer of a Note if the obligations are assumed pursuant to the Servicing Agreement. 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 19 and this Section 20. Any such purported Transfer shall be absolutely null and
void and shall vest no rights in the purported transferee. Each Noteholder desiring to effect such Transfer shall, and does hereby
agree to, indemnify the Agent and any other Noteholder against any liability that may result if the Transfer is not made in accordance
with the provisions of this Agreement. Upon a Securitization of the Lead Securitization Note, the Certificate Administrator shall
automatically become and be the Agent.


 


Section 21.          Registration
of Notes. 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






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Agent shall serve as the initial Note registrar and the Agent hereby accepts such
appointment. The names and addresses of the holders of the Notes and the names and addresses of any transferee of any Note of
which the Agent has received notice, in the form of a copy of the assignment and assumption agreement referred to in Section
20, 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, except in the case of the Initial Senior Noteholders
and the Initial Junior Noteholders who may hold their Notes through a nominee. Upon request of a Noteholder, the Agent shall provide
such party with the names and addresses of the Noteholders. To the extent another party is appointed as Agent hereunder, the Senior
Noteholders and the Junior Noteholders hereby designate such person as its agent under this Section 21 solely for purposes
of maintaining the Note Register.


 


Section 22.          Statement
of Intent. The Agent and each Noteholder intend that the Notes be classified and maintained as a grantor trust under subpart
E, part I of subchapter J of chapter 1 of the Code that is a fixed investment trust within the meaning of Treasury Regulation
§301.7701-4(c), and the parties will not take any action inconsistent with such classification. It is neither the purpose
nor the intent of this Agreement to create a partnership, joint venture, “taxable mortgage pool” or association taxable
as a corporation among the parties.


 


Section 23.          No Pledge.
This Agreement shall not be deemed to represent a pledge of any interest in any Mortgage Loan by any Noteholder to another Noteholder.
Except as otherwise provided in this Agreement and the Servicing Agreement, the Junior Noteholders shall not have any interest
in any property taken as security for any Mortgage Loan, provided, however, that if any such property or the proceeds
of any sale, lease or other disposition thereof shall be received, then the Junior Noteholders shall be entitled to receive their
share of such application in accordance with the terms of this Agreement and/or the Servicing Agreement.


 


Section 24.          Cooperation in Securitization.


 


(a) Each Noteholder
acknowledges that any Noteholder may elect, in its sole discretion, and at its sole cost and expense, to include its Note in
a Securitization. In connection with a Securitization and subject to the terms of the preceding sentence, (x) at the request
of the securitizing Noteholder, each non-securitizing Noteholder shall use reasonable efforts, at the securitizing
Noteholder’s expense, to satisfy, and to cooperate with the securitizing Noteholder in attempting to cause the Mortgage
Loan Borrower to satisfy, the market standards to which such securitizing Noteholder customarily adheres or which may be
reasonably required in the marketplace or by the Rating Agencies in connection with the Securitization, including, entering
into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate
with the securitizing Noteholder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the
Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect the
Securitization; provided, however, that no non-securitizing Noteholder 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, such Noteholder or (ii) increase such Noteholder’s obligations (other than to an immaterial extent)
or decrease such Noteholder’s rights, remedies or protections (other than to an 


 






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immaterial
extent). In connection with the Securitization, each non-securitizing Noteholder shall, at the sole cost and expense of the securitizing
Noteholder, to provide for inclusion in any disclosure document relating to the related Securitization such information concerning
such non-securitizing Noteholder and the other Notes as the securitizing Noteholder reasonably determines to be necessary or appropriate;
and (y) each non-securitizing Noteholder shall cooperate, at the sole cost and expense of the securitizing Noteholder, with the
reasonable requests of each Rating Agency and the securitizing Noteholder in connection with the 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 it and the other Notes in any Securitization document. Each Noteholder acknowledges
that any information provided by it to a securitizing Noteholder may be incorporated into the offering documents for a Securitization.
Each securitizing Noteholder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of,
the non-securitizing Noteholders.


 


(b) A
securitizing Noteholder may, at its election, deliver to the other Noteholders drafts of the preliminary and final
Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the
servicing agreement at such time as it deems necessary or appropriate in connection with the Securitization of the related
Note. Each of the non-securitizing Noteholders may, at its election, review and comment thereon insofar as it relates to such
Noteholder or its Note, and, if such non-securitizing Noteholder elects to review and comment, such non-securitizing
Noteholder shall review and comment thereon as soon as possible but in no event later than two (2) Business Days of its
receipt thereof (or five (5) Business Days after receipt, in the case of the first draft thereof delivered to such
non-securitizing Noteholder) and if such non-securitizing Noteholder fails to respond within such time, such non-securitizing
Noteholder shall be deemed to have elected to not comment thereon, provided that if such non-securitizing Noteholder
elects to review and comment, any such review and comments with respect to the final draft distributed in connection with the
preparation of the preliminary and final offering memoranda for printing shall be made no later than 9:00 am, New York City
time, on the Business Day following its receipt thereof and if such non-Securitizing Noteholder fails to respond by such
time, such non-Securitizing Noteholder shall be deemed to have elected to not comment thereon. In the event of any
disagreement between such non-Securitizing Noteholder with respect to the preliminary and final offering memoranda,
prospectus supplement, free writing prospectus or any other disclosure documents the Securitizing Noteholder’s
determination shall control. A non-Securitizing Noteholder has no obligation and shall have no liability with respect to any
such offering documents other than the accuracy of any comments it elects to make or refrain from making, regarding
itself.


 


(c) Notwithstanding
anything herein to the contrary, each Senior Noteholder acknowledge and agree that (i) the Junior Noteholders shall not be
required to incur any out-of-pocket expenses in connection with a Securitization of the Senior Notes and (ii) no
Junior Noteholder shall be required to disclose any of the beneficial owners of the managed account on behalf of which it is
holding a Junior Note.


 


Section 25.          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
DUTIES OF THE


 






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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. 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 26.         
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 27.          Modifications. This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed
by the parties hereto (other than as set forth in Section 5(b)). Additionally, from and after a Securitization, this Agreement
may not be modified in any manner that is materially adverse to the Senior Noteholders unless a Rating Agency Confirmation has
been delivered with respect to each Securitization, except that no Rating Agency Confirmation shall be required in connection with
a modification pursuant to Section 40 or to cure any ambiguity or to correct or supplement any provision herein that may
be defective or inconsistent with any other provisions herein or with the Servicing Agreement.


 


Section 28.         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, none of the provisions of this


 






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Agreement
shall be for the benefit of or enforceable by any Person not a party hereto. Subject to Section 19, each Noteholder 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 Senior Noteholders or the Junior Noteholders, as applicable, hereunder, including, without limitation,
the right to make further assignments and grant additional Notes.


 


Section 29.         
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 30.        
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 31.         
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 32.        
Entire Agreement. This Agreement constitutes the entire agreement among 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 33.         
Withholding Taxes.


 


(a)           If the Lead Securitization Noteholder 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 Noteholder or any Junior Noteholder with respect to
the Mortgage Loan as a result of any Non-Lead Securitization Noteholder or any Junior Noteholder constituting a Non-Exempt Person,
the Lead Securitization Noteholder, in its capacity as Servicer, shall be entitled to do so with respect to such Non-Lead Securitization
Noteholder’s or Junior Noteholder’s interest in such payment (all withheld amounts being deemed paid to such Noteholder),
provided that the Lead Securitization Noteholder shall furnish such Noteholder 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 Noteholder
to seek any allowable credits or deductions for the Taxes so withheld in each jurisdiction in which such Noteholder is subject
to tax.


 


(b)           Each Non-Lead Securitization Noteholder (to the extent it is not the same entity as the Lead Securitization Noteholder)
and each Junior Noteholder shall and hereby agree to indemnify the Lead Securitization Noteholder against and hold the Lead Securitization
Noteholder harmless from and against any Taxes, interest, penalties and attorneys’ fees and


 






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disbursements arising or resulting
from any failure of the Lead Securitization Noteholder (or the Servicer on its behalf) to withhold Taxes from payment made to such
Non-Lead Securitization Noteholder or such Junior Noteholder in reliance upon any representation, certificate, statement, document
or instrument made or provided by such Non-Lead Securitization Noteholder or such Junior Noteholder to the Lead Securitization
Noteholder in connection with the obligation of the Lead Securitization Noteholder to withhold Taxes from payments made to such
Noteholders, it being expressly understood and agreed that (i) the Lead Securitization Noteholder 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) each Non-Lead Securitization Noteholder and each Junior Noteholder
shall, upon request of the Lead Securitization Noteholder and at its sole cost and expense, defend any claim or action relating
to the foregoing indemnification using counsel selected by the Lead Securitization Noteholder.


 


(c)           Each Non-Lead Securitization Noteholder (to the extent it is not the same entity as the Lead Securitization Noteholder)
and each Junior Noteholder represents to the Lead Securitization Noteholder (for the benefit of the Mortgage Loan Borrower) that
it is not a Non-Exempt Person and that neither the Lead Securitization Noteholder nor the Mortgage Loan Borrower is obligated under
applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise pursuant to this Agreement.
Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of this Agreement, the
Non-Lead Securitization Noteholders (to the extent it is not the same entity as the Lead Securitization Noteholder) and the Junior
Noteholders shall deliver to the Lead Securitization Noteholder or Servicer, as applicable, evidence satisfactory to the Lead Securitization
Noteholder substantiating that such Noteholder is not a Non-Exempt Person and that the Lead Securitization Noteholder 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 such Noteholder 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 Noteholder an Internal Revenue Service Form W-9 and (ii) if such Noteholder 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 Noteholder shall satisfy the requirements of the preceding sentence by furnishing to the Lead Securitization
Noteholder Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments) or Form W-8BEN, or successor forms,
as may be required from time to time, duly executed by such Noteholder, as evidence of such Noteholder’s exemption from the
withholding of United States tax with respect thereto. The Lead Securitization Noteholder shall not be obligated to make any payment
hereunder to any Non-Lead Securitization Noteholders or the Junior Noteholder in respect of their respective Notes or otherwise
until such Noteholder shall have furnished to the Lead Securitization Noteholder the requested forms, certificates, statements
or documents.


 


Section 34.         
Custody of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than the Non-Lead
Securitization Notes and the Junior Notes)


 






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will be held by the Lead Securitization Noteholder (or a custodian acting on behalf
of the Lead Securitization Noteholder) on behalf of the registered holders of the Notes.


 


Section 35.         
[Reserved] 


 


Section 36.         
Notices. All notices required hereunder shall be given by (i) telephone (confirmed promptly in writing) or shall
be in writing and personally delivered, (ii) sent by facsimile transmission (during business hours) if the sender on the same day
sends a confirming copy of such notice by reputable overnight delivery service (charges prepaid), (iii) reputable overnight delivery
service (charges prepaid) or (iv) certified United States mail, postage prepaid return receipt requested, and addressed to the
respective parties at their addresses set forth on Exhibit B hereto, or at such other address as any party shall hereafter
inform the other party by written notice given as aforesaid. All written notices so given shall be deemed effective upon receipt.


 


All notices and reports
(including, without limitation, Asset Status Reports) required to be delivered hereunder by the Lead Securitization Noteholder
(or the Servicer on its behalf) to the Controlling Noteholder (or its Controlling Noteholder Representative), or by the Controlling
Noteholder (or its Controlling Noteholder Representative) to the Lead Securitization Noteholder (or the Servicer on its behalf),
shall also be delivered by the applicable party to the other Noteholders.


 


Section 37.         
Broker. Each Noteholder represents to each other Noteholder that no broker was responsible for bringing about this
transaction.


 


Section 38.         
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 20;


 


(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 of the Noteholders pursuant to the provisions of this Agreement, unless it has received
indemnity reasonably satisfactory to it;


 


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


 


(e)           The Agent shall not be bound to make any investigation into the facts or matters stated in any officer’s certificate
or assignment and assumption agreement delivered to the Agent pursuant to Section 20; and


 






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(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.


 


Section 39.         
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead
Securitization Noteholder. In the event that the Agent is terminated pursuant to this Section 39, all of its rights and
obligations under this Agreement shall be terminated, other than any rights or obligations that accrued prior to the date of such
termination.


 


The Agent may resign
at any time on ten (10) days’ prior notice, so long as a successor Agent, reasonably satisfactory to the Noteholders (it
being agreed that the Servicer, the Trustee or a Certificate Administrator in a Securitization is satisfactory to the Noteholders),
has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. SG, as Initial Agent, may transfer its
rights and obligations to the Servicer, the Trustee or the Certificate Administrator, as successor Agent, at any time without the
consent of any Noteholder. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of
the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent
under this Agreement in place of SG without any further notice or other action. The termination or resignation of such Certificate
Administrator, as Certificate Administrator under the Servicing Agreement, shall be deemed a termination or resignation of such
Certificate Administrator as Agent under this Agreement, and any successor certificate administrator 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 40.        
Resizing. For so long as Note A-2, Note A-3, Note A-4, Note A-5, Note A-7, Note A-8, Note A-9 or Note A-10, as the
case may be, is not in a Securitization, the related Noteholder shall have the right, subject to the terms of the Mortgage Loan
Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New Notes”),
reallocating the principal of such Note among New Notes; reducing the Interest Rates of such New Notes or severing such Note into
one or more further “component” notes in an aggregate principal amount equal to the then outstanding principal balance
of such Note, provided that (i) the aggregate principal balance of the New Notes following such amendments is no greater
than the principal balance of such Note prior to such amendments, (ii) all such New Notes continue to have the same or a lower
interest rate as such Note prior to such amendments, (iii) all such New Notes pay pro rata and on a pari passu
basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Noteholder
holding such New Notes shall notify the parties to the Servicing Agreement in writing of such modified allocations and principal
amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Mortgage Loan
Agreement and this Agreement (or to amend and restate the Mortgage Loan Agreement and this Agreement) on behalf of any or all of
the Holders solely for the purpose of reflecting such reallocation of principal, reduction of Interest Rates or such severing of
such Note, (2) if such Note is severed into “component” notes, such component notes shall each have their same rights
as the respective original Note and (3) the definition of the term “Securitization” and all of the related defined
terms may be amended (and new terms added, as necessary) to reflect the New


 






    79 


    	 



    

 


Notes. Rating Agency Confirmation shall not be required
for any amendments to this Agreement required to facilitate the terms of this Section 40.


 


[SIGNATURE PAGE FOLLOWS]


 






    80 


    	 



    

 


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





	 	 	 
	 	SOCIÉTÉ GÉNÉRALE, as Initial Note A-1 Holder and Initial Agent
	 	 
	 	By:	/s/ Jim Barnard
	 	 	Name: Jim Barnard
	 	 	Title: Director
	 	 	 
	 	SOCIÉTÉ GÉNÉRALE,
as Initial Note A-2 Holder
	 	 	 
	 	By:	/s/ Jim Barnard
	 	 	Name: Jim Barnard
	 	 	Title: Director
	 	 	 
	 	SOCIÉTÉ GÉNÉRALE,
as Initial Note A-3 Holder
	 	 	 
	 	By:	/s/ Jim Barnard
	 	 	Name: Jim Barnard
	 	 	Title: Director



 





Potomac
Mills Co-Lender AGREEMENT


 











     


    	 



    










	 	 	 
	 	BANK OF AMERICA, N.A., as Initial Note A-4 Holder
	 	 
	 	By:	/s/ Steven Wasser
	 	 	Name: Steven Wasser
	 	 	Title: Managing Director
	 	 	 
	 	BANK OF AMERICA, N.A., as
Initial Note A-5 Holder
	 	 	 
	 	By:	/s/ Steven Wasser
	 	 	Name: Steven Wasser
	 	 	Title: Managing Director





 


Potomac
Mills Co-Lender AGREEMENT


 



     


    	 



    




 








	 	 	 
	 	CANTOR COMMERCIAL REAL ESTATE
LENDING, L.P., as Initial Note A-6 Holder
	 	 
	 	By:	/s/ Anthony Orso
	 	 	Name: Anthony Orso
	 	 	Title: CEO-CCRE
	 	 	 
	 	CANTOR COMMERCIAL REAL ESTATE
LENDING, L.P., as Initial Note A-7 Holder
	 	 	 
	 	By:	/s/ Anthony Orso
	 	 	Name: Anthony Orso
	 	 	Title: CEO-CCRE
	 	 	 
	 	CANTOR COMMERCIAL REAL ESTATE
LENDING, L.P., as Initial Note A-8 Holder
	 	 	 
	 	By:	/s/ Anthony Orso
	 	 	Name: Anthony Orso
	 	 	Title: CEO-CCRE


 


Potomac
Mills Co-Lender AGREEMENT


 






     


    	 



    










	 	 	 
	 	BARCLAYS BANK PLC, as Initial Note A-9 Holder
	 	 
	 	By:	/s/ Spencer Kagan
	 	 	Name: Spencer Kagan
	 	 	Title: Authorized Signatory


 

















	 	BARCLAYS BANK PLC, as Initial Note A-10 Holder
	 	 
	 	By:	/s/ Spencer Kagan
	 	 	Name: Spencer Kagan
	 	 	Title: Authorized Signatory


 


 


Potomac
Mills Co-Lender AGREEMENT


 









     


    	 



    


 


 





	 	 	 
	 	SOCIÉTÉ GÉNÉRALE,
as Initial Note B-1 Holder
	 	 
	 	By:	/s/ Jim Barnard
	 	 	Name: Jim Barnard
	 	 	Title: Director
	 	 	 
	 	SOCIÉTÉ GÉNÉRALE,
as Initial Note B-2 Holder
	 	 	 
	 	By:	/s/ Jim Barnard
	 	 	Name: Jim Barnard
	 	 	Title: Director
	 	 	 
	 	SOCIÉTÉ GÉNÉRALE, as Initial Note B-3 Holder
	 	 	 
	 	By:	/s/ Jim Barnard
	 	 	Name: Jim Barnard
	 	 	Title: Director


 


Potomac
Mills Co-Lender AGREEMENT


 






     


    	 



    




	 	 	 
	 	BANK OF AMERICA, N.A., as Initial Note B-4 Holder
	 	 
	 	By:	/s/ Steven Wasser
	 	 	Name: Steven Wasser
	 	 	Title: Managing Director
	 	 	 
	 	BANK OF AMERICA, N.A., as
Initial Note B-5 Holder
	 	 	 
	 	By:	/s/ Steven Wasser
	 	 	Name: Steven Wasser
	 	 	Title: Managing Director


 


Potomac
Mills Co-Lender AGREEMENT


 






     


    	 



    

 





	 	 	 
	 	CANTOR COMMERCIAL REAL ESTATE
LENDING, L.P., as Initial Note B-6 Holder
	 	 
	 	By:	/s/ Anthony Orso
	 	 	Name: Anthony Orso
	 	 	Title: CEO-CCRE
	 	 	 
	 	CANTOR COMMERCIAL REAL ESTATE
LENDING, L.P., as Initial Note B-7 Holder
	 	 	 
	 	By:	/s/ Anthony Orso
	 	 	Name: Anthony Orso
	 	 	Title: CEO-CCRE
	 	 	 
	 	CANTOR COMMERCIAL REAL ESTATE
LENDING, L.P., as Initial Note B-8 Holder
	 	 	 
	 	By:	/s/ Anthony Orso
	 	 	Name: Anthony Orso
	 	 	Title: CEO-CCRE


 


Potomac
Mills Co-Lender AGREEMENT


 






     


    	 



    




	 	 	 
	 	BARCLAYS BANK PLC, as Initial Note B-9 Holder
	 	 
	 	By:	/s/ Spencer Kagan
	 	 	Name: Spencer Kagan
	 	 	Title: Authorized Signatory








	 	 	 
	 	BARCLAYS BANK PLC, as Initial
Note B-10 Holder
	 	 
	 	By:	/s/ Spencer Kagan
	 	 	Name: Spencer Kagan
	 	 	Title: Authorized Signatory








 


Potomac
Mills Co-Lender AGREEMENT


 






     


    	 



    

 


EXHIBIT A



MORTGAGE LOAN SCHEDULE


 


A.       Description
of Mortgage Loan:


 


	Mortgage Loan Agreement:	Loan Agreement, dated as of October 5, 2016 and the Mortgage Loan Borrower
	Mortgage Loan Borrower:	Mall At Potomac Mills, LLC
	Date of the Mortgage Loan Agreement and the Mortgage: 	October 5, 2016
	Initial Principal Amount of Mortgage Loan:	$416,000,000
	Location of Mortgaged Property:	Woodbridge, Virginia
	Initial Maturity Date:	November 1, 2026


 


B.       Description of
Note Interests:


 


	Initial Note A-1 Principal Balance:	$40,000,000
	Initial Note A-2 Principal Balance:	$20,000,000
	Initial Note A-3 Principal Balance:	$12,750,000
	Initial Note A-4 Principal Balance:	$52,000,000
	Initial Note A-5 Principal Balance:	$20,750,000
	Initial Note A-6 Principal Balance:	$30,000,000
	Initial Note A-7 Principal Balance:	$35,000,000
	Initial Note A-8 Principal Balance:	$7,750,000
	Initial Note A-9 Principal Balance:	$36,375,000
	Initial Note A-10 Principal Balance:	$36,375,000



 






     A-1


    	 



    

 


	Initial Note B-1 Principal Balance:	$17,182,131
	Initial Note B-2 Principal Balance:	$8,591,065
	Initial Note B-3 Principal Balance	$5,476,804
	Initial Note B-4 Principal Balance:	$22,336,770
	Initial Note B-5 Principal Balance:	$8,913,230
	Initial Note B-6 Principal Balance	$12,886,598
	Initial note B-7 Principal Balance	$15,034,364
	Initial Note B-8 Principal Balance	$3,329,038
	Initial Note B-9 Principal Balance	$22,336,770
	Initial Note B-10 Principal Balance	$8,913,230
	Initial Note A-1 Percentage Interest: 	9.6%
	Initial Note A-2 Percentage Interest: 	4.8%
	Initial Note A-3 Percentage Interest: 	3.0%
	Initial Note A-4 Percentage Interest: 	12.5%
	Initial Note A-5 Percentage Interest: 	4.9%
	Initial Note A-6 Percentage Interest: 	7.2%
	Initial Note A-7 Percentage Interest:	7.2%
	Initial Note A-8 Percentage Interest:	3.0%
	Initial Note A-9 Percentage Interest:	8.7%
	Initial Note A-10 Percentage Interest:	8.7%
	Initial Note B-1 Percentage Interest	4.1%
	Initial Note B-2 Percentage Interest	2.0%



 






     A-2


    	 



    

 


	Initial Note B-3 Percentage Interest	1.3%
	Initial Note B-4 Percentage Interest:	5.3%
	Initial Note B-5 Percentage Interest:	2.1%
	Initial Note B-6 Percentage Interest:	3.1%
	Initial Note B-7 Percentage Interest:	3.1%
	Initial Note B-8 Percentage Interest:	1.3%
	Initial Note B-9 Percentage Interest:	5.3%
	Initial Note B-10 Percentage Interest:	2.1%
	Initial Note A-1 Rate:	2.988213%
	Initial Note A-2 Rate:	2.988213%
	Initial Note A-3 Rate:	2.988213%
	Initial Note A-4 Rate:	2.988213%
	Initial Note A-5 Rate:	2.988213%
	Initial Note A-6 Rate:	2.988213%
	Initial Note A-7 Rate:	2.988213%
	Initial Note A-8 Rate:	2.988213%
	Initial Note A-9 Rate:	2.988213%
	Initial Note A-10 Rate: 	2.988213%
	Initial Note B-1 Rate:	4.550000%
	Initial Note B-2 Rate:	4.550000%
	Initial Note B-3 Rate:	4.550000%
	Initial Note B-4 Rate:	4.550000%



 






     A-3


    	 



    

 


	Initial Note B-5 Rate:	4.550000%
	Initial Note B-6 Rate:	4.550000%
	Initial Note B-7 Rate:	4.550000%
	Initial Note B-8 Rate:	4.550000%
	Initial Note B-9 Rate:	4.550000%
	Initial Note B-10 Rate:	4.550000%





 






     A-4


    	 



    

 


EXHIBIT B


 


Initial Note A-1 Holder:

Société Générale



Notice Address:

Société Générale

245 Park Avenue

New York, New York 10167

Attention: Jim Barnard



with a copy to:



Société Générale

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: General Counsel






 


Initial Note A-2 Holder:

Société Générale



Notice Address:

Société Générale

245 Park Avenue

New York, New York 10167

Attention: Jim Barnard



with a copy to:



Société Générale

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: General Counsel






 


Initial Note A-3 Holder:

Société Générale



Notice Address:

Société Générale

245 Park Avenue

New York, New York 10167

Attention: Jim Barnard



with a copy to:


 






     B-1


    	 



    

 


Société Générale

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: General Counsel


 


Initial Note A-4 Holder:

Bank of America, N.A.



Notice Address:

Bank of America, N.A. 


NC1-027-15-01 


214 North Tryon Street 


Charlotte, North Carolina 28255 


Attention: Steven L. Wasser 


Email: steve.l.wasser@baml.com


 


with a copy to:


 


Bank of America Corporation 


NC1-027-18-05 


214 North Tryon Street 


Charlotte, North Carolina 28255 


Attention: W. Todd Stillerman, Esq. 


Email: william.stillerman@bankofamerica.com


 


Initial Note A-5 Holder:

Bank of America, N.A.



Notice Address:

Bank of America, N.A. 


NC1-027-15-01 


214 North Tryon Street 


Charlotte, North Carolina 28255 


Attention: Steven L. Wasser 


Email: steve.l.wasser@baml.com


 


with a copy to:


 


Bank of America Corporation 


NC1-027-18-05 


214 North Tryon Street 


Charlotte, North Carolina 28255 


Attention: W. Todd Stillerman, Esq. 


Email: william.stillerman@bankofamerica.com


 






     B-2


    	 



    

 


Initial Note A-6 Holder:

Cantor Commercial Real Estate Lending, L.P.



Notice Address:

Cantor Commercial Real Estate Lending, L.P. 


110 East 59th Street, 6th Floor 


New York, New York 10022 


Attention: Legal Department 


Facsimile No.: (212) 610-3623 


E-Mail: legal@ccre.com


 


with a copy to:


 


Cadwalader, Wickersham & Taft LLP 


200 Liberty Street 


New York, New York 10281 


Attention: Lisa Pauquette, Esq. 


Facsimile No.: (212) 504-6666


 


Initial Note A-7 Holder:

Cantor Commercial Real Estate Lending, L.P.



Notice Address:

Cantor Commercial Real Estate Lending, L.P. 


110 East 59th Street, 6th Floor 


New York, New York 10022 


Attention: Legal Department 


Facsimile No.: (212) 610-3623 


E-Mail: legal@ccre.com


 


with a copy to:


 


Cadwalader, Wickersham & Taft LLP 


200 Liberty Street 


New York, New York 10281 


Attention: Lisa Pauquette, Esq. 


Facsimile No.: (212) 504-6666


 


Initial Note A-8 Holder:

Cantor Commercial Real Estate Lending, L.P.



Notice Address:

Cantor Commercial Real Estate Lending, L.P. 


110 East 59th Street, 6th Floor 


New York, New York 10022 


Attention: Legal Department


 






     B-3


    	 



    

 


Facsimile No.: (212) 610-3623 


E-Mail: legal@ccre.com


 


with a copy to:


 


Cadwalader, Wickersham & Taft LLP 


200 Liberty Street 


New York, New York 10281 


Attention: Lisa Pauquette, Esq. 


Facsimile No.: (212) 504-6666


 


Initial Note A-9 Holder:

Barclays Bank PLC



Notice Address:

Barclays Bank PLC 


745 Seventh Avenue 


New York, New York 10019 


Attention: Michael Birajiclian


 


Initial Note A-10 Holder:

Barclays Bank PLC



Notice Address:

Barclays Bank PLC 


745 Seventh Avenue 


New York, New York 10019 


Attention: Michael Birajiclian


 


Initial Note B-1 Holder:

Société Générale



Notice Address:

Société Générale

245 Park Avenue

New York, New York 10167

Attention: Jim Barnard



with a copy to:



Société Générale

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: General Counsel


 


Initial Note B-2 Holder:


 






     B-4


    	 



    

 


Société Générale



Notice Address:

Société Générale

245 Park Avenue

New York, New York 10167

Attention: Jim Barnard



with a copy to:



Société Générale

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: General Counsel


 


Initial Note B-3 Holder: 


Société Générale



Notice Address:

Société Générale

245 Park Avenue

New York, New York 10167

Attention: Jim Barnard



with a copy to:



Société Générale

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: General Counsel


 


Initial Note B-4 Holder: 


Bank of America, N.A.



Notice Address:

Bank of America, N.A. 


NC1-027-15-01





214 North Tryon Street





Charlotte, North Carolina 28255





Attention: Steven L. Wasser





Email: steve.l.wasser@baml.com


 


with a copy to:


 


Bank of America Corporation 


NC1-027-18-05


 






     B-5


    	 



    

 


214 North Tryon Street 


Charlotte, North Carolina 28255 


Attention: W. Todd Stillerman, Esq. 


Email: william.stillerman@bankofamerica.com


 


Initial Note B-5 Holder 


Bank of America, N.A.



Notice Address:

Bank of America, N.A. 


NC1-027-15-01 


214 North Tryon Street 


Charlotte, North Carolina 28255 


Attention: Steven L. Wasser 


Email: steve.l.wasser@baml.com


 


with a copy to:


 


Bank of America Corporation 


NC1-027-18-05 


214 North Tryon Street 


Charlotte, North Carolina 28255 


Attention: W. Todd Stillerman, Esq. 


Email: william.stillerman@bankofamerica.com


 


Initial Note B-6 Holder 


Cantor Commercial Real Estate Lending, L.P.



Notice Address:

Cantor Commercial Real Estate Lending, L.P. 


110 East 59th Street, 6th Floor 


New York, New York 10022 


Attention: Legal Department 


Facsimile No.: (212) 610-3623 


E-Mail: legal@ccre.com


 


with a copy to:


 


Cadwalader, Wickersham & Taft LLP 


200 Liberty Street 


New York, New York 10281 


Attention: Lisa Pauquette, Esq. 


Facsimile No.: (212) 504-6666


 






     B-6


    	 



    

 


Initial Note B-7 Holder 


Cantor Commercial Real Estate Lending, L.P.



Notice Address:

Cantor Commercial Real Estate Lending, L.P. 


110 East 59th Street, 6th Floor 


New York, New York 10022 


Attention: Legal Department 


Facsimile No.: (212) 610-3623 


E-Mail: legal@ccre.com


 


with a copy to:


 


Cadwalader, Wickersham & Taft LLP 


200 Liberty Street 


New York, New York 10281 


Attention: Lisa Pauquette, Esq. 


Facsimile No.: (212) 504-6666


 


Initial Note B-8 Holder


Cantor Commercial Real Estate Lending, L.P.



Notice Address:

Cantor Commercial Real Estate Lending, L.P. 


110 East 59th Street, 6th Floor 


New York, New York 10022 


Attention: Legal Department 


Facsimile No.: (212) 610-3623 


E-Mail: legal@ccre.com


 


with a copy to:


 


Cadwalader, Wickersham & Taft LLP 


200 Liberty Street 


New York, New York 10281 


Attention: Lisa Pauquette, Esq. 


Facsimile No.: (212) 504-6666


 


Initial Note B-9 Holder





Barclays Bank PLC



Notice Address:

Barclays Bank PLC 


745 Seventh Avenue 


New York, New York 10019 


Attention: Michael Birajiclian


 






     B-7


    	 



    

 


Initial Note B-10 Holder 


Barclays Bank PLC



Notice Address:

Barclays Bank PLC 


745 Seventh Avenue 


New York, New York 10019 


Attention: Michael Birajiclian


 






     B-8


    	 



    

 


EXHIBIT C



PERMITTED FUND MANAGERS


 


		1.	Alliance Bernstein



 


		2.	Annaly Capital Management



 


		3.	Apollo Global Real Estate



 


		4.	Archon Capital, L.P.



 


		5.	AREA Property Partners



 


		6.	Artemis Real Estate Partners



 


		7.	BlackRock, Inc.



 


		8.	The Blackstone Group International Ltd.



 


		9.	Capital Trust, Inc.



 


		10.	The Carlyle Group



 


		11.	Clarion Partners



 


		12.	Colony Capital, Inc. / Colony Financial, Inc.



 


		13.	CreXus Investment Corporation/Annaly Capital Management



 


		14.	DLJ Real Estate Capital Partners



 


		15.	Dune Real Estate Partners



 


		16.	Eightfold Real Estate Capital, L.P.



 


		17.	Five Mile Capital Partners



 


		18.	Fortress Investment Group LLC



 


		19.	Garrison Investment Group



 


		20.	Goldman, Sachs & Co.



 


		21.	H/2 Capital Partners LLC



 


		22.	Hudson Advisors



 






     C-1


    	 



    

 


		23.	Investcorp International



 


		24.	iStar Financial Inc.



 


		25.	J.E. Roberts Companies



 


		26.	J.P. Morgan Investment Management Inc.



 


		27.	JER Partners



 


		28.	Libermax Capital LLC



 


		29.	LoanCore Capital



 


		30.	Lonestar Funds



 


		31.	Lowe Enterprises



 


		32.	Normandy Real Estate Partners



 


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



 


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



 


		35.	Praedium Group



 


		36.	Raith Capital Partners, LLC



 


		37.	Rialto Capital Management, LLC



 


		38.	Rialto Capital Partners LLC



 


		39.	Rimrock Capital Management LLC



 


		40.	Rockpoint Group



 


		41.	Rockwood



 


		42.	RREEF Funds



 


		43.	Square Mile Capital Management LLC



 


		44.	Starwood Capital/Starwood Financial Trust



 


		45.	Torchlight Investors



 


		46.	Walton Street Capital, LLC



 





		47.	Westbrook Partners


 






     C-2


    	 



    

 


		48.	WestRiver Capital



 


		49.	Wheelock Street Capital



 


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



 


		51.	USAA Real Estate Company



 


		52.	Teachers Insurance and Annuity Association of America



 









     C-3


    	 



    

 


SCHEDULE I


 


The Servicing
Agreement shall:


 


(i)           
provide that the Master Servicer and Trustee shall be required to notify the servicer and trustee of each other Securitization
of the amount of any P&I Advance it has made with respect to the Lead Securitization Note within two Business Days of making
such advance;


 


(ii)          
provide that if the Master Servicer or Trustee determines that a proposed P&I Advance, if made, or any outstanding
P&I Advance previously made, would be, or is, as applicable, a nonrecoverable advance, the Master Servicer shall provide the
other servicers written notice of such determination within two Business Days after such determination was made;


 


(iii)         
provide that the Master Servicer shall remit all payments received (or advanced) with respect to any Non-Lead Securitization
Note, net of its Servicing Fee and any other applicable fees and reimbursements payable to the Master Servicer, the Special Servicer
and the Trustee, to the applicable Non-Lead Securitization Noteholder on the applicable Master Servicer Remittance Date; provided
that, for the avoidance of doubt, any late collections received by the Master Servicer after the related due date under the
Mortgage Loan shall be remitted in accordance with clause (vii) below;


 


(iv)          provide that the Master Servicer agrees to make available to each master servicer under a Non-Lead Servicing Agreement
CREFC® Investor Reporting Package® pursuant to the terms of the Servicing Agreement on a monthly
basis;


 


(v)           provide that the Master Servicer, any primary servicer, the Special Servicer and the Trustee, Certificate Administrator
or other party acting as custodian for the Lead Securitization shall be required to deliver (and shall be required to cause each
other servicer and servicing function participant (within the meaning of Items 1123 and 1122, respectively, of Regulation AB)
retained or engaged by it to deliver), to the parties to any Non-Lead Servicing Agreement, at its own expense, in a timely manner,
the reports, certifications, compliance statements, accountants’ assessments and attestations, information to be included
in reports (including, without limitation, Form 15G, Form 10K, Form 10D, Form 8K), and other materials specified in each of the
Non-Lead Servicing Agreements as the parties to each other Securitization may require in order to comply with their obligations
under the Securities Act of 1933, as amended, Securities Exchange Act of 1934 (including Rule 15Ga-1), as amended, and Regulation
AB, and any other applicable law. Without limiting the generality of the foregoing, if applicable, the Lead Securitization Noteholder
shall provide in a timely manner to the depositor and the trustee for any prior Securitization a copy of the Servicing Agreement
and each Servicer (at the expense of the Lead Securitization Noteholder) will be required, upon prior written request, to provide
to the depositor and the trustee for any prior Securitization any other information required to comply in a timely manner with


 






     I-1


    	 



    

 


applicable filing requirements under Items 1.01 and 6.02 of Form 8-K, any other disclosure information required pursuant to Regulation
AB in a timely manner for inclusion in any disclosure document (and, with respect to the Servicing Agreement, for filing under
Form 8-K), and with respect to the Servicers, upon prior written request, market indemnification agreements, opinions and Regulation
AB compliance letters as were or are being delivered with respect to the Lead Securitization. As used in this Agreement, “Regulation
AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100 229.1125, as
such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the United
States Securities and Exchange Commission (the “Commission”) or by the staff of the Commission, or as may be
provided by the Commission or its staff from time to time, in each case as effective from time to time as of the compliance dates
specified therein. The Master Servicer, any primary servicer and the Special Servicer, upon prior written request, shall each
be required to provide certification and indemnification to each Certifying Person with respect to the Sarbanes-Oxley Certification
(or analogous terms) as such terms are defined in the related Non-Lead Servicing Agreements;


 


(vi)          provide that the servicing duties of each of the Master Servicer and Special Servicer under the Servicing Agreement shall
include the duty to service each Non-Lead Securitization Note on behalf of the related trustees and related certificate holders
in accordance with the terms and provisions of this Agreement;


 


(vii)         provide that any late collections received by the Master Servicer from a Mortgage Loan borrower for which a P&I Advance
has already been paid by a master servicer or trustee under a Non-Lead Servicing Agreement shall be remitted by the Master Servicer
to such master servicer or trustee under a Non-Lead Servicing Agreement, as applicable, within two Business Days of receipt of
properly identified and available funds; provided, however, that to the extent any such amounts are received after
3:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially reasonable efforts to remit such
later collections to the Non-Lead Master Servicer within two Business Days of receipt of properly identified and available funds
but, in any event, the Master Servicer shall remit such amounts within two Business Days of receipt of properly identified and
available funds;


 


(viii)        provide that the Non-Lead Securitization Noteholders are intended third-party beneficiaries in respect of the rights afforded
it under the Servicing Agreement and each master servicer under a Non-Lead Servicing Agreement will be entitled to enforce the
rights of the related Trustee with respect to such Non-Lead Securitization Note under this Agreement and the Servicing Agreement;


 


(ix)          provide that each master servicer and special servicer under any Non-Lead Servicing Agreement shall be a third-party beneficiary
of the Servicing Agreement with respect to all provisions therein expressly relating to compensation, reimbursement or indemnification
of such master servicer or special servicer, as the case may be, and the provisions regarding coordination of Advances;


 






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(x)           provide that it shall not be amended in a manner that materially and adversely affects the rights of the Non-Lead Securitization
Noteholders without their consent;


 


(xi)          satisfy Moody’s rating methodology as of the Securitization Date related to permitted investments and eligible accounts
applicable to securities rated “Aaa” by Moody’s;


 


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


 


(xiii)        provide that “servicer termination events” (or any analogous term under the Servicing Agreement) include customary
market termination events with respect to failure to make advances, failure to remit payments to the Non-Lead Securitization Noteholders
as required, failure to deliver (or cause to be delivered) materials or information required in order for the Non-Lead Securitization
Noteholders or the depositor under a related Non-Lead Servicing Agreement to timely comply with its obligations under the Exchange
Act, the Securities Act or Form SF-3, and for rating agency triggers with respect to any certificates, subject to customary grace
periods (provided that, in the case of failures related to the securities laws, such grace periods will not cause a depositor
under a Non-Lead Servicing Agreement to fail to comply with the applicable provisions of such securities laws); and


 


(xiv)        provide that if a Non-Lead Securitization Note becomes the subject of an “asset review” under a Non-Lead Servicing
Agreement, the applicable parties to the Servicing Agreement are required to reasonably cooperate with the related asset representations
reviewer or other applicable party to such Non-Lead Servicing Agreement in connection with such asset review, including with respect
to providing access to related underlying documents to the extent the asset representations reviewer or such other applicable
party to the Non-Lead Servicing Agreement has not obtained such documents from the related Non-Lead Securitization Noteholder
and such documents are in the possession of the applicable party to the Servicing Agreement.


 






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