Exhibit 4.8 


 







EXECUTION VERSION


 





AGREEMENT BETWEEN NOTEHOLDERS




 


Dated as of September 5, 2016



by and among


 


NATIXIS REAL ESTATE CAPITAL LLC


 


(Initial Note A-1 Holder)


 


and


 


NATIXIS REAL ESTATE CAPITAL LLC


 


(Initial Note A-2 Holder)


 


and


 


NATIXIS REAL ESTATE CAPITAL LLC


 


(Initial Note A-3 Holder)


 


and


 


NATIXIS REAL ESTATE CAPITAL LLC


 


(Initial Note A-4 Holder)


 


and


 


NATIXIS REAL ESTATE CAPITAL LLC


 


(Initial Note A-5 Holder)


 


and


 


NATIXIS REAL ESTATE CAPITAL LLC


 


(Initial Note A-6 Holder)


 


and


 


NATIXIS REAL ESTATE CAPITAL LLC


 


(Initial Note B Holder)


 


QLIC


 




     


     


    

 


THIS AGREEMENT BETWEEN NOTEHOLDERS
(“Agreement”), dated as of September 5, 2016 by and among NATIXIS REAL ESTATE CAPITAL LLC, a Delaware limited
liability company, having an address at 1251 Avenue of the Americas, New York, New York 10020 (together with its successors in
interest, “Natixis”), in its capacity as initial owner of Note A-1 (the “Initial Note A-1 Holder”,
and in its capacity as the initial agent, the “Initial Agent”), Natixis, in its capacity as initial owner of
Note A-2 (the “Initial Note A-2 Holder”), Natixis, in its capacity as initial owner of Note A-3 (the “Initial
Note A-3 Holder”), Natixis, in its capacity as initial owner of Note A-4 (the “Initial Note A-4 Holder”),
Natixis, in its capacity as initial owner of Note A-5 (the “Initial Note A-5 Holder”), Natixis, in its capacity
as initial owner of Note A-6 (the “Initial Note A-6 Holder”), and Natixis, in its capacity as initial owner
of Note B (the “Initial Note B Holder”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to the Mortgage Loan
Agreement (as defined herein), Natixis (in such capacity, the “Original Lender”) originated a certain loan (the
“Mortgage Loan”) described on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”)
to 24th Street LIC LLC (the “Mortgage Loan Borrower”), which was initially evidenced, inter alia,
by that certain Consolidated, Amended and Restated Promissory Note, dated December 28, 2015, in the original principal amount of
$165,000,000 made by the Mortgage Loan Borrower to the Original Lender (as the same may be amended, modified or supplemented from
time to time, the “Original Note”) secured by a first priority Consolidated, Amended and Restated Mortgage,
Assignment of Leases and Rents and Security Agreement, dated December 28, 2015 (as the same may be amended, modified or supplemented
from time to time, the “Mortgage”), between the Original Lender and the Mortgage Loan Borrower, encumbering
that certain real property located as described in the Mortgage Loan Agreement (the “Mortgaged Property”);


 


WHEREAS, pursuant to that certain Note
Splitter Agreement, dated as of December 28, 2015, the Original Note has been partitioned into the following: (i) Promissory Note
A-1, dated December 28, 2015, in the original principal amount of $45,000,000 made by the Mortgage Loan Borrower to the Initial
Note A-1 Holder (as the same may be amended, modified, supplemented or replaced from time to time, “Note A-1”),
(ii) Promissory Note A-2, dated December 28, 2015, in the original principal amount of $70,000,000 made by the Mortgage Loan Borrower
to the Initial Note A-2 Holder (as the same may be amended, modified, supplemented or replaced from time to time, “Original
Note A-2”), (iii) Promissory Note A-3, dated December 28, 2015, in the original principal amount of $25,000,000 made
by the Mortgage Loan Borrower to the Initial Note A-3 Holder (as the same may be amended, modified, supplemented or replaced from
time to time, “Note A-3”), (iv) Promissory Note A-4, dated December 28, 2015, in the original principal amount
of $10,000,000 made by the Mortgage Loan Borrower to the Initial Note A-4 Holder (as the same may be amended, modified, supplemented
or replaced from time to time, “Note A-4”), (v) Promissory Note A-5, dated December 28, 2015, in the original
principal amount of $10,000,000 made by the Mortgage Loan Borrower to the Initial Note A-5 Holder (as the same may be amended,
modified, supplemented or replaced from time to time, “Note A-5”), and (vi) Promissory Note A-6, dated December
28, 2015, in the original principal amount of $5,000,000 made by the


 






     


     


    

 


Mortgage Loan Borrower to the Initial Note A-6 Holder (as
the same may be amended, modified, supplemented or replaced from time to time, “Note A-6”);


 


WHEREAS, pursuant to that certain Note
Splitter and Modification Agreement, dated as of September 5, 2016, Original Note A-2 has been further partitioned into the following:
(i) Promissory Note A-2, dated September 5, 2016, in the original principal amount of $50,000,000 made by the Mortgage Loan Borrower
to the Initial Note A-2 Holder (as the same may be amended, modified, supplemented or replaced from time to time, “Note
A-2”), and (ii) Promissory Note B, dated September 5, 2016, in the original principal amount of $20,000,000 made by the
Mortgage Loan Borrower to the Initial Note B Holder (as the same may be amended, modified, supplemented or replaced, “Note
B”);


 


WHEREAS, Natixis intends to sell, transfer
and assign all of its right, title and interest in and to Note A-2 and Note A-3 to Wells Fargo Commercial Mortgage Securities,
Inc. (“WFCMSI”), as depositor, pursuant to a Mortgage Loan Purchase Agreement to be dated on or about October
1, 2016, by and between WFCMSI, as purchaser, and Natixis, as seller, and WFCMSI, as purchaser, intends to transfer its right,
title and interest in and to Note A-2 and Note A-3 to Wilmington Trust, National Association, as trustee for the Wells Fargo Commercial
Mortgage Trust 2016-NXS6 under a pooling and servicing agreement, to be dated on or about October 1, 2016 (the “WFCM 2016-NXS6
PSA”), among WFCMSI, as depositor, Wells Fargo Bank, National Association, as master servicer, CWCapital Asset Management
LLC, as special servicer, Trimont Real Estate Advisors, LLC, as operating advisor and as asset representations reviewer, Wells
Fargo Bank, National Association, as certificate administrator and as custodian, and Wilmington Trust, National Association, as
trustee;


 


WHEREAS, each of the Initial Note A-1
Holder, the Initial Note A-4 Holder, the Initial Note A-5 Holder and the Initial Note A-6 Holder intends, but is not bound, to
sell, transfer and assign all or a portion of its right, title and interest in and to Note A-1, Note A-4, Note A-5 and Note A-6,
respectively, to one or more depositors who will in turn transfer the same to one or more trusts as part of the securitization
of one or more mortgage loans; and


 


WHEREAS, the Initial Note A-1 Holder,
the Initial Note A-2 Holder, the Initial A-3 Holder, the Initial Note A-4 Holder, the Initial Note A-5 Holder, the Initial Note-A-6
Holder and the Initial Note B Holder desire to enter into this Agreement to memorialize the terms under which the Initial Note
A-1 Holder, the Initial Note A-2 Holder, the Initial A-3 Holder the Initial Note A-4 Holder, the Initial Note A-5 Holder, the Initial
Note-A-6 Holder and the Initial Note B Holder are holding Note A-1, Note A-2, Note A-3, Note A-4, Note A-5, Note A-6 and Note B,
respectively.


 


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.


 






    2 


     


    

 


Whenever
used in this Agreement, the following terms shall have the respective meanings set forth below unless the context clearly requires
otherwise.


 


“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 of
the outstanding principal balance of the Mortgage Loan, the special servicing liquidation fee (or equivalent) shall not exceed
1.0% 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 1.0%
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 WFCM 2016-NXS6
Securitization Date shall mean the Servicer.


 


“Agent Office” shall
mean the designated office of the Agent, which office initially shall be the office of the Initial Note A-2 Holder listed on Exhibit
B hereto and, after the WFCM 2016-NXS6 Securitization Date, shall be the offices of the Master Servicer. The Agent Office is
the address to which notices to and correspondence with the Agent should be directed. The Agent may change the address of its designated
office by notice to the Noteholders.


 


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


 






    3 


     


    

 


“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.


 


“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.


 


“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.


 


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


 






    4 


     


    

 


“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”
A “Control Appraisal Period” shall exist with respect to the Mortgage Loan, if and for so long as:


 


		(1)	(a) (i) the initial Note B 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, Note B after the date of creation
of Note B, (y) any Appraisal Reduction Amount for the Mortgage Loan that is allocated to Note B and (z) any losses realized with
respect to any Mortgaged Property or the Mortgage Loan that are allocated to Note B plus (iii) any Threshold Event Collateral posted
by the Note B Holder, is less than



 


(b) 25% of the remainder
of the (i) initial Note B Principal Balance less (ii) any payments of principal (whether as principal prepayments or otherwise)
allocated to, and received by, the Note B Holder on Note B after the date of creation of Note B; or


 


		(2)	any interest in Note B 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 Note B Holder as the Controlling Noteholder.



 


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


 


“Controlling Noteholder”
shall mean as of any date of determination (i) the Note B Holder, 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-2 Holder; provided that at any time the
Note A-2 Holder is the Controlling Noteholder and Note A-2 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-2 is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, the Note A-2 Holder
shall not be entitled to exercise any rights of the Controlling Note Holder and neither the Note A-2 Holder nor any other person
shall be


 






    5 


     


    

 


entitled to exercise the rights of the Controlling Note Holder (and if Note A-2 is included in a Securitization, the applicable
Pooling and Servicing Agreement shall contain limitations on the rights of the Controlling Note Holder 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 Note A-1, Note A-2, Note A-3, Note
A-4, Note A-5, and Note A-6, (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, and the Note A-6 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) if (i) the Mortgage Loan
Borrower or a Mortgage Loan Borrower Related Party is the purchaser or (ii) the Mortgage Loan is purchased 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 (g) any Recovered Costs not reimbursed previously to
Note A-1, Note A-2, Note A-3, Note A-4, Note A-5, or Note A-6 pursuant to this Agreement. Notwithstanding the foregoing, if the
Note B Holder 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 (f) 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 Note A-1, Note A-2, Note A-3, Note A-4, Note A-5, and Note A-6 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, or the Note A-6 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 Note B Holder
under this Agreement.


 






    6 


     


    

 


“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.


 


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


 


“Initial 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 and the Initial Note B Holder.


 






    7 


     


    

 


“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.


 


“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.


 


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


 


“Lead Securitization”
shall mean the WFCM 2016-NXS6 Securitization.


 


“Lead Securitization Note”
shall mean Note A-2, except that for so long as Note A-2 and Note A-3 are included in the WFCM 2016-NXS6 Securitization, Lead Securitization
Note shall mean, collectively, Note A-2 and Note A-3.


 


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


 


“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.


 






    8 


     


    

 


“Major Decisions”
shall mean:


 


(a)       any
proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of the related REO Property) of the
ownership of properties securing the Mortgage Loan as come into and continue in default;


 


(b)       any
modification, consent to a modification or waiver of any monetary term (other than Penalty Charges) or material non-monetary term
(including, without limitation, the timing of payments and acceptance of discounted pay-offs but excluding waiver of Penalty Charges)
of the Mortgage Loan or any extension of the maturity date of the Mortgage Loan;


 


(c)       any
sale of the Mortgage Loan (if it is a Defaulted Loan) or related REO Property (other than in connection with the termination of
the Lead Securitization Trust) for less than the Purchase Price (excluding the amount described in clauses (iv), (v)
and (vi) of the definition of “Purchase Price” as defined in the Servicing Agreement);


 


(d)       any
determination to bring the related REO Property into compliance with applicable environmental laws or to otherwise address Hazardous
Materials located at the related REO Property;


 


(e)       any
release of collateral or any acceptance of substitute or additional collateral for the Mortgage Loan, or any consent to either
of the foregoing, other than if otherwise required pursuant to the specific terms of the Mortgage Loan and for which there is no
lender discretion;


 


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


 


(g)       any
property management company changes or franchise changes (in each case, to the extent the lender is required to consent or approve
under the Mortgage Loan Documents);


 


(h)       releases
of any escrow accounts, reserve accounts or letters of credit held as performance or “earn-out” escrows or reserves
other than those required pursuant to the specific terms of the Mortgage Loan and for which there is no lender discretion;


 


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


 






    9 


     


    

 


(j)       the
determination of the Special Servicer pursuant to clause (iii) or (iv) of the definition of “Specially Serviced
Loan” (as defined in the Servicing Agreement);


 


(k)       following
a default or an event of default with respect to the Mortgage Loan, any exercise of a material remedy on a Mortgage Loan or any
acceleration of such Mortgage Loan, as the case may be, or initiation of judicial, bankruptcy or similar proceedings under the
Mortgage Loan Documents or with respect to the Mortgage Loan Borrower or Mortgaged Property;


 


(l)       any
modification, waiver or amendment of any material term of an intercreditor agreement, co-lender agreement or similar agreement
(other than this Agreement) with any mezzanine lender or subordinate debt holder related to the Mortgage Loan, or an action to
enforce rights with respect thereto;


 


(m)       any
determination of an Acceptable Insurance Default (as defined in the Servicing Agreement);


 


(n)       any
proposed modification or waiver of any material provision in the Mortgage Loan Documents governing the type, nature or amount of
insurance coverage required to be obtained and maintained by the Mortgage Loan Borrower;


 


(o)       any
consents or approvals related to the incurrence of additional debt by the Mortgage Loan Borrower or mezzanine debt by a direct
or indirect parent of the Mortgage Loan Borrower, to the extent the lender’s consent or approval is required under the Mortgage
Loan Documents;


 


(p)       any
approval of any casualty insurance settlements or condemnation settlements, and any determination to apply casualty proceeds or
condemnation awards to the reduction of the debt rather than to the restoration of the Mortgaged Property;


 


(q)       the
approval of any annual budget or material alteration for the Mortgaged Property (insofar as such approval is required of the lender
under the Mortgage Loan Documents); and


 


(r)       the
voting of any claim or on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower.


 


“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-2 and Note A-3, the “Master Servicer Remittance Date” (or analogous term) as defined in the
Servicing Agreement; and


 


(b)  with
respect to Note A-1, Note A-4, Note A-5 and Note A-6, the earlier of (a) the “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


 






    10 


     


    

 


defined in the applicable Pooling and Servicing Agreement, provided, however, that no remittance
is required to be made until two Business Days after receipt of the scheduled monthly payment with respect to the Mortgage Loan.


 


“Model PSA” shall
mean the September 18, 2016 draft of the WFCM 2016-NSX6 PSA.


 


“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 December 28, 2015, between the Mortgage Loan Borrower and Natixis, 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.


 






    11 


     


    

 


“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 and the Note B Rate.


 


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


 


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


 


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


 


“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, Note A-2 (solely during such time as the Note B Holder is the Controlling Noteholder), Note A-3, Note
A-4, Note A-5, and Note A-6, 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


 






    12 


     


    

 


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 and the Note A-6 Holder to make such payments free of any obligation
or liability for withholding.


 


“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 each of Note A-1, Note A-4, Note A-5 and Note A-6, as applicable.


 


“Non-Lead Securitization Note
Holder” shall mean each of the Note A-1 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note A-6 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).


 






    13 


     


    

 


“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 and Note B, as applicable.


 


“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 Default Rate”
shall mean a rate per annum equal to the Note A-1 Rate plus the Note Default Interest Spread.


 


“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 and the Note B 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 Default Rate”
shall mean a rate per annum equal to the Note A-2 Rate plus the Note Default Interest Spread.


 


“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 and the Note B 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


 






    14 


     


    

 


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.


 


“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 Default Rate”
shall mean a rate per annum equal to the Note A-3 Rate plus the Note Default Interest Spread.


 


“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 and the Note B 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 Default Rate”
shall mean a rate per annum equal to the Note A-4 Rate plus the Note Default Interest Spread.


 


“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 and the Note B Principal Balance.


 






    15 


     


    

 


“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.


 


“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 Default Rate”
shall mean a rate per annum equal to the Note A-5 Rate plus the Note Default Interest Spread.


 


“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 and the
Note B 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 Default Rate”
shall mean a rate per annum equal to the Note A-6 Rate plus the Note Default Interest Spread.


 


“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



 






    16 


     


    

  


Balance, the Note
A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance and the Note B Principal Balance.


 


“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 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
and 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 and the Note B Principal Balance.


 


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


 


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


 


“Note B Default Rate”
shall mean a rate per annum equal to the Note B Rate plus the Note Default Interest Spread.


 


“Note B Percentage Interest”
shall mean a fraction, expressed as a percentage, the numerator of which is the Note B 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 and the Note B Principal Balance.


 


“Note B Principal Balance”
shall mean, at any time of determination, the Initial Note B 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 Rate” shall
mean the Note B Rate set forth on the Mortgage Loan Schedule.


 


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


 


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


 






    17 


     


    

 


“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 and
the Note B 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 and the Note B 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 and with respect to the Note B Holder, the Note B 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.


 


“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.


 






    18 


     


    

 


“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 and the Note B Principal Balance, as applicable.


 


“Pro Rata and Pari Passu Basis”
shall mean with respect to Note A-1, Note A-2, Note A-3, Note A-4, Note A-5 and Note A-6 and the related 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 and any other U.S. Person that is:


 


(a)       an
entity Controlled by, under common Control with or Controlling any of 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 B Holder, Square Mile Capital Management LLC and SM Core Credit Finance LLC 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 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


 






    19 


     


    

 


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) 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 or the Note B Holder, 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 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


 






    20 


     


    

 


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 Note A-1, Note A-2, Note A-3, Note A-4, Note A-5 or Note A-6; 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 Note A-1, Note A-2, Note A-3, Note A-4, Note A-5 or Note A-6, 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.


 


“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 or the Note B 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


 






    21 


     


    

 


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 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.


 


“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 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 or the Note A-6 Holder 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.


 






    22 


     


    

 


“Securitization Trust”
shall mean a trust formed pursuant to a Securitization pursuant to which Note A-1, Note A-2, Note A-3, Note A-4, Note A-5 or Note
A-6 is held.


 


“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 of the Mortgage Loan. A Sequential Pay Event shall no longer exist if (1) it has
been cured, or (2) any Note B Holder 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 given thereto in the Servicing Agreement.


 


“Servicing Agreement”
shall mean the WFCM 2016-NXS6 PSA, which shall be substantially in the form of the Model PSA (provided that such agreement
(to the extent that it differs from the Model PSA) shall not adversely affect the rights or obligations hereunder of the Note B
Holder (other than to an immaterial extent)); provided it is acknowledged that such agreement is subject, after consultation
with the Note B Holder, in all respects to changes (i) required by the Code relating to the tax elections of the related Securitization
Trust, (ii) required by law or changes in any law, rule or regulation and (iii) requested by the Rating Agencies or any purchaser
of subordinate certificates. In addition, the Servicing Agreement shall have such additional provisions as are set forth in Schedule
I hereto. Until such time as the Servicing Agreement is entered into, the Note A-2 Holder shall cause the Mortgage Loan to
be serviced by Natixis in accordance with this Agreement and the customary and usual servicing practices of originators of commercial
mortgage loans intended to be securitized, and in all events, subject to the Servicing Standard. The Servicing Fee Rate prior to
the time a Servicing Agreement is entered into shall be three basis points per annum, paid monthly based on the outstanding principal
balance of the Notes and calculated on the same basis as interest is accrued on the Mortgage Loan; provided that the Servicing
Fee Rate applicable to Note B shall be 0% prior to the time a Servicing Agreement is entered into. Notwithstanding the foregoing,
in no event may the Servicing Agreement, without the consent of the Note B Holder (such consent not to be unreasonably withheld,
conditioned or delayed), (i) diminish or impair the Note B Holder’s rights hereunder in any material respect, (ii) change
the interest allocable to, or the amount of any payments due to, the Note B Holder or increase the Note B Holder’s obligations
in any


 






    23 


     


    

 


material respect or decrease Note B Holder’s rights, remedies or protections hereunder in any material respect or
(iii) impose a Servicing Fee Rate applicable to Note B greater than three basis points per annum.


 


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


 


“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.


 


“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).


 






    24 


     


    

 


“WFCM 2016-NXS6 PSA”
shall have the meaning assigned to such term in the preamble to this Agreement.


 


“WFCM 2016-NXS6 Securitization”
shall mean the Securitization of Note A-2 and Note A-3 pursuant to the Servicing Agreement in connection with the issuance of the
Wells Fargo Commercial Mortgage Trust 2016-NXS6, Commercial Mortgage Pass-Through Certificates, Series 2016-NXS6.


 


“WFCM 2016-NXS6 Securitization
Date” shall mean the closing date of the WFCM 2016-NXS6 Securitization.


 


“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.
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. 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 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.


 


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 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 and the Note B Holder, 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


 






    25 


     


    

 


obtained from each Rating Agency with respect to such Securitization;
provided, further, however, that until a replacement servicing agreement has been entered into, the Lead Securitization
Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement as if such agreement
was still in full force and effect with respect to the Mortgage Loan, by the Servicer in the Lead Securitization or by any Person
appointed by the Lead Securitization Note Holder that is a qualified servicer meeting the requirements of the Servicing Agreement.


 


(b) The
Master Servicer shall be the master servicer on 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 general collections of each Non-Lead Securitization 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 below. 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 Note Holder
(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.


 


In addition, each Non-Lead Securitization
Note Holder (including, but not limited to, any Non-Lead Securitization Trust) shall be required to, promptly following notice
from the Master Servicer or the Special Servicer, pay or reimburse the Lead Securitization for such Non-Lead Securitization Note
Holder’s pro rata share of any fees, costs or expenses incurred in connection with the servicing and administration
of the Mortgage Loan as to which the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor, the Asset Representations Reviewer or the Depositor, as applicable, is entitled to be reimbursed pursuant to the Servicing
Agreement and any costs, fees and expenses related to obtaining any Rating Agency Confirmation, to the extent amounts on deposit
in the Collection Account or Companion Distribution Account that are allocated to the related Non-Lead Securitization Note are
insufficient for reimbursement of such amounts. Each Non-Lead Securitization Note Holder agrees to indemnify (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


 






    26 


     


    

 


Securitization Trust pursuant to the terms of 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, member, manager, employee or agent of any of the foregoing, to the extent such parties are identified as indemnified
parties in the Servicing Agreement in respect of other mortgage loans) and (ii) the Lead Securitization Trust (such parties in
clause (i) and the Lead Securitization Trust, collectively, the “Indemnified Parties”) against any claims, losses,
penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred
in connection with the servicing and administration of the Mortgage Loan and the Mortgaged Property (or, with respect to the Operating
Advisor or the Asset Representations Reviewer, incurred in connection with the provision of services for the Mortgage Loan) under
the Servicing Agreement (collectively, the “Indemnified Items”) to the extent of its pro rata share of
such Indemnified Items, and to the extent amounts on deposit in the Collection Account or Companion Distribution Account that are
allocated to the related Non-Lead Securitization Note are insufficient for reimbursement of such amounts, such Non-Lead Securitization
Note Holder shall be required to, promptly following notice from the Master Servicer, the Special Servicer or the Trustee, reimburse
each of the applicable Indemnified Parties for their pro rata share of the insufficiency (including, if the related Non-Lead
Securitization Note has been included in any Non-Lead Securitization, from general collections or any other amounts from such Non-Lead
Securitization Trust).


 


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 Servicing Advance would be non-recoverable
or an outstanding Servicing Advance is or would be non-recoverable, then the Master Servicer or the Trustee (as provided in the
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


 






    27 


     


    

 


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.


 


(c)       In
no event shall the Note B Holder be entitled to exercise any rights of the “directing holder” consulting class or any
analogous class or holder under the Servicing Agreement except to the extent the Note B Holder is given such rights expressly under
the terms of this Agreement or the Servicing Agreement in its capacity as the Controlling Noteholder.


 


(d)       Each
Non-Lead Securitization Note Holder, if the related 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
applicable master servicer or trustee for such Securitization shall be required to notify the master servicer, special servicer
and trustee of each other Securitization of the amount of any P&I Advance it has made with respect to the Note included in
such Securitization within two Business Days of making such advance;


 


(ii)      if
the applicable master servicer, special 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 2 Business Days after such determination was made;


 


(iii)     in
the event such Non-Lead Securitization Note Holder is responsible for its proportionate share of any nonrecoverable advances (or
any other portion of a nonrecoverable advance) (and advance interest thereon) or other fee or expense pursuant to this Agreement
or the Servicing Agreement, and funds received with respect to such Non-Lead Securitization Note are insufficient to cover such
amounts, (x) the related master servicer will be required to pay the Master Servicer, Special Servicer or Trustee under the Servicing
Agreement, as applicable, out of general funds in the collection account (or equivalent account) established under the related
Non-Lead Servicing Agreement and (y) if the Servicing Agreement permits the Master Servicer, Special Servicer or Trustee to pay
itself from the Lead Securitization Trust’s general account then the master servicer under the related Non-Lead Servicing
Agreement will be required to reimburse the Lead Securitization Trust Fund out of general funds in the collection account (or equivalent
account) established under the related Non-Lead Servicing Agreement;


 






    28 


     


    

 


(iv)      each
of the Master Servicer and the Special Servicer shall be indemnified (as and to the same extent the Lead Securitization Trust is
required to indemnify each such party) against any claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments and any other costs, liabilities, fees and expenses, incurred in connection with any PSA that relate solely to its servicing
of the Mortgage Loan, as applicable, and the master servicer under the related Non-Lead Servicing Agreement will be required to
reimburse the Master Servicer, Special Servicer or Trustee under the Servicing Agreement, as applicable, out of general funds in
the collection account (or equivalent account) established under the related Non-Lead Servicing Agreement;


 


(v)      each
of the trustee and the master servicer under the Non-Lead Servicing Agreement, as applicable, shall acknowledge that, (i) each
of the Master Servicer and the Trustee under the Servicing Agreement will be a third party beneficiary under the Non-Lead Servicing
Agreement with respect to any provisions therein relating to (1) the reimbursement of any nonrecoverable advances made with respect
to such Non-Lead Note by the Master Servicer or the Trustee under the Servicing Agreement and (2) as to the Master Servicer only,
the indemnification of the Master Servicer against any claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments and any other costs, liabilities, fees and expenses, incurred in connection with any PSA and relating to such Non-Lead
Note and (ii) the Special Servicer will be a third party beneficiary under the related Non-Lead Servicing Agreement with respect
to any provisions therein relating to (1) the reimbursement of any nonrecoverable advances made with respect to such Non-Lead Note
by the Special Servicer (it being understood that the Special Servicer is not required to make any Advances) and (2) the indemnification
of the Special Servicer against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and
any other costs, liabilities, fees and expenses, incurred in connection with any PSA and relating to such Non-Lead Note;


 


(vi)      the
Master Servicer and the Special Servicer shall be third party beneficiaries of the foregoing provisions; and


 


(vii)     the
Non-Lead Servicing Agreement may not be amended without the consent of the Note B Holder if such amendment would adversely affect
its rights thereunder in any material respect.


 


(e) The
Servicing Agreement shall provide that compensating interest payments as defined therein with respect to Note A-1, Note A-2, Note
A-3, Note A-4, Note A-5 and Note A-6 will be allocated by the Master Servicer between Note A-1, Note A-2, Note A-3, Note A-4, Note
A-5 and Note A-6, 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 Note Holder.


 


(f)  The
Servicing Agreement shall, unless otherwise agreed to by the Controlling Noteholder, contain (i) servicing and reporting provisions
(including the Asset Status Report for all Major Decisions) substantially similar in all material respects to the servicing and
reporting provisions of the Model PSA, (ii) provisions providing the Controlling Noteholder the same rights with respect to Asset
Status Reports that are afforded the Controlling Class Representative


 






    29 


     


    

 


and (iii) a Servicing Standard substantially similar in all
material respects to the servicing standard in the Model PSA. In no event may the Servicing Agreement change the interest allocable
to, or the amount of any payments due to, the Controlling Noteholder or increase the Controlling Noteholder’s obligations
(other than to an immaterial extent) or decrease the Controlling Noteholder’s rights, remedies or protections hereunder (other
than to an immaterial extent). The Servicing Agreement shall require the Master Servicer and Special Servicer to service the Mortgage
Loan in accordance with the terms of this Agreement, including the rights of the Note B Holder hereunder.


 


(g)  The
Servicing Agreement shall contain the provisions as set forth in Schedule I to this Agreement (and to the extent such provisions
are not included in the Servicing Agreement, such provisions shall be deemed incorporated therein and made a part thereof) . The
Servicing Agreement shall also contain provisions to the effect that:


 


(i)       if
an event of default under the Servicing Agreement has occurred with respect to the Master Servicer under the Servicing Agreement
that affects a Noteholder or any class of commercial mortgage securities backed by a Note or a participation interest in a Note,
and the Master Servicer is not otherwise terminated under the Servicing Agreement, then the Note B Holder or its’ designees
(if the Note B Holder is the Controlling Noteholder) shall be entitled to direct the Trustee to appoint a sub-servicer solely with
respect to the Mortgage Loan;


 


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


 


(iii)     the
Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the other Noteholders
all reports that the Certificate Administrator has made available to Certificateholders under the Servicing Agreement to the extent
such reports relate to the related Note and upon the submission of an Investor Certification pursuant to the Servicing Agreement;


 


(iv)     the
Servicing Agreement shall provide that Default Interest and late payment charges otherwise allocable to the Note B shall not be
payable to the Servicer or Trustee as compensation;


 


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


 


(vi)     the
Servicing Agreement may not be amended without the consent of the Note B Holder if such amendment would adversely affect its rights
thereunder (other than to an immaterial extent).


 


(h) It
is expressly understood and agreed that the Servicing Agreement shall not (A) allocate to Note B Holder any negative impact from
other assets serviced 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 Note B Holder any “Additional Trust Fund


 






    30 


     


    

 


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).


 


(i)  The
Note A-1 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note A-6 Holder, as applicable, shall give each of the parties
to the Servicing Agreement (that will not also be a party to the applicable Non-Lead Securitization Servicing Agreement) notice
of the Securitization of Note A-1, Note A-4, Note A-5 or Note A-6, as the case may be, prior to the closing date for such Securitization.
Such notice shall contain contact information for each of the parties to any Non-Lead Securitization Servicing Agreement. In addition,
after such Securitization, the Note A-1 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note A-6 Holder, as applicable,
shall send a copy of the related Non-Lead Securitization Servicing Agreement to each of the parties to the Servicing Agreement.


 


Section 3.        Subordination of Note
B; Payments Prior to a Sequential Pay Event. Note B and the right of the Note B Holder to receive payments of interest, principal
and other amounts with respect to such Note B shall at all times be junior, subject and subordinate to Note A-1, Note A-2, Note
A-3, Note A-4, Note A-5 and Note A-6 and the right 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 and the Note A-6 Holder to receive payments of interest, principal and other amounts with respect to
Note A-1, Note A-2, Note A-3, Note A-4, Note A-5 and Note A-6 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 pursuant to the Servicing Agreement, shall be applied by
the Lead Securitization Note Holder (or its designee) and distributed by the Servicer for payment in the following order of priority
without duplication (and payments shall be made at such 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 and the Note
A-6 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


 






    31 


     


    

 


Note A-5 Principal Balance at the Net Note A-5 Rate and on the Note A-6
Principal Balance at the Net Note A-6 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 and the Note A-6 Holder
on a Pro Rata and Pari Passu Basis in an amount equal to the Note A Percentage Interest 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;


 


(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 and the Note A-6 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 and/or the Note A-6 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 and the Note A-6 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 or the Note A-6 Relative Spread, as applicable, and (iii) any Prepayment Premium to the extent paid by
the Mortgage Loan Borrower;


 


(e) fifth,
to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate;


 


(f) sixth,
to the Note B Holder in an amount equal to the Note B Percentage Interest of principal payments received, if any, with respect
to such Monthly Payment Date with respect to the Mortgage Loan, until the Note B Principal Balance has been reduced to zero;


 


(g) seventh,
to the Note B Holder in an amount equal to the product of the Note B Percentage Interest multiplied by the Note B Relative Spread
and any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


 


(h) eighth,
to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse
the Note B Holder for all such cure payments;


 


(i) ninth,
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)-(h) and, as a result of a Workout the Principal Balance of Note B has
been reduced, such excess amount shall be paid to the Note B Holder in an amount up to the reduction, if any, of the Note B Principal
Balance as a result of such Workout, plus interest on such amount at the related Note B Rate;


 


(j) tenth,
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,


 






    32 


     


    

 


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 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
and the Note B Holder, pro rata, based on their respective Percentage Interests; and


 


(k) eleventh,
if any excess amount, including Default Interest and late payment charges, is available to be distributed in respect of the Mortgage
Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata
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
and the Note B Holder 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, 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 at such 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 and the Note
A-6 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 and on the Note A-6
Principal Balance at the Net Note A-6 Rate, respectively;


 






    33 


     


    

 


(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 and the Note A-6 Holder,
pro rata based on outstanding Principal Balance, 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 and the Note A-6 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 and/or the Note A-6 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 and the Note A-6 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 and the Note A-6 Relative Spread, as applicable, and (iii) any Prepayment Premium to the extent paid by
the Mortgage Loan Borrower;


 


(e) fifth,
to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate;


 


(f) sixth,
to the Note B Holder in an amount equal to the Note B Principal Balance, until the Note B Principal Balance has been reduced to
zero;


 


(g) seventh,
to the Note B Holder in an amount equal to the product of the Note B Percentage Interest multiplied by the Note B Relative Spread
and any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


 


(h) eighth,
to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse
the Note B Holder for all such cure payments;


 


(i) ninth,
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)-(h) and, as a result of a Workout the Principal Balance of Note B has
been reduced, such excess amount shall be paid to the Note B Holder in an amount up to the reduction, if any, of the Note B Principal
Balance as a result of such Workout, plus interest on such amount at the related Note B Rate;


 


(j) tenth,
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 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
and the Note B Holder, pro rata, based on their respective Percentage Interests; and


 






    34 


     


    

 


(k) eleventh,
if any excess amount, including Default Interest and late payment charges, is available to be distributed in respect of the Mortgage
Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata
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
and the Note B Holder in accordance with their respective initial Percentage Interests, provided, however that if less than 100%
of the Default Interest and late payment charges are paid with respect to the Mortgage Loan during such Sequential Pay Event, the
Note B Holder shall not be entitled to any Default Interest or late payment charges until the Note A-1 Holder, Note A-2 Holder,
the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and Note A-6 Holder have been paid 100% of the pro rata share of
any Default Interest or late payment charges actually received by the Servicers.


 


Section 5.        Administration of
the Mortgage Loan.


 


(a)       Subject
to this Agreement (including, without limitation, Section 5(f) below) and the Servicing Agreement, the Lead Securitization
Note Holder (or the Servicer acting on behalf of the Lead Securitization Note Holder) shall have the sole and exclusive authority
with respect to the administration of, and exercise of rights and remedies with respect to, the Mortgage Loan, including, without
limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan Documents or consent to any action or failure
to act by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents, call or waive any Event of Default, accelerate
the Mortgage Loan or institute any foreclosure action or other remedy and no other Noteholder shall have any voting, consent or
other rights whatsoever with respect to the Lead Securitization Note Holder’s administration of, or exercise of its rights
and remedies with respect to, the Mortgage Loan. Subject to this Agreement and the Servicing Agreement (including, without limitation,
Section 5(f) below), each of the Non-Lead Securitization Note Holders and the Note B Holder agrees that it shall have no
right to, and hereby presently and irrevocably assigns and conveys to the Lead Securitization Note Holder (or the Servicer acting
on behalf of the Lead Securitization Note Holder) the rights, if any, that the Non-Lead Securitization Note Holders and the Note
B Holder have to, (i) call or cause the Lead Securitization Note Holder to call an Event of Default under the Mortgage Loan,
or (ii) exercise any remedies with respect to the Mortgage Loan or the Mortgage Loan Borrower, including, without limitation,
filing or causing the Lead Securitization Note Holder to file any bankruptcy petition against the Mortgage Loan Borrower. The Lead
Securitization Note Holder (or the Servicer acting on behalf of the Lead Securitization Note Holder) shall not have any fiduciary
duty to the Non-Lead Securitization Note Holders or the Note B Holder in connection with the administration of the Mortgage Loan
(but the foregoing shall not relieve the Lead Securitization Note Holder from the obligation to make any disbursement of funds
as set forth herein).


 


Each Noteholder hereby acknowledges
the right and obligation of the Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead Securitization
Note Holder), upon the Mortgage Loan becoming a Defaulted Loan and the determination by the Special Servicer to sell the Lead Securitization
Note in accordance with the Servicing Agreement, to sell the Lead Securitization Note and all of the other Notes together as notes
evidencing one whole loan (including Note B if the Special Servicer determines that including Note B in such sale is in accordance
with the Servicing Standard (taking into account the subordinated nature of Note B)) in accordance with the terms of this Agreement
and the


 






    35 


     


    

 


Servicing Agreement. In connection with any such sale, the Special Servicer shall be required to sell all of the Notes
as notes evidencing one whole loan in accordance with the terms of the Servicing Agreement.


 


The Lead Securitization Note
Holder (or the Special Servicer acting on behalf of the Lead Securitization Note Holder) shall not be permitted to sell the Mortgage
Loan if it becomes a Defaulted Loan without the written consent of the Non-Controlling Note Holders (provided that such
consent is not required if any Non-Controlling Note Holder is the Mortgage Loan Borrower or an affiliate of the Mortgage Loan Borrower)
unless the Special Servicer has delivered to the Non-Controlling Note Holders: (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 Note Holder that are material
to the sale price of the Mortgage Loan and (d) until the sale is completed and a reasonable period of time (but no less time than
is afforded to other offerors and the Subordinate 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
Note Holder 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 Note Holders and the Non-Controlling Note Holder Representatives shall be permitted to submit an offer
at any sale of the Mortgage Loan unless such Person is the 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
Note Holder hereby appoints the Lead Securitization Note Holder as its agent, and grants to the Lead Securitization Note Holder
an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of soliciting and accepting offers for
and consummating the sale of the Non-Lead Securitization Notes. Each Non-Lead Securitization Note Holder further agrees that, upon
the request of the Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall execute and deliver to or at
the direction of Lead Securitization Note Holder such powers of attorney or other instruments as the Lead Securitization Note Holder
may reasonably request to better assure and evidence the foregoing appointment and grant, in each case promptly following request,
and shall deliver the related original Non-Lead Securitization Note, endorsed in blank, to or at the direction of the Lead Securitization
Note Holder in connection with the consummation of any such sale.


 






    36 


     


    

 


(b) The
Controlling Note Holder (or its Controlling Note Holder Representative) shall have, with respect to the Mortgage Loan, all of the
same rights and powers of the Controlling Class Representative 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 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 Lead Securitization Servicing Agreement.


 


(c) 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 Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note A-6 Holder
pursuant to Section 3 and Section 4, as applicable, shall be made as though such Workout did not occur,
with the payment terms of Note A-1, Note A-2, Note A-3, Note A-4, Note A-5 and Note A-6 remaining the same as they are on the date
hereof, Note B 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 Note B). 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 Note B to Note A-1, Note A-2, Note A-3, Note A-4,
Note A-5 and Note A-6 with respect to the loss that is the result of such amendment or modification, including: (i) the ability
to increase the Note A-1 Percentage Interest, the Note A-2 Percentage Interest, the Note A-3 Percentage Interest, the Note A-4
Percentage Interest, the Note A-5 Percentage Interest and the Note A-6 Percentage Interest and to reduce the Note B 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 and
the Note B 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.


 






    37 


     


    

 


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


 


(e) If
any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within the meaning
of Section 860D(a) of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage Loan shall
be administered such that 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 Note Holder 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 Note Holder 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 Note A-1, Note A-2, Note A-3,
Note A-4, Note A-5 or Note A-6 (or any portion thereof). The Noteholders agree that the provisions of this Section 5(e)
shall be effected by compliance by the Lead Securitization Note Holder 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 Note Holder’s interests
therein. All costs and expenses of compliance with this Section 5(e), 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 Note A-1 Holder, the Note A-2 Holder, the Note
A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note A-6 Holder on a Pro Rata and Pari Passu Basis.


 


In the event that any one of the Notes
(other than Note B) is included in a REMIC and no other is, no other Noteholder shall be required to reimburse such Noteholder
or any other Person for payment of (i) any taxes imposed on such REMIC, (ii) any costs or expenses relating to the administration
of such REMIC or to any determination respecting the amount, payment or avoidance of any tax under such REMIC or (iii) any advances
for any of the foregoing or any interest thereon or for deficits in other items of disbursement or income resulting from the use
of funds for payment of any such taxes, costs or expenses or advances, nor shall any disbursement or payment otherwise distributable
to the other Noteholders be reduced to offset or make-up any such payment or deficit.


 


(f)       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


 






    38 


     


    

 


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.


 


(g)       During
the continuation of a Control Appraisal Period, the Lead Securitization Note Holder (or its Controlling Class Representative) shall
have, with respect to the Mortgage Loan, all of the same rights and powers of the Controlling Class Representative 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 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.


 


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


 






    39 


     


    

 


(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 Note Holder
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 Note Holder (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 Note Holder (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 Note Holder (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
Note Holder (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 Note Holder (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 Note Holder
(or the Servicer acting on its behalf) at


 






    40 


     


    

 


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.


 


(g) The
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 Note Holder 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 the 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 applicable 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. If the appraised value of the Mortgaged Property, upon any redetermination thereof, is sufficient to avoid
the occurrence of a Control Appraisal Period without taking into consideration any, or some portion of, Threshold Event Collateral
previously


 






    41 


     


    

 


delivered by the 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 and the Note B 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.


 


(h)       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.


 


(i)       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 Note Holder or the related Non-Controlling Noteholder pursuant to this Agreement or the
Servicing Agreement by the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf)
shall be delivered to the 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 Note Holder (or the Master Servicer
or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items
hereunder or under the Servicing Agreement.


 


(j)       Notwithstanding
anything to the contrary contained herein or in the Servicing Agreement, if at any time the Mortgage Loan Borrower or its Affiliate
is 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 and/or the Note A-6
Holder (a “Borrower Party Noteholder”), then (i) such Borrower Party Noteholder shall not have any rights as
a Controlling Noteholder or a Directing Certificateholder, (ii) such Borrower Party Noteholder shall have no right to appoint or
terminate the Master Servicer or Special Servicer, (iii) such Borrower Party Noteholder shall have no right to consult with or
advise the Master Servicer or Special Servicer, and shall have no right to review and approve or comment on any Asset Status Report
and (iv) in each and every instance where, pursuant to this Agreement or the Servicing Agreement, the Master Servicer or Special
Servicer must take into account the interests of each Noteholder (or words of similar import), such consideration shall be given
to the Borrower Party Noteholder only in its capacity as a holder of a Note, and the Master Servicer or Special Servicer (as the
case may be) shall disregard the fact


 






    42 


     


    

 


that the Borrower Party Noteholder is either the Borrower or an Affiliate of the Borrower
and as such, may have conflicting interests from a Noteholder (in its capacity as a Noteholder).


 


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 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 Note Holder 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 Note Holder is the Controlling Noteholder, no Controlling Noteholder Representative shall be appointed
and the rights of the Lead Securitization Note Holder exercisable by the Controlling Class Representative shall be as set forth
in the Servicing Agreement. Similarly, if the Lead Securitization Note Holder is the Controlling Noteholder, the rights of each
Non-Lead Securitization Note Holder 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


 






    43 


     


    

 


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


 


(c)       If
the Lead Securitization Note Holder is the Controlling Noteholder, the Note B Holder acknowledges and agrees (i) all of the aforementioned
rights and obligations of the Controlling Noteholder and the Controlling Noteholder Representative set forth in Section 5(f)
and 5(g) and this Section 6 shall be exercisable by the Lead Securitization Note Holder (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 Note Holder (or the Master Servicer or the Special Servicer acting
on its behalf) shall not be required at any time to deal with more than one party exercising the rights of any particular “Non-Controlling
Note Holder” herein or under the Lead Securitization Servicing Agreement and, (x) to the extent that the related Non-Lead
Securitization Servicing Agreement assigns such rights to more than one party, or (y) to the extent a Non-Controlling Note is split
into two or more New Notes pursuant to Section 40, for purposes of this Agreement, the Non-Lead Securitization Servicing
Agreement or the holders of such New Notes shall designate one party to deal with the Lead Securitization Note Holder (or the Master
Servicer or the Special Servicer acting on its behalf) and provide written notice of such designation to the Lead Securitization
Note Holder (and the Master Servicer and the Special Servicer acting on its behalf); provided that, in the absence of such
designation and notice, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf)
shall be entitled to treat the last party as to which it has received written notice as having been designated as the Non-Controlling
Note Holder with respect to such Non-Controlling Note, as the Non-Controlling Note Holder 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 Note Holder (or the Non-Lead
Master Servicer or another party acting on its behalf), the Note A-1 Holder is the Non-Controlling Note Holder with respect to
Note A-1, the Note A-4 Holder is the Non-Controlling Note Holder with respect to Note A-4, the Note A-5 Holder is the Non-Controlling
Note Holder with respect to Note A-5 and the Initial Note A-6 Holder is the Non-Controlling Note Holder with respect to Note A-6.


 






    44 


     


    

 


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. 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 five (5) Business Days’ prior notice to the Special Servicer (provided, however, that
the Controlling Noteholder, Controlling Noteholder Representative and/or Note B Holder 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 Note Holder, such Non-Controlling Note Holder shall
have the right to direct the Trustee (or at any time that the Mortgage Loan is no longer included in a Securitization Trust, the
Controlling Note Holder) to terminate the Special Servicer under the 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 Note Holder and the Non-Controlling
Note Holders 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 Note Holder’s direction cannot at any time be the person
(or an Affiliate thereof) that was so terminated without the prior written consent of such Non-Controlling Note Holder. The Non-Controlling
Note Holder that directs the Trustee to terminate the Special Servicer shall be solely responsible for reimbursing the Trustee’s
or the Controlling Note Holder’s, as applicable, costs and expenses, if not paid within a reasonable time by the terminated
special servicer and, in the case of the Trustee, that would otherwise be reimbursed to the Trustee from amounts on deposit in
the Collection Account or Companion Distribution Account.


 


For the avoidance of doubt, in no event
will the rights of the Non-Controlling Note Holders 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 Note Holder (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 Note Holder (or the Servicer acting on its behalf) shall deposit such amounts
to the applicable account on the Business Day next following the date such payment was received by the Lead Securitization


 






    45 


     


    

 


Note
Holder (or the Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower.


 


(b)       If
the Lead Securitization Note Holder (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 Note Holder (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 Note Holder (or the Servicer on its behalf) repay to the Lead Securitization Note Holder (or
the Servicer on its behalf) any portion thereof that the Lead Securitization Note Holder (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
Note Holder (or the Servicer on its behalf) shall have been required to pay to any Mortgage Loan Borrower, the Lead Securitization
Note Holder, Master Servicer, Special Servicer or such other Person with respect thereto.


 


(c)       If,
for any reason, the Lead Securitization Note Holder (or the Servicer on its behalf) makes any payment to the Note B Holder or a
Non-Lead Securitization Note Holder before the Lead Securitization Note Holder (or the Servicer on its behalf) has received the
corresponding payment (it being understood that the Lead Securitization Note Holder (or the Servicer on its behalf) is under no
obligation to do so), and the Lead Securitization Note Holder (or the Servicer on its behalf) does not receive the corresponding
payment within three (3) Business Days of its payment to the Note B Holder or the applicable Non-Lead Securitization Note Holder,
the Note B Holder or applicable Non-Lead Securitization Note Holder, as the case may be, shall, at the Lead Securitization Note
Holder’s (or the Servicer’s on its behalf) request, promptly return that payment to the Lead Securitization Note Holder
(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 Note Holder (or the
Servicer on its behalf) subject to this Agreement and the Servicing Agreement. The Lead Securitization Note Holder (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 Note
Holder (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) shall have any liability to any other
Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement
on the part of such Noteholder.


 






    46 


     


    

 


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


 


The Noteholders acknowledge that, subject
to the terms and conditions hereof and the obligations of the Non-Lead Securitization Note Holders (including any Non-Lead Servicer)
to comply with, and except as otherwise required by, the Servicing Standard, the Non-Lead Securitization Note Holders (including
any Non-Lead Servicer) may exercise, or omit to exercise, any rights that a Non-Lead Securitization Note Holder 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 a Non-Lead Securitization Note Holders (including any Non-Lead Servicer) shall have no liability whatsoever to the other
Noteholders in connection with such Non-Lead Securitization Note Holders’ exercise of rights or any omission by the Non-Lead
Securitization Note Holders 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 Note Holder
and the Non-Lead Securitization Note Holders acknowledge that, subject to the terms and conditions hereof, the Note B Holder may
exercise, or omit to exercise, any rights that the Note B Holder may have under this Agreement and the Servicing Agreement in a
manner that may be adverse to the interests of the Lead Securitization Note Holder or the Non-Lead Securitization Note Holders
and that the Note B Holder shall have no liability whatsoever to the Lead Securitization Note Holder and the Non-Lead Securitization
Note Holders in connection with the Note B Holder’s exercise of rights or any omission by the Note B Holder to exercise such
rights; provided, however, that the Note B Holder shall not be protected against any liability to the Lead Securitization
Note Holder and the Non-Lead Securitization Note Holders that would otherwise be imposed by reason of willful misfeasance, bad
faith or negligence.


 


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


 






    47 


     


    

 


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
Note Holders and the Note B Holder hereby appoints the Lead Securitization Note Holder as its agent, and grants to the Lead Securitization
Note Holder an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all
rights and taking any and all actions available to each of the Non-Lead Securitization Note Holders and the Note B Holder in connection
with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including,
without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section
1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic
stay with respect to the Mortgage Loan. Each of the Non-Lead Securitization Note Holders and the Note B Holder in its capacity
as such, hereby agrees that, upon the request of the Lead Securitization Note Holder, such Non-Lead Securitization Note Holder
or Note B Holder, as applicable, shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such
further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring
and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding
are subject to and must be in accordance with the Servicing Standard.


 


Section 11.        Cure Rights of the
Controlling Noteholder.


 


(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 Note Holder shall
provide notice to the Note B Holder 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 Note B Holder 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
Note Holder 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 Note B Holder’s 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 Note B Holder (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 Note B Holder (unless a Control Appraisal Period
has occurred and is continuing) shall pay or reimburse the Lead Securitization Note Holder for all unreimbursed Advances (whether
or not recoverable with respect to the Lead Securitization Note and each 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


 






    48 


     


    

 


Servicing
Expenses. The Note B Holder shall not be required, in order to effect a cure hereunder, to pay any default interest or late charges
under the 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 Note Holder (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 Note Holder 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 Note B Holder 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 Note Holder.


 


(c)       No
action taken by the Note B Holder 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 Note Holder’s and the Non-Lead Securitization Note
Holders’ rights under the Mortgage Loan Documents shall not be waived or prejudiced by virtue of the Note B Holder’s
actions under this Agreement. Subject to the terms of this Agreement, the Note B Holder shall be subrogated to the Lead Securitization
Note Holder’s and the Non-Lead Securitization Note Holders’ rights to any payment owing to the Lead Securitization
Note Holder and the Non-Lead Securitization Note Holders for which the Note B Holder 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 Note Holder shall promptly provide notice to the Note B Holder 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 Note B Holder (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 Note B Holder and the Controlling
Noteholder Representative of the Non-Monetary Default Notice, or in any event, up to forty (40) days, to cure such Non-Monetary
Default; provided, however, if such Non-Monetary Default is susceptible of cure but cannot reasonably be cured within
such period and if curative action was promptly commenced and is being diligently pursued by the Note B Holder, the Note B Holder
(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 Note B Holder in the exercise of due diligence to cure such Non-Monetary Default for so long as (i) the
Note B Holder diligently and expeditiously proceeds


 






    49 


     


    

 


to cure such Non-Monetary Default, (ii) the Note B Holder makes 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 sixty (60) days, (iv) such Non-Monetary Default is not caused by an Insolvency Proceeding or during
such period of time that the Note B Holder has 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 Note B Holder’s or 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 Note B Holder 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 Note B Holder has obtained the prior written consent of the Lead Securitization
Note Holder.


 


(e) So
long as a Non-Monetary Default exists for which the Non-Monetary Default Cure Period has not expired, no Control Appraisal Period
has occurred and is continuing and the Note B Holder is diligently prosecuting the cure of the same, such Non-Monetary Default
shall not be treated as an Event of Default by the Lead Securitization Note Holder (including, without limitation, for purposes
of (i) the definition of “Sequential Pay Event”; or (ii) treating the Mortgage Loan as a Specially Serviced Mortgage
Loan); provided, that such limitation shall not prevent the Lead Securitization Note Holder from collecting default interest or
late charges from the Mortgage Loan Borrower.


 


Section 12.        Purchase of Note
A-1, Note A-2, Note A-3, Note A-4, Note A-5 and Note A-6 By Note B Holder. The Note B Holder shall have the right, by written
notice 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 and the Note
A-6 Holder (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, Note A-1, Note A-2, Note A-3, Note A-4, Note A-5 and
Note A-6 in whole but not in part at the applicable Defaulted Mortgage Loan Purchase Price. For avoidance of doubt, if the Note
B Holder elects to exercise its right to purchase a Note pursuant to this Section 12, it must purchase each of Note A-1,
Note A-2, Note A-3, Note A-4, Note A-5 and Note A-6. Upon the delivery of the Noteholder Purchase Notice 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 and the Note A-6 Holder, 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 and the Note A-6 Holder shall sell (and the
Note B Holder shall purchase) Note A-1, Note A-2, Note A-3, Note A-4, Note A-5 and Note A-6 (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 Note Holder. The Noteholder Purchase Notice shall contain a statement in boldface font that the Note
B Holder’s failure to purchase Note A-1, Note A-2, Note A-3, Note A-4, Note A-5 and Note A-6 on a Defaulted Note Purchase
Date will result in the termination of such right. The Note B Holder agrees that the sale of Note A-1, Note A-2, Note A-3, Note
A-4,


 






    50 


     


    

 


Note A-5 and Note A-6 shall comply with all requirements of the Servicing Agreement and that all costs and expenses related
thereto shall be paid by the Note B Holder. The Defaulted Mortgage Loan Purchase Price shall be calculated by the Lead Securitization
Note Holder (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 Note B Holder. Concurrently with the payment 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 and the Note A-6 Holder in immediately available funds of its respective portion
of the applicable Defaulted Mortgage Loan Purchase Price, 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 and the Note A-6 Holder shall execute at the sole cost and expense of the Note B Holder in favor
of the Note B Holder assignment documentation which will assign Note A-1, Note A-2, Note A-3, Note A-4, Note A-5 and Note A-6,
as applicable, and the Mortgage Loan Documents without recourse, representations or warranties (except 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 and the Note A-6 Holder, 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 Note
B)). The right of the Note B Holder to purchase Note A-1, Note A-2, Note A-3, Note A-4, Note A-5 and Note A-6 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 Note Holder shall give the Note B Holder 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 Note Holder shall notify the Note B Holder of such transfer and the Note B Holder shall have a thirty (30) day period
from the date of such notice from the Lead Securitization Note Holder to deliver the Noteholder Purchase Notice 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 and the Note A-6 Holder, in which case
the Note B Holder 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 Note A-1, Note A-2, Note A-3, Note A-4,
Note A-5 and Note A-6 by the Note B Holder shall be free and clear of any liens.


 


Section 13.        Representations of
Note B Holder. The Note B Holder represents, and it is specifically understood and agreed, that it is acquiring Note B for
its own account in the ordinary course of its business and 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 and the Note A-6 Holder shall otherwise have no liability or responsibility to the Note B Holder
except as expressly provided herein or for actions that are taken or omitted to be taken 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 or the Note A-6 Holder that constitute gross negligence or willful
misconduct or that constitute a breach of this Agreement. The Note B Holder represents and warrants that the execution, delivery
and performance of this Agreement is within its corporate powers, has been duly authorized by all necessary corporate action, and
does not contravene its charter or any law or contractual restriction binding upon the Note B Holder, and that this Agreement is
the legal, valid and binding obligation of the Note B Holder enforceable against the Note B Holder in accordance with its terms,
except as such


 






    51 


     


    

 


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. The Note B Holder 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. The Note
B Holder represents and warrants that (a) this Agreement has been duly executed and delivered by the Note B Holder, (b) to the
Note B Holder’s actual knowledge, all consents, approvals, authorizations, orders or filings of or with any court or governmental
agency or body, if any, required for the execution, delivery and performance of this Agreement by the Note B Holder have been obtained
or made and (c) to the Note B Holder’s actual knowledge, there is no pending action, suit or proceeding, arbitration or governmental
investigation against the Note B Holder, an adverse outcome of which would materially and adversely affect its performance under
this Agreement.


 


The Note B Holder acknowledges that
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 and the Note A-6 Holder
do not owe the Note B Holder any fiduciary duty with respect to any action taken under the Mortgage Loan Documents and, except
as provided herein, need not consult with the Note B Holder with respect to any action taken 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 or the Note A-6 Holder in connection with the Mortgage Loan.


 


The Note B Holder expressly and irrevocably
waives for itself and any Person claiming through or under the Note B Holder 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 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 and the Initial Note A-6 Holder. Each 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 and the Note A-6 Holder represents and warrants that the execution, delivery and performance
of this Agreement is within its corporate powers, has been duly authorized by all necessary corporate action, and does not contravene
the Note A-1 Holder’s, the Note A-2 Holder’s, the Note A-3 Holder’s, the Note A-4 Holder’s, the Note A-5
Holder’s or the Note A-6 Holder’s charter or any law or contractual restriction binding upon 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 or the Note A-6 Holder, and that this Agreement
is the legal, valid and binding obligation 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 and the Note A-6 Holder enforceable against each of them in accordance with its terms. Each 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 and the Note A-6 Holder 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 Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note
A-5 Holder and the Note A-6 Holder represents and warrants that (a) this Agreement has been duly executed and delivered by


 






    52 


     


    

 


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 and the Note A-6 Holder,
(b) to the Note A-1 Holder’s, the Note A-2 Holder’s, the Note A-3 Holder’s, the Note A-4 Holder’s,
the Note A-5 Holder’s and the Note A-6 Holder’s actual knowledge, all consents, approvals, authorizations, orders or
filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this
Agreement by 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 and the Note
A-6 Holder have been obtained or made and (c) to the Note A-1 Holder’s, the Note A-2 Holder’s, the Note A-3 Holder’s,
the Note A-4 Holder’s, the Note A-5 Holder’s and the Note A-6 Holder’s actual knowledge, there is no pending
action, suit or proceeding, arbitration or governmental investigation against 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 or the Note A-6 Holder, an adverse outcome of which would materially and adversely
affect its performance under this Agreement.


 


Section 15.        Independent Analysis
of the Note B Holder. The Note B Holder acknowledges that it has, independently and without reliance upon 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
or the Initial Note A-6 Holder, except with respect to the representations and warranties provided by 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 and the Initial
Note A-6 Holder herein, and based on such documents and information as it has deemed appropriate, made its own credit analysis
and decision to purchase Note B and the Note B Holder accepts responsibility therefor. The Note B Holder hereby acknowledges that,
other than the representations and warranties provided herein, 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 and the Note A-6 Holder have made no representations or warranties with respect to the Mortgage
Loan, subject to such representations and warranties as provided 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 and the Note A-6 Holder herein, and that 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 and the Note A-6 Holder 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 Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder,
the Note A-4 Holder, the Note A-5 Holder or the Note A-6 Holder 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. The Note B Holder assumes all risk of loss in connection with Note B except as specifically
set forth herein.


 


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


 






    53 


     


    

 


such Noteholder chooses, in its sole and absolute
discretion. No Noteholder shall not 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.
Note B 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 Note B and
Note A-1, Note A-2, Note A-3, Note A-4, Note A-5 and Note A-6.


 


(a)       The
Note B Holder agrees that it will not Transfer all or any portion of Note B without the prior written consent of the other Noteholders,
which consent shall not be unreasonably withheld, conditioned or delayed, provided that (i) the Note B Holder shall have
the right to Transfer Note B, 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 Note B Holder 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 Note B to be held by more than
five persons nor cause there to be no one Person owning a majority of Note B and (ii) if the Note B Holder wishes to Transfer Note
B, 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 Note B Holder shall first obtain (and deliver to the other Noteholders) Rating Agency
Confirmation. If Note B is held by more than one Note B Holder at any time, the holders of a majority of the Principal Balance
of Note B shall immediately appoint a representative to exercise all rights of the Note B Holder hereunder. Notwithstanding the
foregoing, without the prior consent 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 and the Note A-6 Holder, which may be withheld in such Noteholders’ sole discretion, the Note B Holder shall
not Transfer all or any portion of Note B to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party without obtaining
Rating Agency Confirmation and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.
The Note B Holder 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.


 






    54 


     


    

 


(b)       Notwithstanding
the foregoing, the Note B Holder 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 Note B to a Person that has no direct rights with respect
to Note B 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, the Note B Holder shall not Transfer all or any
portion of Note B 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 Note B Holder hereunder with respect to Note B 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 the Note B Holder of Note
B solely as security for a loan to the Note B Holder made by a third-party lender whereby the Note B Holder remains fully liable
under this Agreement, on or before the date on which such lender succeeds to the rights of the Note B Holder 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 the Note B Holder 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 Note B in accordance with this Agreement, the transferring Person shall be released from
all liability arising under this Agreement with respect to Note B (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 Note B as described in clause (c)
below). In connection with any such permitted Transfer of a portion of Note B and for all purposes of this Agreement, the other
Noteholders need only recognize the majority holder of Note B for purposes of notices, consents and other communications between
Noteholders, and such majority holder of Note B shall be the only Person authorized hereunder to exercise any rights of the Note
B Holder under this Agreement; provided, however, the majority holder of Note B may from time to time designate any
other Person as an additional party entitled to receive notices, consents and other communications and/or to exercise rights on
behalf of the Note B Holder hereunder by delivering written notice thereof 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 and the Note A-6 Holder, 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;


 






    55 


     


    

 


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 Note B, the aforesaid delegation of rights shall terminate and be of no further force
and effect.


 


(d)       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 and the Note A-6 Holder 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 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.


 


(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, 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


 






    56 


     


    

 


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 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;


 






    57 


     


    

 


(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 Servicer shall automatically become and be the Agent.


 






    58 


     


    

 


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 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 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 and the Initial
Note B Holder 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 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 and the Note B Holder hereby
designates 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 Note B Holder 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 Note B Holder shall be entitled to receive its 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


 






    59 


     


    

 


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 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 Note B Holder.


 


(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, 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 and the Note A-6 Holder acknowledge and agree that (i) the Note B Holder shall not be required to incur any out-of-pocket
expenses in connection with a Securitization of Note A-1, Note A-2, Note A-3,


 






    60 


     


    

 


Note A-4, Note A-5 or Note A-6 and (ii) the Note
B Holder shall not be required to disclose any of the beneficial owners of the managed account on behalf of which it is holding
Note B.


 


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 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 Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the
Note A-5 Holder or the Note A-6 Holder unless a


 






    61 


     


    

 


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 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 Note A-1 Holder,
the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder or the Note A-6 Holder or the Note B Holder,
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 Note Holder or the Mortgage Loan Borrower shall be required by law to deduct and withhold Taxes from interest,
fees or other amounts payable to any Non-Lead Securitization Note Holder or the Note B Holder with respect to the Mortgage Loan
as a result of any Non-Lead Securitization Note Holder or the Note B Holder constituting a Non-Exempt Person, the Lead Securitization
Note Holder, in its capacity as Servicer, shall be entitled to do so with respect to such Non-Lead Securitization Note Holder’s
or Note B Holder’s interest in such payment (all withheld amounts being deemed paid to such Noteholder), provided
that the Lead Securitization Note Holder shall furnish such Noteholder


 






    62 


     


    

 


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


 


(c)       Each
Non-Lead Securitization Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) and the Note
B Holder represent to the Lead Securitization Note Holder (for the benefit of the Mortgage Loan Borrower) that it is not a Non-Exempt
Person and that neither the Lead Securitization Note Holder nor the Mortgage Loan Borrower is obligated under applicable law to
withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise pursuant to this Agreement. Contemporaneously
with the execution of this Agreement and from time to time as necessary during the term of this Agreement, the Non-Lead Securitization
Note Holders (to the extent it is not the same entity as the Lead Securitization Note Holder) and the Note B Holder shall deliver
to the Lead Securitization Note Holder or Servicer, as applicable, evidence satisfactory to the Lead Securitization Note Holder
substantiating that such Noteholder is not a Non-Exempt Person and that the Lead Securitization Note Holder is not obligated under
applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise under this Agreement. Without
limiting the effect of the foregoing, (i) if 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
Note Holder 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 Note Holder 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


 






    63 


     


    

 


executed by such Noteholder, as evidence of such Noteholder’s exemption from the withholding of United
States tax with respect thereto. The Lead Securitization Note Holder shall not be obligated to make any payment hereunder to any
Non-Lead Securitization Note Holders or the Note B Holder in respect of their respective Notes or otherwise until such Noteholder
shall have furnished to the Lead Securitization Note Holder 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 Note
B) will be held by the Lead Securitization Note Holder (or a custodian acting on behalf of the Lead Securitization Note Holder)
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 Note Holder (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 Note Holder (or the Servicer on its behalf), shall also be
delivered by the applicable party to the Non-Lead Securitization Note Holders.


 


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;


 






    64 


     


    

 


(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


 


(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 Note Holder. 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. Natixis, 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 Servicer shall be deemed to have been automatically appointed as the successor Agent under this Agreement in
place of Natixis without any further notice or other action. The termination or resignation of such Servicer, as Master Servicer
under the Servicing Agreement, shall be deemed a termination or resignation of such Servicer as Agent under this Agreement, and
any successor master servicer shall be deemed to have been automatically appointed as the successor Agent under this Agreement
in place thereof without any further notice or other action.


 


Section 40.        Resizing.
For so long as Note A-1, Note A-4, Note A-5 or Note A-6, 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


 






    65 


     


    

 


 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 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]


 




    66 


     


    

 


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


 





	 	NATIXIS REAL ESTATE CAPITAL LLC,
	 	as Initial Note A-1 Holder and Initial Agent
	 	 	 
	 	By:	/s/ Jerry Tang
	 	 	Name: Jerry Tang
	 	 	Title: Director
	 	 	 
	 	By:	/s/ Delphine Clerjaud
	 	 	Name: Delphine Clerjaud
	 	 	Title: Vice President
	 	 	 
	 	 	 
	 	NATIXIS REAL ESTATE CAPITAL LLC,
	 	as Initial Note A-2 Holder
	 	 	 
	 	By:	 /s/ Jerry Tang
	 	 	Name: Jerry Tang
	 	 	Title: Director
	 	 	 
	 	By:	/s/ Delphine Clerjaud
	 	 	Name: Delphine Clerjaud
	 	 	Title: Vice President
	 	 	 
	 	NATIXIS REAL ESTATE CAPITAL LLC,
	 	as Initial Note A-3 Holder
	 	 	 
	 	By:	 /s/ Jerry Tang
	 	 	Name: Jerry Tang
	 	 	Title: Director
	 	 	 
	 	By:	/s/ Delphine Clerjaud
	 	 	Name: Delphine Clerjaud
	 	 	Title: Vice President
	 	 	 
	 	 	 
	 	NATIXIS REAL ESTATE CAPITAL LLC,
	 	as Initial Note A-4 Holder
	 	 	 
	 	By:	 /s/ Jerry Tang
	 	 	Name: Jerry Tang
	 	 	Title: Director
	 	 	 
	 	By:	/s/ Delphine Clerjaud
	 	 	Name: Delphine Clerjaud
	 	 	Title: Vice President







 





AGREEMENT BETWEEN NOTEHOLDERS – QLIC


 



    


     


    







 





	 	NATIXIS REAL ESTATE CAPITAL LLC,
	 	as Initial Note A-5 Holder
	 	 	 
	 	By:	/s/ Jerry Tang
	 	 	Name: Jerry Tang
	 	 	Title: Director
	 	 	 
	 	By:	/s/ Delphine Clerjaud
	 	 	Name: Delphine Clerjaud
	 	 	Title: Vice President
	 	 	 
	 	NATIXIS REAL ESTATE CAPITAL LLC,
	 	as Initial Note A-6 Holder
	 	 	 
	 	By:	/s/ Jerry Tang
	 	 	Name: Jerry Tang
	 	 	Title: Director
	 	 	 
	 	By:	/s/ Delphine Clerjaud
	 	 	Name: Delphine Clerjaud
	 	 	Title: Vice President
	 	 	 
	 	NATIXIS REAL ESTATE CAPITAL LLC,
	 	as Initial Note B Holder
	 	 	 
	 	By:	/s/ Jerry Tang
	 	 	Name: Jerry Tang
	 	 	Title: Director
	 	 	 
	 	By:	/s/ Delphine Clerjaud
	 	 	Name: Delphine Clerjaud
	 	 	Title: Vice President







 


AGREEMENT BETWEEN NOTEHOLDERS – QLIC


 






    


     


    

 


EXHIBIT A



MORTGAGE LOAN SCHEDULE


 


A.       Description
of Mortgage Loan:


  


	Mortgage Loan Agreement:	Loan Agreement, dated as of December 28, 2015 between Natixis Real Estate Capital LLC, as Lender and the Mortgage Loan Borrower
	Mortgage Loan Borrower:	24th Street LIC LLC
	Date of the Mortgage Loan Agreement and the Mortgage: 	December 28, 2015
	Initial Principal Amount of Mortgage Loan:	$165,000,000.00
	Location of Mortgaged Property:	Long Island City, New York
	Initial Maturity Date:	January 5, 2026


 


B.       Description of Note Interests:


 


	Initial Note A-1 Principal Balance:	$45,000,000
	Initial Note A-2 Principal Balance:	$50,000,000
	Initial Note A-3 Principal Balance:	$25,000,000
	Initial Note A-4 Principal Balance:	$10,000,000
	Initial Note A-5 Principal Balance:	$10,000,000
	Initial Note A-6 Principal Balance:	$5,000,000
	Initial Note B Principal Balance:	$20,000,000
	Initial Note A-1 Percentage Interest: 	27.2727%
	Initial Note A-2 Percentage Interest: 	42.4242%
	Initial Note A-3 Percentage Interest: 	3.0303%



 






    A-1


     


    

 


	Initial Note A-4 Percentage Interest: 	6.0606%
	Initial Note A-5 Percentage Interest: 	6.0606%
	Initial Note A-6 Percentage Interest: 	3.0303%
	Initial Note B Percentage Interest:	12.1212%
	Initial Note A-1 Rate:	4.3997%
	Initial Note A-2 Rate:	4.3997%
	Initial Note A-3 Rate:	4.3997%
	Initial Note A-4 Rate:	4.3997%
	Initial Note A-5 Rate:	4.3997%
	Initial Note A-6 Rate:	4.3997%
	Initial Note B Rate:	6.250%




    A-2


     


    

 


EXHIBIT B


 


Initial Note A-1 Holder:

Natixis Real Estate Capital LLC



Notice Address:

Natixis Real Estate Capital LLC





1251 Avenue of the Americas 


New York, New York 10020





Attention: Khaled Mohiuddin 


Facsimile: (212) 891-5777


 


with a copy to:


 


Natixis Real Estate Capital LLC





Office of Chief Operating Officer 


1251 Avenue of the Americas





New York, New York 10020 


Facsimile: (212) 891-6288


 


with a copy to:


 


Natixis North America LLC


Office of the General Counsel 


1251 Avenue of the Americas


New York, New York 10020


 


for legal notices, with a copy to:


 


legal.notices@us.natixis.com







    B-1


     


    




 


Initial Note A-2 Holder:

Natixis Real Estate Capital LLC



Notice Address:

Natixis Real Estate Capital LLC





1251 Avenue of the Americas 


New York, New York 10020





Attention: Khaled Mohiuddin 


Facsimile: (212) 891-5777


 


with a copy to:


 


Natixis Real Estate Capital LLC





Office of Chief Operating Officer 


1251 Avenue of the Americas


New York, New York 10020 


Facsimile: (212) 891-6288


 


with a copy to:


 


Natixis North America LLC


Office of the General Counsel 


1251 Avenue of the Americas





New York, New York 10020


 


for legal notices, with a copy to:


 


legal.notices@us.natixis.com







    B-2


     


    




 


Initial Note A-3 Holder:

Natixis Real Estate Capital LLC



Notice Address:

Natixis Real Estate Capital LLC





1251 Avenue of the Americas 


New York, New York 10020





Attention: Khaled Mohiuddin 


Facsimile: (212) 891-5777


 


with a copy to:


 


Natixis Real Estate Capital LLC 


Office of Chief Operating Officer


1251 Avenue of the Americas 


New York, New York 10020 


Facsimile: (212) 891-6288


 


with a copy to:


 


Natixis North America LLC





Office of the General Counsel 


1251 Avenue of the Americas





New York, New York 10020


 


for legal notices, with a copy to:


 


legal.notices@us.natixis.com








    B-3


     


    









Initial Note A-4 Holder:

Natixis Real Estate Capital LLC



Notice Address:

Natixis Real Estate Capital LLC





1251 Avenue of the Americas 


New York, New York 10020





Attention: Khaled Mohiuddin 


Facsimile: (212) 891-5777


 


with a copy to:


 


Natixis Real Estate Capital LLC





Office of Chief Operating Officer 


1251 Avenue of the Americas





New York, New York 10020 


Facsimile: (212) 891-6288


 


with a copy to:


 


Natixis North America LLC


Office of the General Counsel 


1251 Avenue of the Americas





New York, New York 10020 


for legal notices, with a copy to:


 


legal.notices@us.natixis.com



 






    B-4


     


    




 


Initial Note A-5 Holder:

Natixis Real Estate Capital LLC



Notice Address:

Natixis Real Estate Capital LLC





1251 Avenue of the Americas 


New York, New York 10020





Attention: Khaled Mohiuddin 


Facsimile: (212) 891-5777


 


with a copy to:


 


Natixis Real Estate Capital LLC


Office of Chief Operating Officer 


1251 Avenue of the Americas





New York, New York 10020 


Facsimile: (212) 891-6288


 


with a copy to:


 


Natixis North America LLC





Office of the General Counsel 


1251 Avenue of the Americas





New York, New York 10020


 


for legal notices, with a copy to:


 


legal.notices@us.natixis.com








    B-5


     


    




 


Initial Note A-6 Holder:

Natixis Real Estate Capital LLC



Notice Address:

Natixis Real Estate Capital LLC 


1251 Avenue of the Americas





New York, New York 10020 


Attention: Khaled Mohiuddin





Facsimile: (212) 891-5777


 


with a copy to:


 


Natixis Real Estate Capital LLC 


Office of Chief Operating Officer





1251 Avenue of the Americas 


New York, New York 10020





Facsimile: (212) 891-6288


 


with a copy to:


 


Natixis North America LLC 


Office of the General Counsel





1251 Avenue of the Americas 


New York, New York 10020


 


for legal notices, with a copy to:


 


legal.notices@us.natixis.com








    B-6


     


    




 


Initial Note B Holder:

Natixis Real Estate Capital LLC



Notice Address:

Natixis Real Estate Capital LLC 


1251 Avenue of the Americas





New York, New York 10020 


Attention: Khaled Mohiuddin





Facsimile: (212) 891-5777


 


with a copy to:


 


Natixis Real Estate Capital LLC 


Office of Chief Operating Officer





1251 Avenue of the Americas 


New York, New York 10020





Facsimile: (212) 891-6288


 


with a copy to:


 


Natixis North America LLC





Office of the General Counsel 


1251 Avenue of the Americas





New York, New York 10020


 


for legal notices, with a copy to:


 


legal.notices@us.natixis.com



 




    B-7


     


    

EXHIBIT C



PERMITTED FUND MANAGERS


 





1. Apollo Global Real Estate


2. Archon Capital, L.P.


3. AREA Property Partners


4. BlackRock, Inc.


5. The Blackstone Group International Ltd.


6. Capital Trust, Inc.


7. Clarion Partners


8. Colony Capital, Inc.


9. DLJ Real Estate Capital Partners


10. Eightfold Real Estate Capital, L.P.


11. Fortress Investment Group LLC


12. Garrison Investment Group


13. Goldman, Sachs & Co.


14. iStar Financial Inc.


15. J.E. Roberts Companies


16. Lend-Lease Real Estate Investments


17. LoanCore Capital


18. Lonestar Funds


19. Praedium Group


20. Raith Capital Partners, LLC


21. Rialto Capital Management, LLC


22. Rockpoint Group


23. Starwood Capital/Starwood Financial Trust


24. Torchlight Investors


25. Walton Street Capital, LLC


26. Westbrook Partners


27. WestRiver Capital


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


29. Square Mile Capital Management
LLC


30. USAA Real Estate Company


 




    C-1


     


    









 





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 Note Holder on the applicable Master Servicer Remittance Date;


 


(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 Note Holder shall provide in a timely
manner to the depositor and the trustee for any prior Securitization a copy of the Lead Securitization Servicing Agreement and
each Servicer (at the expense of the Lead Securitization Note Holder) 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
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


 






    I-1


     


    

 


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 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 funds but, in any event, the Master Servicer
shall remit such amounts within two Business Days of receipt of properly identified funds;


 


(viii)       provide
that the Non-Lead Securitization Note Holders 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;


 


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


 






    I-2


     


    

  


(xi)       satisfy
Moody’s rating methodology 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 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 Note Holders as required,
failure to deliver (or cause to be delivered) materials or information required in order for the Non-Lead Securitization Note Holders
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 Note Holder and such
documents are in the possession of the applicable party to the Servicing Agreement.


 






    I-3