Exhibit 4.12





 





EXECUTION VERSION


 







 


AGREEMENT BETWEEN NOTE HOLDERS

 


Dated as of March 14, 2019



by and between


 


UBS AG, BY AND THROUGH ITS BRANCH OFFICE
AT 1285 AVENUE OF THE


AMERICAS, NEW YORK, NEW YORK





(Initial Note A-1 Holder, Initial Note A-3
Holder, Initial Note A-6 Holder and Initial Note A-7-1 Holder)


 


and


 


MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS
LLC

(Initial Note A-2 Holder, Initial Note A-4 Holder, Initial Note A-5 Holder, Initial Note A-7-2


Holder and Initial Note A-8 Holder)


 


The Block Northway


 









    


     


    

 


TABLE OF CONTENTS


 





	 	 	Page
	Section 1	Definitions	2
	Section 2	Servicing of the Mortgage Loan	17
	Section 3	Priority of Payments	23
	Section 4	Workout	24
	Section 5	Administration of the Mortgage Loan	25
	Section 6	Rights of the Controlling Note Holder	29
	Section 7	Appointment of Special Servicer	32
	Section 8	Payment Procedure	33
	Section 9	Limitation on Liability of the Note Holders	34
	Section 10	Bankruptcy	34
	Section 11	Representations of the Note Holders	35
	Section 12	No Creation of a Partnership or Exclusive Purchase Right	35
	Section 13	Other Business Activities of the Note Holders	35
	Section 14	Sale of the Notes	36
	Section 15	Registration of the Notes and Each Note Holder	39
	Section 16	Governing Law; Waiver of Jury Trial	39
	Section 17	Submission To Jurisdiction; Waivers	40
	Section 18	Modifications	40
	Section 19	Successors and Assigns; Third Party Beneficiaries	40
	Section 20	Counterparts	41
	Section 21	Captions	41
	Section 22	Severability	41
	Section 23	Entire Agreement	41
	Section 24	Withholding Taxes	41
	Section 25	Custody of Mortgage Loan Documents	42
	Section 26	Cooperation in Securitization	43
	Section 27	Notices	44
	Section 28	Broker	44
	Section 29	Certain Matters Affecting the Agent	44
	Section 30	Reserved	45
	Section 31	Resignation of Agent	45
	Section 32	Resizing	45







 






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This AGREEMENT BETWEEN
NOTE HOLDERS (this “Agreement”), dated as of March 14, 2019 by and between UBS AG, by and through its branch
office at 1285 Avenue of the Americas, New York, New York (“UBS AG, New York Branch” and, together with its
successors and assigns in interest, in its capacity as initial owner of Note A-1 described below, the “Initial Note A-1
Holder”, in its capacity as the initial agent, the “Initial Agent”, in its capacity as initial owner
of Note A-3 described below, the “Initial Note A-3 Holder”), in its capacity as initial owner of Note A-6 described
below, the “Initial Note A-6 Holder”) and in its capacity as initial owner of Note A-7-1 described below, the
“Initial Note A-7-1 Holder”) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC (“MSMCH” and,
together with its successors and assigns in interest, in its capacity as initial owner of Note A-2 described below, the “Initial
Note A-2 Holder”, in its capacity as initial owner of Note A-4 described below, the “Initial Note A-4 Holder”,
in its capacity as initial owner of Note A-5 described below, the “Initial Note A-5 Holder”, in its capacity
as initial owner of Note A-7-2 described below, the “Initial Note A-7-2 Holder” and in its capacity as initial
owner of Note A-8 described below, the “Initial Note A-8 Holder”); the Initial Note A-1 Holder, the Initial
Note A-2 Holder, the Initial Note A-3 Holder, the Initial Note A-4 Holder, the Initial Note A-5 Holder, the Initial Note A-6 Holder,
the Initial Note A-7-1 Holder, the Initial Note A-7-2 Holder and the Initial Note A-8 Holder are referred to collectively herein
as the “Initial Note Holders”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Mortgage Loan Agreement (as defined herein), UBS AG, New York Branch originated a certain loan (the “Mortgage Loan”)
described on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to the mortgage
loan borrower described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which is evidenced, inter
alia, by nine promissory notes (each, a “Note” and collectively, as amended, modified or supplemented, the
“Notes”), each dated February 15, 2019, (i) with the first such note in the original principal amount of $30,000,000
(as further amended, modified, consolidated, or supplemented, “Note A-1”), made by the Mortgage Loan Borrower
in favor of the Initial Note A-1 Holder, (ii) with the second such note in the original principal amount of $20,000,000 (as further
amended, modified, consolidated, or supplemented, “Note A-2”), made by the Mortgage Loan Borrower in favor of
UBS AG, New York Branch and subsequently transferred to the Initial Note A-2 Holder, (iii) with the third such note in the original
principal amount of $10,000,000 (as further amended, modified, consolidated, or supplemented, “Note A-3”), made
by the Mortgage Loan Borrower in favor of the Initial Note A-3 Holder, (iv) with the fourth such note in the original principal
amount of $8,000,000 (as further amended, modified, consolidated, or supplemented, “Note A-4”), made by the
Mortgage Loan Borrower in favor of UBS AG, New York Branch and subsequently transferred to the Initial Note A-4 Holder, (v) with
the fifth such note in the original principal amount of $5,000,000 (as further amended, modified, consolidated, or supplemented,
“Note A-5”), made by the Mortgage Loan Borrower in favor of UBS AG, New York Branch and subsequently transferred
to the Initial Note A-5 Holder, (vi) with the sixth such note in the original principal amount of $1,000,000 (as further amended,
modified, consolidated, or supplemented, “Note A-6”), made by the Mortgage Loan Borrower in favor of the Initial
Note A-6 Holder, (vii) with the seventh such note in the original principal balance of $1,000,000 (as further amended, modified,
consolidated, or supplemented, “Note A-7-1”), made by the Mortgage Loan Borrower


 






    


     


    

 


 


in
favor of the Initial Note A-7-1 Holder, (viii) with the eighth such note in the original principal balance of $3,000,000 (as further
amended, modified, consolidated, or supplemented, “Note A-7-2”), made by the Mortgage Loan Borrower in favor
of UBS AG, New York Branch and subsequently transferred to the Initial Note A-7-2 Holder and (ix) with the ninth such note in
the original principal amount of $6,000,000 (as further amended, modified, consolidated, or supplemented, “Note A-8”,
together with Note A-1, Note A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7-1 and Note A-7-2, the “Notes”)
made by the Mortgage Loan Borrower in favor of UBS AG, New York Branch and subsequently transferred to the Initial Note A-8 Holder;


 


WHEREAS, each of the
Notes is secured by a first mortgage (as amended, modified or supplemented, the “Mortgage”) on certain real
property located as described on the Mortgage Loan Schedule (the “Mortgaged Property”);


 


WHEREAS, each Initial
Note Holder currently intends, but is not bound, to sell, transfer and assign all or a portion of its right, title and interest
in and to its respective Note 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;


 


WHEREAS, each Initial
Note Holder desires to enter into this Agreement to memorialize the terms under which they, and their successors and assigns, shall
hold the Notes;


 


NOW, THEREFORE, in consideration
of the mutual covenants herein contained, the parties hereto mutually agree as follows:


 


Section 1.         Definitions. References to a “Section” or the “recitals” are, unless otherwise specified,
to a Section or the recitals of this Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed
thereto in the Lead Securitization Servicing Agreement. Whenever used in this Agreement, the following terms shall have the respective
meanings set forth below unless the context clearly requires otherwise. Whenever a term is defined as having the meaning set forth
in the Lead Securitization Servicing Agreement or substantially similar language, it shall be deemed to refer to the definition
of such term (or if no such definition exists, the definition of any term substantially similar thereto) as is set forth in the
Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 






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“Agent Office”
shall mean the designated office of the Agent, which office, as of the date of this Agreement, is the office of the Initial Note
A-6 Holder listed on Exhibit B hereto, and which is the address to which notices to and correspondence with the Agent should
be directed. The Agent may change the address of its designated office by notice to the Note Holders.


 


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


 


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


 


“Asset Representations
Reviewer” shall mean the asset representations reviewer appointed as provided in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 


“Certificate”
shall mean any certificate issued pursuant to a Securitization.


 


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


 


“Certificateholder”
shall mean any holder of a Certificate issued pursuant to a Securitization, to the extent provided under the terms of the related
Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 






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


 


“Controlling
Note” shall mean Note A-6.


 


“Controlling
Note Holder” shall mean the holder of the Controlling Note; provided that at any time the Controlling Note is included
in a Securitization, references to the “Controlling Note Holder” herein shall mean the holders of the majority of the
class of securities issued in such Securitization designated as the “controlling class” or any other party that is
assigned the rights to exercise the rights of the “Controlling Note Holder” hereunder, as and to the extent provided
in the related Securitization Servicing Agreement; provided that for so long as 25% or more of the Controlling Note is held by
(or the party assigned the rights to exercise the rights of the “Controlling Note Holder” (as described above) is)
the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, the Controlling Note (and such party assigned the rights
to exercise the rights of the “Controlling Note Holder” as described above) shall not be entitled to exercise any rights
of the Controlling Note Holder, and there shall be deemed to be no Controlling Note Holder hereunder. If the Controlling Note is
included in a Securitization, the related Securitization Servicing Agreement may contain additional limitations on the rights of
the designated party entitled to exercise the rights of the “Controlling Note Holder” hereunder if such designated
party is the Mortgage Loan Borrower or if it has certain relationships with the Mortgage Loan Borrower.


 


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


 


“Custodian”
shall mean the custodian under the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


“First Securitization”
shall mean the earliest to occur of the Note A-1 Securitization, the Note A-2 Securitization, the Note A-3 Securitization, the
Note A-4 Securitization, the Note A-5 Securitization, the Note A-6 Securitization, the Note A-7-1 Securitization, the Note A-7-2
Securitization and the Note A-8 Securitization.


 


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


 


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


 






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


 


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


 


“Initial Note
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
A6 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Note
A7-1 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Note
A-7-2 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Note
A8 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


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


 


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


 






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


 


“Interested
Person” shall mean the Depositor, any Non-Lead Depositor, the Master Servicer, any Non-Lead Master Servicer, the Special
Servicer, any Non-Lead Special Servicer, the Trustee, any Non-Lead Trustee, the Asset Representations Reviewer, any Non-Lead Asset
Representations Reviewer, any Mortgage Loan Borrower, any manager of any Mortgaged Property, any independent contractor engaged
by any of the foregoing parties, the Controlling Note Holder, the Controlling Note Holder Representative, any Non-Controlling Note
Holder, any Non-Controlling Note Holder Representative, any holder of a related mezzanine loan, or any known Affiliate of any such
party described above.


 


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


 


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


 


“Lead Securitization”
shall mean (a) if the First Securitization is the Note A-6 Securitization, such First Securitization and (b) if the First Securitization
is not the Note A-6 Securitization, (i) for the period from and after the closing date of the First Securitization and prior to
the Note A-6 Securitization Date, the First Securitization, and (ii) on and after the Note A-6 Securitization Date, the Note A-6
Securitization.


 


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


 


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


 


“Lead Securitization
Note” shall mean (a) prior to the Securitization Date, the Controlling Note, and (b) on and after the Securitization
Date, the Notes included in the Lead Securitization.


 


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


 


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


 


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


 


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


 






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“Master Servicer”
shall mean the master servicer appointed as provided in the Lead Securitization Servicing Agreement.


 


“Model PSA”
shall mean the pooling and servicing agreement dated as of December 1, 2018 entered into in connection with the UBS 2018 –
C15 Commercial Mortgage Pass-Through Certificates, Series 2018-C15, between UBS Commercial Mortgage Securitization Corp., as depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and as special servicer, Park Bridge Lender
Services LLC, as operating advisor and as asset representations reviewer, and Wells Fargo Bank, National Association as certificate
administrator and as trustee.


 


“Monthly Payment
Date” shall have the meaning assigned to such term in the Mortgage Loan Agreement.


 


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


 


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


 


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


 


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


 


“Mortgage Loan
Agreement” shall mean the Loan Agreement, dated as of February 15, 2019, between UBS AG, New York Branch, as lender,
and the Mortgage Loan Borrower, as the same may be further amended, restated, supplemented or otherwise modified from time to time,
subject to the terms hereof.


 


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


 


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


 


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


 


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


 


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


 


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


 


“New Notes”
shall have the meaning assigned to such term in Section 32.


 






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“Non-Controlling
Note” means any Note (other than the Controlling Note), including any New Note designated as a “Non-Controlling
Note” hereunder pursuant to Section 32.


 


“Non-Controlling
Note Holder” means any holder of a Non-Controlling Note; provided that at any time such holder’s respective Note
is included in a Securitization, references to such “Non-Controlling Note Holder” herein shall mean the “Directing
Certificateholder” or any other party assigned the rights to exercise the rights of such “Non-Controlling Note Holder”
hereunder, as and to the extent provided in the related Securitization Servicing Agreement and as to the identity of which the
Lead Securitization Note Holder (and the Master Servicer and the Special Servicer) has been given written notice; provided that
for so long as 25% or more of any Non-Controlling Note is held by (or the majority “controlling class” holder or other
party assigned the rights to exercise the rights of such “Non-Controlling Note Holder” (as described above) is) the
Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, such Non-Controlling Note (and the majority “controlling
class” holder or other party assigned the rights to exercise the rights of such “Non-Controlling Note Holder”
as described above) shall not be entitled to exercise any rights of such Non-Controlling Note Holder, and there shall be deemed
to be no Non-Controlling Note Holder hereunder with respect to such Non-Controlling Note. The Lead Securitization Note Holder (or
the Master Servicer or the Special Servicer acting on its behalf) shall not be required at any time to deal with more than one
party in respect of any Note that is exercising the rights of a “Non-Controlling Note Holder” herein or under the Lead
Securitization Servicing Agreement and (x) to the extent that the related Securitization Servicing Agreement assigns such rights
to more than one party or (y) to the extent any Note is split into two or more New Notes pursuant to Section 32, for purposes of
this Agreement, the applicable 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 a Non-Controlling Note Holder, as a Non-Controlling Note Holder under this Agreement. If the
Non-Controlling Note is included in a Securitization, the related Securitization Servicing Agreement may contain additional limitations
on the rights of the designated party entitled to exercise the rights of the “Non-Controlling Note Holder” hereunder
if such designated party is the Mortgage Loan Borrower or if it has certain relationships with the Mortgage Loan Borrower.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“Non-Lead Securitization
Servicing Agreement” shall mean the pooling and servicing agreement governing the securitization of any Non-Lead Securitization
Note.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Note A-4 Holder”
shall mean the Initial Note A-4 Holder or any subsequent holder of Note A-4, as applicable.


 


“Note A-4 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the “Note A-4 Principal Balance”
set forth on the Mortgage Loan


 






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


 


“Note A-4
PSA” shall mean the pooling and servicing agreement entered into in connection with the Note A-4 Securitization.


 


“Note A-4
Securitization” shall mean the first sale by the Note A-4 Holder of all or a portion of Note A-4 to
a depositor who will in turn include such portion of Note A-4 as part of the securitization of one or more mortgage loans.


 


“Note A-4
Securitization Date” shall mean the closing date of the Note A-4 Securitization.


 


“Note 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, as applicable.


 


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


 


“Note A-5
PSA” shall mean the “pooling and servicing agreement” entered into in connection with the Note A-5
Securitization.


 


“Note A-5
Securitization” shall mean the first sale by the Note A-5 Holder of all or a portion of Note A-5 to
a depositor who will in turn include such portion of Note A-5 as part of the securitization of one or more mortgage loans.


 


“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-1, as applicable.


 


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


 


“Note A-6
PSA” shall mean the “pooling and servicing agreement” entered into in connection with the Note A-6
Securitization.


 


“Note A-6
Securitization” shall mean the first sale by the Note A-6 Holder of all or a portion of Note A-6 to
a depositor who will in turn include such portion of Note A-6 as part of the securitization of one or more mortgage loans.


 






    -11-


     


    

 


“Note A-6
Securitization Date” shall mean the closing date of the Note A-6 Securitization.


 


“Note A-7-1”
shall have the meaning assigned to such term in the recitals.


 


“Note A-7-1
Holder” shall mean the Initial Note A-7-1 Holder or any subsequent holder of Note A-7-1, as applicable.


 


“Note A-7-1
Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the “Note A-7-1
Principal Balance” set forth on the Mortgage Loan Schedule, less any payments of principal on Note A-7-1 received by the
Note A-7-1 Holder or reductions in the principal balance thereof pursuant to Section 3 or 4, as applicable.


 


“Note A-7-1
PSA” shall mean the “pooling and servicing agreement” entered into in connection with the Note A-7-1
Securitization.


 


“Note A-7-1
Securitization” shall mean the first sale by the Note A-7-1 Holder of all or a portion of Note A-7-1
to a depositor who will in turn include such portion of Note A-7-1 as part of the securitization of one or more mortgage
loans.


 


“Note A-7-1
Securitization Date” shall mean the closing date of the Note A-7-1 Securitization.


 


“Note A-7-2”
shall have the meaning assigned to such term in the recitals.


 


“Note A-7-2
Holder” shall mean the Initial Note A-7-2 Holder or any subsequent holder of Note A-7-2, as applicable.


 


“Note A-7-2
Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the “Note A-7-2
Principal Balance” set forth on the Mortgage Loan Schedule, less any payments of principal on Note A-7-2 received by the
Note A-7-2 Holder or reductions in the principal balance thereof pursuant to Section 3 or 4, as applicable.


 


“Note A-7-2
PSA” shall mean the “pooling and servicing agreement” entered into in connection with the Note A-7-2
Securitization.


 


“Note A-7-2
Securitization” shall mean the first sale by the Note A-7-2 Holder of all or a portion of Note A-7-2
to a depositor who will in turn include such portion of Note A-7-2 as part of the securitization of one or more mortgage
loans.


 


“Note A-7-2
Securitization Date” shall mean the closing date of the Note A-7-2 Securitization.


 


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


 


“Note A-8 Holder”
shall mean the Initial Note A-8 Holder or any subsequent holder of Note A-8, as applicable.


 






    -12-


     


    

 


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


 


“Note A-8
PSA” shall mean the “pooling and servicing agreement” entered into in connection with the Note A-8
Securitization.


 


“Note A-8
Securitization” shall mean the first sale by the Note A-8 Holder of all or a portion of Note A-8 to
a depositor who will in turn include such portion of Note A-8 as part of the securitization of one or more mortgage loans.


 


“Note A-8
Securitization Date” shall mean the closing date of the Note A-8 Securitization.


 


“Note Holder
Representative” shall mean a Controlling Note Holder Representative or a Non-Controlling Note Holder Representative,
as applicable (including any Lead Securitization Directing Certificateholder and any “directing certificateholder”,
“controlling class representative” or similar person acting pursuant to a Securitization Servicing Agreement on behalf
of the Controlling Note Holder or the Non-Controlling Note Holder, as the case may be).


 


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


 


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


 


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


 


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


 


“Operating
Advisor” shall mean the operating advisor appointed as provided in the Lead Securitization Servicing Agreement.


 


“P&I Advance”
shall mean an advance made by a party to any Securitization Servicing Agreement in respect of a delinquent monthly debt service
payment on the Note(s) securitized pursuant to such Securitization Servicing Agreement.


 


“Percentage
Interest” shall mean, with respect to any Note Holder, a fraction, expressed as a percentage, the numerator of which
is the principal balance of the related Note (which, with respect to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder,
the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7-1 Holder, the Note A-7-2 Holder and the Note A-8 Holder,
shall be the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal
Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7-1 Principal Balance, the Note A-7-2 Principal
Balance and the Note A-8 Principal Balance, respectively) and the denominator of which is the principal balance of the Mortgage
Loan.


 






    -13-


     


    

 


“Permitted
Fund Manager” shall mean any Person that on the date of determination is (i) one of the entities on Exhibit C
attached hereto and made a part hereof or any other nationally-recognized manager of investment funds investing in debt or equity
interests relating to commercial real estate, (ii) investing through a fund with committed capital of at least $250,000,000
and (iii) not subject to a proceeding relating to the bankruptcy, insolvency, reorganization or relief of debtors.


 


“Person”
shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization or government or any agency or political subdivision thereof.


 


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


 


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


 


“PSA”
shall mean each of the Note A-1 PSA, Note A-2 PSA, Note A-3 PSA, the Note A-4 PSA, Note A-5 PSA, the Note A-6 PSA, the Note A-7-1
PSA, the Note A-7-2 PSA and the Note A-8 PSA.


 


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


 


(a)       an entity Controlled by, under common Control with or that Controls any of the Initial Note Holders, or


 


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


 


(c)       one or more of the following:


 


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


 


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


 






    -14-


     


    

 


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


 


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


 


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


 


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


 


in the case of any entity referred to in
clause (c)(i), (ii), (iii), (iv)(B) or (v) of this definition, (x) such entity has
at least $200,000,000 in capital/statutory surplus or shareholders’ equity (except with respect to a pension advisory firm
or similar fiduciary) and at least $600,000,000 in total assets (in name or under management), and (y) is regularly engaged
in the business of making or owning commercial real estate loans (or interests therein) similar to the Mortgage Loan (or mezzanine
loans with respect thereto) or owning or operating commercial real estate properties;


  



    -15-


     


    

 





provided that, in the case of the
entity described in clause (iv)(B) above, the requirements of this clause (y) may be satisfied by a general partner,
managing member, or the fund manager responsible for the day-to-day management and operation of such entity; or


 


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


 


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


 


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


 


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


 


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


 






    -16-


     


    

 


Rating
Agency Confirmation by such Rating Agency (only) be obtained for purposes of this Agreement, and any requirement hereunder to
obtain a Rating Agency Confirmation from any Rating Agency may be satisfied or deemed in the same manner that a Rating Agency
Confirmation requirement may be satisfied or deemed satisfied under the Lead Securitization Servicing Agreement. For purposes
of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for a Rating Agency Confirmation
hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for a Rating
Agency Confirmation hereunder and the condition for Rating Agency Confirmation pursuant to this Agreement for any subsequent request
shall apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.


 


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


 


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


 


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


 


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


 






    -17-


     


    

 


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


 


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


 


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


 


“Securitization”
shall mean the Note A-1 Securitization, the Note A-2 Securitization, the Note A-3 Securitization, the Note A-4 Securitization,
the Note A-5 Securitization, the Note A-7-1 Securitization, the Note A-7-2 Securitization and the Note A-8 Securitization, as applicable.


 


“Securitization
Date” shall mean the effective date on which the First Securitization is consummated.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Special Servicer”
shall mean the special servicer appointed with respect to the Mortgage Loan as provided in the Lead Securitization Servicing Agreement.


 






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“Taxes”
shall mean any income or other taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature, now or hereafter
imposed by any jurisdiction or by any department, agency, state or other political subdivision thereof or therein.


 


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


 


“Trustee”
shall mean the trustee appointed as provided in the Lead Securitization Servicing Agreement.


 


“UBS AG, New
York Branch” shall have the meaning assigned to such term in the preamble to this Agreement.


 


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


 


Section 2.         Servicing of the Mortgage Loan.


 


(a)       Each Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced
(a) prior to the Securitization Date, pursuant to the Interim Servicing Agreement, dated as of November 19, 2010 between the Purchaser,
as the assignee of UBS Real Estate Securities Inc. and Midland Loan Services, A Division of PNC Bank, National Association and
(b) on and after the Securitization Date, by the Master Servicer and the Special Servicer pursuant to the terms of this Agreement
and the Lead Securitization Servicing Agreement; provided that to the extent any provision herein refers to a term or other
provision of the “Lead Securitization Servicing Agreement” that is not contained in the Interim Servicing Agreement,
then such term or provision shall be deemed not to apply so long as the Mortgage Loan is being serviced pursuant to the Interim
Servicing Agreement; provided further that the Master Servicer shall not be obligated to advance monthly payments of principal
or interest in respect of any Note other than the Lead Securitization Note if such principal or interest is not paid by the Mortgage
Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance premiums and other expenses related to
the maintenance of the Mortgaged Property and maintenance and enforcement of the lien of the Mortgage thereon, subject to the terms
of the Lead Securitization Servicing Agreement; provided, further that the Special Servicer, when appointed, has the Required Special
Servicer Rating from each Rating Agency then rating a Securitization. Each Note Holder acknowledges that any other Note Holder
may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will, subject to Section 26,
reasonably cooperate with such Securitizing Note Holder, at such Securitizing Note Holder’s expense, to effect such Securitization.
Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents to the
appointment of the Master Servicer and the Trustee under the Lead Securitization Servicing Agreement by the


 






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Depositor
and the appointment of the Special Servicer by the Controlling Note Holder and agrees to reasonably cooperate with the Master
Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization
Servicing Agreement. Each Note Holder hereby appoints the Master Servicer, the Special Servicer and the Trustee in the Lead Securitization
as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and
servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights
of the Note Holder set forth herein and in the Lead Securitization Servicing Agreement). The Lead Securitization Servicing Agreement
shall not limit the Servicer in enforcing the rights of one Note Holder against any other Note Holder as may be required in order
to service the Mortgage Loan as contemplated by this Agreement and the Lead Securitization Servicing Agreement; provided,
that it is also understood and agreed that nothing in this sentence shall be construed to otherwise limit the rights of one Note
Holder with respect to any other Note Holder. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement
(i) to service the Mortgage Loan in accordance with the Servicing Standard, the terms of the Mortgage Loan Documents, the Lead
Securitization Servicing Agreement and applicable law, (ii) to provide information to each servicer under each Non-Lead Securitization
Servicing Agreement necessary to enable each such servicer to perform its servicing duties under such Non-Lead Securitization
Servicing Agreement, and (iii) to not take any action or refrain from taking any action or follow any direction inconsistent with
the foregoing.


 


At any time that the
Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Note Holders agree to
cause the Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note Holders, pursuant
to a servicing agreement that has servicing terms substantially similar to the Lead Securitization Servicing Agreement and all
references herein to the “Lead Securitization Servicing Agreement” shall mean such subsequent servicing agreement;
provided, that if a Non-Lead Securitization Note is in a Securitization and the servicer(s) to be appointed under such replacement
servicing agreement would not otherwise meet the conditions to be a servicer under the Lead Securitization Servicing Agreement
that is being replaced or the special servicer to be appointed under such replacement servicing agreement does not have the Required
Special Servicer Rating from Each Rating Agency then rating securities of a Non-Lead Securitization, then a Rating Agency Confirmation
shall have been obtained from each Rating Agency with respect to the securities issued in connection with such Securitization for
such Non-Lead Securitization Note; provided, further, that until a replacement servicing agreement has been entered
into, the Lead Securitization Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Lead Securitization
Servicing Agreement, as if such agreement were still in full force and effect with respect to the Mortgage Loan, by the applicable
Servicer in the Lead Securitization or by any Person appointed by the Lead Securitization Note Holder that is a qualified servicer
meeting the requirements of the Lead Securitization Servicing Agreement (and, in the case of an appointed special servicer, that
has the Required Special Servicer Rating from each Rating Agency then rating securities of a Non-Lead Securitization). The Note
Holders acknowledge that at any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing
Agreement, the Master Servicer shall have no further obligation to make P&I Advances with respect to the Mortgage Loan.


 






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(b)       The Master Servicer shall be the lead master servicer on the Mortgage Loan, and from time to time it (or the Trustee, to
the extent provided in the Lead Securitization Servicing Agreement) shall make the following advances, subject to the terms of
the Lead Securitization Servicing Agreement and this Agreement: (i) Servicing Advances on the Mortgage Loan and (ii) P&I Advances
on the Lead Securitization Note. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to
reimbursement for a Servicing Advance, first from funds on deposit in the Collection Account (as defined in the Lead Securitization
Servicing Agreement) and/or the related Companion Distribution Account (as defined in the Lead Securitization Servicing Agreement)
for the Mortgage Loan that (in any case) represent amounts received on or in respect of the Mortgage Loan, and then, in
the case of Servicing Advances that are Nonrecoverable Advances, if such funds on deposit in the Collection Account and Companion
Distribution Account are insufficient, from general collections of the Lead Securitization as provided in the Lead Securitization
Servicing Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to reimbursement
for interest on a Servicing Advance (including any Nonrecoverable Advance) at the Reimbursement Rate in the manner and from the
sources provided in the Lead Securitization Servicing Agreement, including from general collections of the Lead Securitization.
Notwithstanding the foregoing, to the extent the Master Servicer, the Special Servicer or the Trustee, as applicable, obtains funds
from general collections of the Lead Securitization as a reimbursement for a Servicing Advance that is a Nonrecoverable Advance
or any interest on a Servicing Advance (including any Nonrecoverable Advance) at the Reimbursement Rate, each Non-Lead Securitization
Note Holder (including any Securitization Trust into which such Non-Lead Securitization Note is deposited) shall be required to,
promptly following notice from the Master Servicer, reimburse the Lead Securitization for its pro rata share of such Nonrecoverable
Advance or interest thereon at the Reimbursement Rate.


 


In addition,
any Non-Lead Securitization Note Holder (including, but not limited to, any Securitization Trust into which such Non-Lead Securitization
Note is deposited) shall be required to, promptly following notice from the Master Servicer or the Special Servicer, pay or reimburse
the Lead Securitization for such Non-Lead Securitization Note Holder’s pro rata share of any fees, costs or expenses
incurred in connection with the servicing and administration of the Mortgage Loan as to which the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee, the Operating Advisor, the Depositor or CREFC®, as applicable,
is entitled to be reimbursed pursuant to the Lead Securitization Servicing Agreement, to the extent amounts on deposit in the related
“Companion Distribution Account” are insufficient for reimbursement of such amounts. Each Non-Lead Securitization Note
Holder agrees to indemnify (as and to the same extent the Lead Securitization Trust is required to indemnify each of the following
parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of the Lead Securitization Servicing
Agreement) each of the Depositor under the Lead Securitization Servicing Agreement, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee and the Operating Advisor (and any director, officer, employee or agent of any of the
foregoing, to the extent such parties are identified as indemnified parties in the Lead Securitization Servicing Agreement in respect
of other mortgage loans) (the “Indemnified Parties”) against any claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with servicing
and administration of the Mortgage Loan (or, with respect to the Operating Advisor, incurred in connection with the provision of
services for the Mortgage Loan) under the


 






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Lead
Securitization Servicing Agreement (collectively, the “Indemnified Items”) to the extent of its pro rata
share of such Indemnified Items, and to the extent amounts on deposit in the related “Companion Distribution Account”
are insufficient for reimbursement of such amounts, each Non-Lead Securitization Note Holder shall be required to, promptly following
notice from the Master Servicer, the Special Servicer or the Trustee, reimburse each of the applicable Indemnified Parties for
its pro rata share of the insufficiency.


 


Any Non-Lead
Master Servicer (or Non-Lead Trustee (if not made by such Non-Lead Master Servicer)) may be required to make P&I Advances on
the respective Non-Lead Securitization Note, from time to time, subject to the terms of the related Non-Lead Securitization Servicing
Agreement, the Lead Securitization Servicing Agreement and this Agreement. The Master Servicer, the Special Servicer and the Trustee,
as applicable, shall be entitled to make their own recoverability determination with respect to a P&I Advance to be made on
the Lead Securitization Note based on the information that they have on hand and in accordance with the Lead Securitization Servicing
Agreement. Any Non-Lead Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee under any Non-Lead Securitization Servicing
Agreement, as applicable, shall be entitled to make its own recoverability determination with respect to a P&I Advance to be
made on the related Non-Lead Securitization Note based on the information that they have on hand and in accordance with the related
Non-Lead Securitization Servicing Agreement. The Master Servicer or the Trustee, as applicable, and any Non-Lead Master Servicer
or Non-Lead Trustee, as applicable, shall each be required to notify the other of the amount of its P&I Advance within two
business days of making such advance. If the Master Servicer, the Special Servicer or the Trustee, as applicable (with respect
to the Lead Securitization Note) or a Non-Lead Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee, as applicable (with
respect to a Non-Lead Securitization Note), determines that a proposed P&I Advance, if made, would be non-recoverable or an
outstanding P&I Advance is or would be non-recoverable, or if the Master Servicer, the Special Servicer or the Trustee, as
applicable, subsequently determines that a proposed Servicing Advance would be non-recoverable or an outstanding Servicing Advance
is or would be non-recoverable, then the Master Servicer or the Trustee (as provided in the Lead Securitization Servicing Agreement,
in the case of the determination of non-recoverability by the Master Servicer, the Special Servicer or the Trustee) or such Non-Lead
Master Servicer or Non-Lead Trustee (as provided in the related Non-Lead Securitization Servicing Agreement, in the case of the
a determination of non-recoverability by a Non-Lead Master Servicer, a Non-Lead Special Servicer or a Non-Lead Trustee) shall notify
the Master Servicer and the Trustee, or the related Non-Lead Master Servicer and the related Non-Lead Trustee, as the case may
be, of such other Securitization within two business days of making such determination. Each of the Master Servicer and the Trustee,
any Non-Lead Master Servicer and any Non-Lead Trustee, as applicable, shall only be entitled to reimbursement for a P&I Advance
that becomes non-recoverable first from the related Companion Distribution Account from amounts allocable to the Note for
which such P&I Advance was made, and then, if such funds are insufficient, (i) in the case of the Lead Securitization
Note, from general collections of the Lead Securitization Trust, pursuant to the terms of the Lead Securitization Servicing Agreement
and (ii) in the case of a Non-Lead Securitization Note, from general collections of the related Securitization Trust, as and to
the extent provided in the related Non-Lead Securitization Servicing Agreement.


 






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


 


(i)        the Master Servicer shall remit all payments received with respect to the Non-Lead Securitization Note, net of the servicing
fees payable to the Master Servicer and Special Servicer with respect to the Non-Lead Securitization Note, and any other applicable
fees and reimbursements payable to the Master Servicer, the Special Servicer and the Trustee, to the Non-Lead Securitization Note
Holder by the earlier of (x) the Remittance Date and (y) the business day following the “determination date” (or any
term substantially similar thereto) as defined in the Non-Lead Securitization Servicing Agreement (such determination date, the
“Non-Lead Securitization Determination Date), in each case as long as the date of which remittance is required under this
clause (i) is at least one business day after the scheduled monthly payment date under the Mortgage Loan Agreement, provided, that
any late collections received by the Master Servicer after the related due date under the Mortgage Loan shall be remitted by the
Master Servicer in accordance with clause (c)(xiii) below;


 


(ii)       with respect to the Non-Lead Securitization Note that is held by a Securitization, the Master Servicer agrees to deliver
or cause to be delivered or to make available to the Non-Lead Master Servicer all reports required to be delivered by the Master
Servicer to the Certificate Administrator under the Lead Securitization Servicing Agreement (which shall include all loan-level
reports constituting the CREFC® Investor Reporting Package (IRP)) pursuant to the terms of the Lead Securitization Servicing
Agreement, to the extent related to the Mortgage Loan, the Mortgaged Property, a Non-Lead Securitization Note, the Master Servicer,
the Special Servicer, the Certificate Administrator or the Trustee, by the earlier of (x) the master servicer remittance date and
(y) the business day following the “determination date” under the Non-Lead Securitization Determination Date, in each
case so long as the date on which delivery is required under this clause (ii) is at least one business day after the scheduled
monthly payment date under the Mortgage Loan Agreement;


 


(iii)      the Master Servicer and Special Servicer, as applicable, shall provide (in electronic media) to each Non-Controlling Note
Holder all documents, certificates, instruments, notices, reports, operating statements, rent rolls and other information regarding
the Mortgage Loan that it has provided, or that it is required to provide, to the Controlling Note Holder or the Operating Advisor
in connection with any request for consent made to, or consultation with, the Non-Controlling Note Holder;


 


(iv)      the Non-Lead Securitization Note Holder shall be entitled to the same indemnity as the Lead Securitization Note Holder under
the Lead Securitization Servicing Agreement; each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, the Custodian shall be required to (and shall require any Servicing Function Participant or Additional Servicer
engaged by it to) indemnify each Certifying Person and the depositor of any public Securitization related to a Non-Lead Securitization
Note, and their respective directors and officers and controlling persons, to


 






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the
same extent that they indemnify the Depositor (as depositor in respect of the Lead Securitization) and each Certifying Person
for (i) its failure to deliver the items in clause (v) below in a timely manner, (ii) its failure to perform its obligations to
such depositor or Non-Lead Trustee under Article XI (or any article substantially similar thereto that addresses Exchange Act
reporting and Regulation AB compliance) of the Lead Securitization Servicing Agreement by the time required after giving effect
to any applicable grace period or cure period, (iii) the failure of any Servicing Function Participant or Additional Servicer
retained by it (other than a Mortgage Loan Seller Sub-Servicer) to perform its obligations to such depositor or trustee under
such Article XI (or any article substantially similar thereto that addresses Exchange Act reporting and Regulation AB compliance)
of the Lead Securitization Servicing Agreement by the time required and/or (iv) any Deficient Exchange Act Deliverable regarding,
and delivered by or on behalf of, such party;


 


(v)       with respect to any Non-Lead Securitization that is subject (v) to reporting requirements under the Securities Act, the
Exchange Act (including Rule 15Ga-1), and Regulation AB, (a) the Master Servicer, any primary servicer, the Special Servicer, the
Trustee, the 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; provided that such party shall only be required to use commercially
reasonable efforts to cause a Mortgage Loan Seller Sub-Servicer to deliver), to the Non-Lead Depositor and the Non-Lead Trustee,
in a timely manner, (i) the reports, certifications, compliance statements, accountants’ assessments and attestations, and
all information to be included in reports (including, without limitation, Form ABS 15G, Form 10-K, Form 10-D and Form 8-K), and
(ii) upon request, any other materials specified in the Non-Lead Securitization Servicing Agreement, in the case of clauses (i)
and (ii), as the parties to each Non-Lead Securitization may reasonably require in order to comply with their obligations under
the Securities Act, the Exchange Act (including Rule 15Ga-1), Regulation AB and Form SF- 3 and (b) without limiting the generality
of the foregoing, the Initial Note Holder of the Lead Securitization Note shall provide in a timely manner to the Non-Lead Depositor
and the Non-Lead Trustee, if any, a copy of the Lead Securitization Servicing Agreement in EDGAR-compatible format (but not later
than one business day following the closing date of the Lead Securitization) and each Servicer under the Lead Securitization Servicing
Agreement will be required, upon prior written request, to provide to the Non- Lead Depositor and the Non-Lead Trustee, if any,
any other information required to comply in a timely manner with applicable filing requirements under Items 1.01 and 6.02 of Form
8-K, any other disclosure information required pursuant to Regulation AB, in each case in a timely manner for inclusion in any
disclosure document (or for filing under Form 8-K, as applicable), and with respect to such Servicers, upon prior written request,
market indemnification agreements, opinions and Regulation AB compliance letters as were or are being delivered with respect to
the Lead Securitization (in each case at the expense of the Non-Lead Securitization Note Holder). The Master Servicer, any primary
servicer and the Special Servicer shall each be required to provide certification and indemnification to each Certifying Person
with respect to the Sarbanes-Oxley Certification (or analogous terms) as such terms are defined in the Non-Lead Securitization
Servicing Agreement;


  






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(vi)      each of the Master Servicer, the Special Servicer, the Custodian and the Trustee and each Affected Reporting Party (or analogous
term) shall cooperate (and require each Servicing Function Participant and Additional Servicer retained by it to cooperate under
the applicable Sub-Servicing Agreement), with the Non-Lead Depositor (including, without limitation, providing all due diligence
information, reports, written responses, negotiations and coordination) to the same extent as such party is required to cooperate
with the Depositor under Article XI (or any article substantially similar thereto that addresses Exchange Act reporting and Regulation
AB compliance) of the Lead Securitization Servicing Agreement and in connection with Deficient Exchange Act Deliverables. All respective
reasonable out-of-pocket costs and expenses incurred by the Non-Lead Depositor (including reasonable legal fees and expenses of
outside counsel to such depositor) in connection with the foregoing (other than those costs and expenses related to participation
by the Non-Lead Depositor in any telephone conferences and meetings with the United States Securities and Exchange Commission (the
“Commission”) and other costs the Non-Lead Depositor must bear pursuant to Article XI (or any article substantially
similar thereto that addresses Exchange Act reporting and Regulation AB compliance) of the Lead Securitization Servicing Agreement)
and any amendments to any reports filed with the Commission therewith shall be promptly paid by the applicable Affected Reporting
Party upon receipt of an itemized invoice from such Non-Lead Depositor;


 


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


 


(viii)    each Non-Lead Master Servicer and each Non-Lead Special Servicer shall be a third-party beneficiary of the Lead Securitization
Servicing Agreement with respect to all provisions therein expressly relating to compensation, reimbursement or indemnification
of such Non-Lead Master Servicer or Non-Lead Special Servicer, as the case may be, and the provisions regarding coordination of
advances;


 


(ix)      if the Mortgage Loan becomes a Defaulted Mortgage Loan and the Special Servicer determines to sell the Lead Securitization
Note in accordance with the Lead Securitization Servicing Agreement, it shall have the right and the obligation to sell both of
the Notes as notes evidencing one whole loan in accordance with the terms of the Lead Securitization Servicing Agreement. In connection
with any such sale, the Special Servicer shall provide notice to each Non-Lead Master Servicer who shall provide notice to the
related Non-Controlling Note Holder of the planned sale and of such Non- Controlling Note Holder’s opportunity to submit
an offer on the Mortgage Loan;


 


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


 


(xi)      Servicer Termination Events with respect to the Master Servicer and the Special Servicer shall include: (i) solely with
respect to the Master Servicer, the failure to timely remit payments to a Non-Lead Securitization Note Holder, which failure continues


 






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unremedied
for one (1) Business Day following the date on which such payment was to be made; (ii) solely with respect to the Special Servicer,
the failure to deposit into any REO Account any amount required to be so deposited within two (2) Business Days after the date
such deposit was to be made, or the failure to remit to the Master Servicer for deposit into the “Collection Account”
or the “Companion Distribution Account”, as applicable, any amount required to be so remitted by the Special Servicer
within one (1) Business Day after the date such remittance was to be made; (iii) the qualification, downgrade or withdrawal, or
placing on “watch status” in contemplation of a rating downgrade or withdrawal of the ratings of any class of certificates
issued in connection with a Non-Lead Securitization by the rating agencies rating such securities (and such qualification, downgrade,
withdrawal or “watch status” placement shall not have been withdrawn by such rating agencies within sixty (60) days
of actual knowledge of such event by the Master Servicer or the Special Servicer, as the case may be), and publicly citing servicing
concerns with the Master Servicer or Special Servicer, as applicable, as the sole or a material factor in such rating action;
and (iv) the failure to provide to a Non- Lead Securitization Note Holder (if and to the extent required under the related Non-
Lead Securitization) reports required under the Exchange Act, and the rules and regulations thereunder, in a timely fashion. Upon
the occurrence of such a Servicer Termination Event with respect to the Master Servicer affecting a Non-Lead Securitization Note
Holder, and the Master Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Trustee
or the Master Servicer shall, upon the direction of a Non-Lead Securitization Note Holder, require the appointment of a subservicer
with respect to the related Non-Lead Securitization Note. Upon the occurrence of a Servicer Termination Event with respect to
the Special Servicer affecting a Non-Lead Securitization Note Holder, and the Special Servicer is not otherwise terminated pursuant
to the Lead Securitization Servicing Agreement, the Trustee shall, upon direction of a Non-Lead Securitization Note Holder, terminate
the Special Servicer with respect to, but only with respect to, the Mortgage Loan;


 


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


 


(xiii)    any late collections received by the Master Servicer from the Mortgage Loan Borrower that are allocable to a Non-Lead Securitization
Note or reimbursable to a Non-Lead Master Servicer or a Non-Lead Trustee shall be remitted by the Master Servicer to the related
Non-Lead Master Servicer within one (1) Business Day of receipt of properly identified and available funds constituting such late
collections; 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


 






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late
collections to such Non-Lead Master Servicer within one (1) Business Day of receipt of properly identified and available funds
but, in any event, the Master Servicer shall remit such amounts within two (2) Business Days of receipt of properly identified
and available funds;


 


(xiv)    if
a Non-Lead Securitization Note becomes the subject of an Asset Review pursuant to the related Non-Lead Securitization Servicing
Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the related
Non-Lead Asset Representations Reviewer in connection with such Asset Review by providing such Non-Lead Asset Representations
Reviewer with any documents reasonably requested by such Non-Lead Asset Representations Reviewer, but only to the extent (x) such
documents are in the possession of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be,
and (y) such Non- Lead Asset Representations Reviewer has not been able to obtain such documents from the related mortgage loan
seller;


 


(xv)     any conflict between the Lead Securitization Servicing Agreement and this Agreement shall be resolved in favor of this Agreement
provided that in no event shall the Master Servicer or the Special Servicer, as the case may be, take any action or omit to take
any action in accordance with the terms of this Agreement that would cause the Master Servicer or the Special Servicer, as the
case may be, to violate the Servicing Standard or the REMIC Provisions;


 


(xvi)    primary servicing, special servicing, workout and liquidation fee rates shall not exceed 0.0025%, 0.25%, 1.00% and 1.00%,
respectively, subject to any market minimum amounts and fee offsets set forth in the Lead Securitization Servicing Agreement; and


 


(xvii)   each Lead Securitization Servicing Agreement shall also satisfy Moody’s rating methodology as of the closing date
of the Lead Securitization Servicing Agreement for eligible accounts and permitted investments for a securitization rated “Aaa”
by Moody’s.


 


(d)       The holder of the Lead Securitization Note shall: (i) on, or within a timely manner following, the closing date of the Lead
Securitization, provide notice of the closing of the Lead Securitization and send (or provide for access through a financial printer
together with notice (which may be by email) and contact information therefor) a copy (in EDGAR-compatible format) of the Lead
Securitization Servicing Agreement to each other Note Holder; and (ii) give each other Note Holder written notice in a timely manner
(but no later than one (1) business day prior to the applicable filing date) of any re-filing (other than a filing made in connection
with a formal amendment of the Lead Securitization Servicing Agreement) by the Depositor of the Lead Securitization Servicing Agreement
subsequent to the Securitization Date if such filing contains revisions or changes that are material to the other Note Holders.


 


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


 






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


 


(ii)       each of the Indemnified Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required
to indemnify each of such Indemnified Parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the
terms of Lead Securitization Servicing Agreement) by the Securitization Trust holding such Non-Lead Securitization Note, against
any of the Indemnified Items to the extent of its pro rata share of such Indemnified Items, and to the extent amounts on
deposit in the related “Companion Distribution Account” are insufficient for reimbursement of such amounts, the related
Non-Lead Master Servicer will be required to reimburse each of the applicable Indemnified Parties for its pro rata share
of the insufficiency out of general collections in the collection account (or equivalent account) established under such Non-Lead
Securitization Servicing Agreement;


 


(iii)      the related Non-Lead Master Servicer, Non-Lead Certificate Administrator or Non-Lead Trustee will be required to deliver
to the Trustee, the Certificate Administrator, the Special Servicer, the Master Servicer, the Operating Advisor and the Asset Representations
Reviewer (x) promptly following Securitization of such Non-Lead Securitization Note, notice of the deposit of such Non-Lead Securitization
Note into a Securitization Trust (which notice shall also provide contact information for the related


 






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Non-Lead
Trustee, certificate administrator, Non-Lead Master Servicer, Non-Lead Special Servicer and the party designated to exercise the
rights of the “Non-Controlling Note Holder” under this Agreement), accompanied by a certified copy of the executed
Non-Lead Securitization Servicing Agreement and (y) notice of any subsequent change in the identity of the Non-Lead Master Servicer
or the party designated to exercise the rights of the “Non-Controlling Note Holder” with respect to such Non-Lead
Securitization Note under this Agreement (together with the relevant contact information); and


 


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


 


(f)        If a Non-Lead Securitization Note becomes the subject of an Asset Review pursuant to the related Non-Lead Securitization
Servicing Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the
Non-Lead Asset Representations Reviewer or any other party to such Non-Lead Securitization Servicing Agreement in connection with
such Asset Review by providing the Non-Lead Asset Representations Reviewer or such other requesting party with any documents reasonably
requested by the Non-Lead Asset Representations Reviewer or such other requesting party, but only to the extent such documents
are in the possession of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be.


 


(g)       Prior to the Securitization of any Note (including any New Note), all notices, reports, information or other deliverables
required to be delivered to the related Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by
the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) only need to be delivered
to such Note Holder (or its Note Holder Representative) and, when so delivered to such Note Holder (or Note Holder Representative,
as applicable), the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall
be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing
Agreement. Following the Securitization of any Note (including any New Note), as applicable, all notices, reports, information
or other deliverables required to be delivered to the related Note Holder pursuant to this Agreement or the Lead Securitization
Servicing Agreement by the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf)
shall be delivered to the master servicer and the special servicer with respect to such Securitization (who then may forward such
items to the party entitled to receive such items as and to the extent provided in the related Securitization Servicing Agreement)
and, when so delivered to such master servicer and the special servicer, the Lead Securitization Note Holder (or the Master Servicer
or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items
hereunder or under the Lead Securitization Servicing Agreement.


 


(h)       In addition to the foregoing, each Securitization Servicing Agreement shall contain terms and conditions that are customary
for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (i) required by the Code
relating to the tax elections of the trust fund formed pursuant to such Securitization Servicing Agreement, (ii) required
by law or changes in any law, rule or regulation or (iii) requested by the Rating Agencies rating the related Securitization.
Each Non-Lead Securitization Note Holder shall have


 






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the
right to designate the Non-Lead Master Servicer and Non-Lead Special Servicer with respect to the Securitization related to its
Note.


 


(i)        The Lead Securitization Note Holder shall cause the Lead Securitization Servicing Agreement to contain provisions requiring
the Master Servicer to deliver to any Non-Lead Master Servicer, any Non-Lead Special Servicer and any Non-Lead Trustee (i) notice
of any Appraisal Event promptly following the occurrence thereof and (ii) a statement of any Appraisal Reduction promptly following
the calculation thereof.


 


Section 3.      Priority of Payments. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference
over any portion of any other Note or security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available
for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds
thereof, whether received in the form of Scheduled Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty,
letter of credit or other collateral or instrument securing the Mortgage Loan, Condemnation Proceeds, or Insurance Proceeds (other
than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage
Loan Borrower in accordance with the terms of the Mortgage Loan Documents), shall be applied by the Lead Securitization Note Holder
(or its designee) to the Notes on a Pro Rata and Pari Passu Basis; provided, that (x) all amounts for required
reserves or escrows required by the Mortgage Loan Documents to be held as reserves or escrows or received as reimbursements on
account of recoveries in respect of property protection expenses or Servicing Advances then due and payable or reimbursable to
the Trustee or any Servicer under the Lead Securitization Servicing Agreement shall be applied to the extent set forth in, and
in accordance with the terms of, the Mortgage Loan Documents; and (y) all amounts that are then due, payable or reimbursable
to any Servicer with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement and any other additional
compensation payable to it thereunder (including without limitation, any additional trust fund expenses under the Lead Securitization
Servicing Agreement relating to the Mortgage Loan (but subject to the second paragraph of Section 5(d) hereof) reimbursable
to, or payable by, such parties and any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges (to the extent
provided in the immediately following paragraph), but excluding (i) any P&I Advances (and interest thereon) on the Lead Securitization
Note, which shall be reimbursed in accordance with Section 2(b) hereof, and (ii) any Servicing Fees due to the Master Servicer
in excess of each Non-Lead Securitization Note’s pro rata share of that portion of such servicing fees calculated
at the “primary servicing fee rate” applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing
Agreement, which such excess shall not be subject to the allocation provisions of this Section 3) shall be payable in accordance
with the Lead Securitization Servicing Agreement.


 


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


 






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Note
by such party (if and as specified in the Lead Securitization Servicing Agreement or applicable Non-Lead Securitization Servicing
Agreement, as applicable), third, be used to reduce, on a pro rata basis, the amounts payable on each Note by the
amount necessary to pay additional trust fund expenses under the Lead Securitization Servicing Agreement (other than Special Servicing
Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization
Servicing Agreement) and finally, with respect to any remaining amount of Penalty Charges, to the Master Servicer and/or
the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement).


 


Section 4.      Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the
Lead Securitization Servicing Agreement, and the obligation to act in accordance with the Servicing Standard, if the Lead Securitization
Note Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof
such that (i) the principal balance of the Mortgage Loan is decreased, (ii) the Interest Rate is reduced, (iii) payments of interest
or principal on any Note are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the
Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured to preserve,
the equal priorities of each Note as described in Section 3.


 


Section 5.       Administration of the Mortgage Loan.


 


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


 






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disbursement
of funds as set forth herein or its obligation to follow the Servicing Standard (in the case of the Master Servicer or the Special
Servicer) or any liability for failure to do so).


 


  Each
Note Holder hereby acknowledges the right and obligation of the Lead Securitization Note Holder (or the Special Servicer acting
on behalf of the Lead Securitization Note Holder), upon the Mortgage Loan becoming a Defaulted Loan, to sell the Notes together
as notes evidencing one whole loan in accordance with the terms of the Lead Securitization Servicing Agreement. In connection
with any such sale, the Special Servicer shall sell the Notes together as notes evidencing one whole loan and shall require that
all offers be submitted to the Trustee in writing. Whether any cash offer constitutes a fair price for the Mortgage Loan shall
be determined by the Special Servicer (unless the offeror is an Interested Person, in which case the Trustee shall make such determination);
provided, that no offer from an Interested Person shall constitute a fair price unless (i) it is the highest offer received
and (ii) at least two bona fide other offers are received from independent third parties. In determining whether any offer received
represents a fair price for the Mortgage Loan, the Trustee or the Special Servicer, as applicable, shall be supplied with and
shall rely on the most recent Appraisal or updated Appraisal conducted in accordance with the Lead Securitization Servicing Agreement
within the preceding nine (9)-month period or, in the absence of any such Appraisal, on a new Appraisal. The Trustee shall select
the appraiser conducting any such new Appraisal. In determining whether any such offer constitutes a fair price for the Mortgage
Loan, the Trustee or the Special Servicer, as applicable, shall instruct the appraiser to take into account (in addition to the
results of any Appraisal or updated Appraisal that it may have obtained pursuant to the Lead Securitization Servicing Agreement),
as applicable, among other factors, the period and amount of any delinquency on the affected Mortgage Loan, the occupancy level
and physical condition of the Mortgaged Property and the state of the local economy. The Trustee may conclusively rely on the
opinion of an Independent appraiser or other Independent expert in real estate matters retained by the Trustee at the expense
of the Holders in connection with making such determination. Notwithstanding the foregoing, the Lead Securitization Note Holder
(or the Special Servicer acting on its behalf) shall not be permitted to sell the Mortgage Loan without the written consent of
each Non-Lead Securitization Note Holder (other than any Non-Lead Securitization Note Holder with respect to which 50% or more
of the related Note (or the class of securities issued in the applicable Non-Lead Securitization designated as the “controlling
class”) is held by, or the entity otherwise assigned the rights to exercise the rights of the “Controlling Note Holder”
hereunder is, the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower) unless the Special Servicer has delivered
to each Non-Lead Securitization Note Holder: (a) at least 15 Business Days prior written notice of any decision to attempt to
sell the Mortgage Loan; (b) at least 10 days prior to the proposed sale date, a copy of each bid package (together with any amendments
to such bid packages) received by the Special Servicer in connection with any such proposed sale; (c) at least 10 days prior to
the proposed sale date, a copy of the most recent Appraisal for the Mortgage Loan, and any documents in the Servicer Mortgage
File requested by such Non-Lead Securitization Note Holder; and (d) until the sale is completed, and a reasonable period of time
(but no less time than is afforded to other offerors and the Lead Securitization Directing Certificateholder) prior to the proposed
sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved
by the Master Servicer or the Special Servicer in connection with the proposed sale; provided, that such Non-Lead Securitization
Note Holder may waive any of the delivery or timing requirements set forth in this sentence. Subject to the foregoing, each Note
Holder or its Note Holder Representative


 






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


 


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


 


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


 


(b)      The administration of the Mortgage Loan shall be governed by this Agreement and the Lead Securitization Servicing Agreement.
The servicing of the Mortgage Loan shall be carried out by the Master Servicer and, if the Mortgage Loan is a Specially Serviced
Loan (or to the extent otherwise provided in the Lead Securitization Servicing Agreement), by the Special Servicer, in each case
pursuant to the Lead Securitization Servicing Agreement. Notwithstanding anything to the contrary contained herein, in accordance
with the Lead Securitization Servicing Agreement, the Lead Securitization Note Holder shall cause the Master Servicer and the Special
Servicer to service and administer the Mortgage Loan in accordance with the Servicing Standard, taking into account the interests
of each Note Holder. The Note Holders agree to be bound by the terms of the Lead Securitization Servicing Agreement. All rights
and obligations of the Lead Securitization Note Holder described hereunder may be exercised by the Master Servicer, the Special
Servicer, the Certificate Administrator or the Trustee on behalf of the Lead Securitization Note Holder to the extent set forth
in the Lead Securitization Servicing Agreement. The Lead Securitization Servicing Agreement shall not be


 






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amended
in any manner that may adversely affect any Non-Lead Securitization Note Holder in its capacity as Non-Lead Securitization Note
Holder without such Non-Lead Securitization Note Holder’s prior written consent. Each Non-Lead Securitization Note Holder
(unless it is, or is an Affiliate of, the Mortgage Loan Borrower) shall be a third-party beneficiary to the Lead Securitization
Servicing Agreement with respect to its rights as specifically provided for therein.


 


(c)       Notwithstanding the foregoing, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting
on its behalf) shall (i) provide copies of any notice, information and report that it is required to provide to the Lead Securitization
Directing Certificateholder pursuant to the Lead Securitization Servicing Agreement with respect to any Major Decisions or the
implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, to each Non-Lead Securitization
Note Holder (or its Note Holder Representative), within the same time frame it is required to provide to the Lead Securitization
Directing Certificateholder (for this purpose, without regard to whether such items are actually required to be provided to the
Lead Securitization Directing Certificateholder under the Lead Securitization Servicing Agreement due to the occurrence of a Control
Termination Event or a Consultation Termination Event) and (ii) use reasonable efforts to consult each Non-Controlling Note Holder
(or its Non-Controlling Note Holder Representative) on a strictly non-binding basis, to the extent having received such notices,
information and reports, such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) requests consultation
with respect to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating
to the Mortgage Loan, and consider alternative actions recommended by such Non-Controlling Note Holder (or its Non-Controlling
Note Holder Representative); provided that after the expiration of a period of ten (10) Business Days from the delivery
to such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) by the Lead Securitization Note Holder
(or the Master Servicer or the Special Servicer acting on its behalf) of written notice of a proposed action, together with copies
of the notice, information and report required to be provided to the Lead Securitization Directing Certificateholder, the Lead
Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall no longer be obligated to
consult such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative), whether or not such Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative) has responded within such ten (10) Business Day period (unless,
the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) proposes a new course
of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall
be deemed to begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the consultation
rights of each Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) set forth in the immediately preceding
sentence, the Lead Securitization Note Holder (or Master Servicer or Special Servicer, acting on its behalf) may take any Major
Decision or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period
if the Lead Securitization Note Holder (or Master Servicer or Special Servicer, as applicable) determines that immediate action
with respect thereto is necessary to protect the interests of the Note Holders. In no event shall the Lead Securitization Note
Holder (or Master Servicer or Special Servicer, acting on its behalf) be obligated at any time to follow or take any alternative
actions recommended by a Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative).


 






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


 


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


 


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


 


Section 6.      Rights of the Controlling Note Holder.


 


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


 






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any
officer or employee of the Controlling Note Holder, any affiliate of the Controlling Note Holder or any other unrelated third
party (other than the Mortgage Loan Borrower, any manager of a Mortgaged Property or any principal or Affiliate thereof). No such
Controlling Note Holder Representative shall owe any fiduciary duty or other duty to any other Person (other than the Controlling
Note Holder). All actions that are permitted to be taken by the Controlling Note Holder under this Agreement may be taken by the
Controlling Note Holder Representative acting on behalf of the Controlling Note Holder. Any Servicer acting on behalf of the Lead
Securitization Note Holder shall not be required to recognize any Person as a Controlling Note Holder Representative until the
Controlling Note Holder has notified such Servicer or Trustee of such appointment and, if the Controlling Note Holder Representative
is not the same Person as the Controlling Note Holder, the Controlling Note Holder Representative provides any Servicer or Trustee
with written confirmation of its acceptance of such appointment, an address and telecopy number for the delivery of notices and
other correspondence and a list of officers or employees of such person with whom the parties to this Agreement may deal (including
their names, titles, work addresses and telecopy numbers). The Controlling Note Holder shall promptly deliver such information
to any Servicer. None of the Servicers, Operating Advisor and Trustee shall be required to recognize any person as a Controlling
Note Holder Representative until they receive such information from the Controlling Note Holder. The Controlling Note Holder agrees
to inform each such Servicer or Trustee of the then-current Controlling Note Holder Representative.


 


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


 


Each Non-Controlling
Note Holder shall provide notice of its identity and contact information (including any change thereof) to the Trustee, Certificate
Administrator, the Master Servicer and the Special Servicer under the Lead Securitization; provided, that each Initial Note


 






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Holder
shall be deemed to have provided such notice on the date hereof. The Trustee, Certificate Administrator, the Master Servicer and
the Special Servicer under the Lead Securitization shall be entitled to conclusively rely on such identity and contact information
received by it and shall not be liable in respect of any deliveries hereunder sent in reliance thereon.


 


Each Non-Controlling
Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights and obligations
with respect to the Mortgage Loan (with respect to such Note Holder, the “Non-Controlling Note Holder Representative”).
All of the provisions relating to the Controlling Note Holder and the Controlling Note Holder Representative set forth in the first
paragraph of this Section 6(a) (except those contained in the last sentence thereof) and the second paragraph of this Section
6(a) shall apply to each Non-Controlling Note Holder and its Non-Controlling Note Holder Representative mutatis mutandis.


 


For so long
as the Lead Securitization Note is included in the Lead Securitization, the “Directing Certificateholder” under the
Lead Securitization Servicing Agreement (or any other party designated under the Lead Securitization Servicing Agreement to exercise
the rights of the Controlling Note Holder hereunder) shall be the Controlling Note Holder Representative.


 


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


 


If the Controlling Note
Holder fails to notify the Special Servicer of its approval or disapproval of any proposed Major Decision within ten (10) Business
Days (or thirty (30) days with respect to an Acceptable Insurance Default) after delivery to the Controlling Note Holder by the
applicable Servicer of written notice of a proposed Major Decision (which notice shall contain a legend, in conspicuous boldface
type, substantially similar to the following: “THIS IS A REQUEST FOR ACTION APPROVAL. IF THE CONTROLLING NOTE HOLDER FAILS
TO APPROVE OR DISAPPROVE THE ENCLOSED ACTION WITHIN TEN (10) BUSINESS


 






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DAYS,
SUCH ACTION MAY BE DEEMED APPROVED”) together with any information requested by the Controlling Note Holder as may be necessary
in the reasonable judgment of the Controlling Note Holder in order to make a judgment, then upon the expiration of such ten (10)
Business Day period (or thirty (30) days with respect to an Acceptable Insurance Default), such Major Decision shall be deemed
to have been approved by the Controlling Note Holder.


 


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


 


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


 


Section 7.      Appointment of Special Servicer. The Controlling Note Holder (or its Controlling Note Holder Representative) shall
have the right (subject to the terms, conditions and limitations in the Lead Securitization Servicing Agreement) at any time and
from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint
a replacement Special Servicer in lieu thereof. Any designation by the Controlling Note Holder (or its Controlling Note Holder
Representative) of a Person to serve as Special Servicer shall be made by delivering to each other Note Holder, the Master Servicer,
the Special Servicer and each other party to the Lead Securitization Servicing Agreement a written notice stating such designation
and satisfying the other conditions to such replacement as set forth in the Lead Securitization Servicing Agreement and delivering
a Rating Agency Communication to each Rating Agency (or obtaining a Rating Agency Confirmation from each Rating Agency, but only
if required by the terms of the Lead Securitization Servicing Agreement). The Controlling Note Holder shall be solely responsible
for any expenses incurred in connection with any such replacement without cause. The Controlling Note Holder shall notify the other
parties hereto of its termination of the then currently serving Special Servicer and its appointment of a replacement Special Servicer
in accordance with this Section 7. If the Controlling Note Holder has not appointed a Special Servicer with respect to the
Mortgage Loan as of the consummation of the securitization under the Lead Securitization Servicing Agreement, then the initial
Special Servicer designated in the Lead Securitization Servicing Agreement shall serve as the initial Special Servicer but this
shall not limit the right of the Controlling Note Holder (or its Controlling Note Holder Representative) to designate a replacement
Special Servicer for the Mortgage Loan as aforesaid. If a Servicer Termination Event on the part of the Special Servicer has occurred
that affects any Non-Controlling Note Holder, such Non-Controlling Note Holder shall have the right to direct the Trustee (or at
any time that the Mortgage Loan is no longer included in a Securitization Trust, the Controlling Note Holder) to terminate the
Special Servicer under the Lead Securitization Servicing Agreement solely with respect to the Mortgage Loan pursuant to and in
accordance with the terms of the Lead Securitization Servicing Agreement. Each Note Holder acknowledges and


 






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agrees
that any successor special servicer appointed to replace the Special Servicer with respect to the Mortgage Loan that was terminated
for cause at a Non-Controlling Note Holder’s direction cannot at any time be the person (or an Affiliate thereof) that was
so terminated without the prior written consent of such Non-Controlling Note Holder. Each Non-Controlling Note Holder shall be
solely responsible for reimbursing the Trustee’s or the Controlling Note Holder’s, as applicable, costs and expenses,
if not paid within a reasonable time by the terminated special servicer and, in the case of the Trustee, that would otherwise
be reimbursed to the Trustee from amounts on deposit in the Lead Securitization’s “collection account”.


 


Section 8.      Payment Procedure.


 


(a)       The Lead Securitization Note Holder, in accordance with the priorities set forth in Section 3 and subject to
the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the
Notes to the Collection Account and/or related Companion Distribution Account (each as defined in the Lead Securitization Servicing
Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder
(or the Master Servicer acting on its behalf) shall deposit such payments to the applicable account within one Business Day of
receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting on its
behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m.
(Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such
payments into the applicable account within one (1) Business Day of receipt of such properly identified and available funds but,
in any event, the Master Servicer is required to deposit such payments into the applicable account within two (2) Business Days
of receipt of such properly identified and available funds).


 


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


 


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


 






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Securitization
Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder.


 


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


 


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


 


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


 


Section 10.    Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization
Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise
or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect
to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator
or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the
winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization
Note Holder, and not any Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action or file
any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower
under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder
as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and
their proxy, for the purpose of exercising any and all rights and taking any and all actions available to any Non-Lead


 






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


 


Section 11.    Representations of the Note Holders. Each Note Holder represents and warrants that the execution, delivery and performance
of this Agreement is within its corporate powers, has been duly authorized by all necessary corporate action, and does not contravene
such Note Holder’s charter or any law or contractual restriction binding upon such Note Holder, and that this Agreement is
the legal, valid and binding obligation of such Note Holder enforceable against such Note Holder in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law), and except that the enforcement of rights with respect to indemnification and
contribution obligations may be limited by applicable law. Each Note Holder represents and warrants that it is duly organized,
validly existing, in good standing and in possession of all licenses and authorizations necessary to carry on its business. Each
Note Holder represents and warrants that (a) this Agreement has been duly executed and delivered by such Note Holder, (b) to
such Note Holder’s actual knowledge, all consents, approvals, authorizations, orders or filings of or with any court or governmental
agency or body, if any, required for the execution, delivery and performance of this Agreement by such Note Holder have been obtained
or made and (c) to such Note Holder’s actual knowledge, there is no pending action, suit or proceeding, arbitration
or governmental investigation against such Note Holder, an adverse outcome of which would materially and adversely affect its performance
under this Agreement.


 


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


 






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


 


Section 14.    Sale of the Notes.


 


(a)       Each Note Holder agrees, subject to subsection (c) below, that it will not sell, assign, transfer, pledge, syndicate, hypothecate,
contribute, encumber or otherwise dispose of all or any portion of its respective Note (or a participation interest in such Note)
(a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this Agreement. Promptly
after any such Transfer, any non-transferring Note Holders shall be provided with (x) a representation from each transferee
or the transferring Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer
in accordance with the immediately following sentence or a Transfer by a Note Holder to an entity that constitutes a Qualified
Institutional Lender pursuant to clause (c)(iii) of the definition thereof) and (y) a copy of the assignment and assumption
agreement referred to in Section 15 (unless the transferee is a Securitization Trust and the related pooling and servicing
agreement requires the parties thereto to comply with this Agreement). If a Note Holder intends to Transfer its respective Note,
or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each
non-transferring Note Holder and (b) if any such non-transferring Note Holder’s Note is held in a Securitization Trust, provide
each of the applicable engaged Rating Agencies for such Securitization Trust with a Rating Agency Communication (or, if the transferring
Note Holder is the Lead Securitization Note Holder, obtain a Rating Agency Confirmation from each of the applicable Rating Agencies
for such Securitization Trust). Notwithstanding the foregoing, without each non-transferring Note Holder’s prior consent
(which will not be unreasonably withheld), and, if any non-transferring Note Holder’s Note is held in a Securitization Trust,
until a Rating Agency Communication is provided to each engaged Rating Agency for such Securitization Trust, no Note Holder shall
Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or an Affiliate
of the Mortgage Loan Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported
transferee. The transferring Note Holder agrees that it shall pay the expenses of any non-transferring Note Holder (including all
expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative)
and all expenses relating to any Rating Agency Communication in connection with any such Transfer. Notwithstanding the foregoing,
each Note Holder shall have the right, without the need to obtain the consent of any other Note Holder or of any other Person or
having to provide any Rating Agency Communication or having to obtain any Rating Agency Confirmation, to Transfer 49% or less (in
the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case
of (1) a sale of the Lead Securitization Note together with all of the Non-Lead Securitization Notes, in accordance with the terms
and conditions of the Lead


 






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Securitization
Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization
Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan, to a single
member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through
one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.


 


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


 


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


 


(c)       Notwithstanding any other provision hereof, any Note Holder may pledge (a “Pledge”) its Note to any entity
(other than the Mortgage Loan Borrower or any Affiliate thereof) which has extended a credit facility to such Note Holder and that
is either a Qualified Institutional Lender or a financial institution whose long-term unsecured debt is rated at least “A”
(or the equivalent) or better by each applicable Rating Agency (or, if not rated by an applicable Rating Agency, an equivalent
(or higher) rating from any two of Fitch, Moody’s and S&P) (a “Note Pledgee”), on terms and conditions
set forth in this Section 14(c), it being further agreed that a financing provided by a Note Pledgee to a Note Holder
or any person which Controls such Note that is secured by its Note and is structured as a repurchase arrangement, shall qualify
as a “Pledge” hereunder, provided that a Note Pledgee which is not a Qualified Institutional Lender may not
take title to the pledged Note without a Rating Agency Confirmation. Upon written notice by the applicable Note Holder to each
other Note Holder and any Servicer that a Pledge has been effected (including the name and address of the applicable Note Pledgee),
each other Note Holder agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give Note Pledgee written
notice of any default by the pledging Note Holder in respect of its obligations under this Agreement of which default such Note
Holder has actual knowledge; (ii) to allow such Note Pledgee a period of ten (10) days to cure a default by the pledging
Note Holder in respect of its obligations to each other Note Holder hereunder, but such Note Pledgee shall not be obligated to
cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement shall be effective against
such Note Pledgee without the written consent of


 






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such
Note Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed; (iv) that such other Note Holder
shall give to such Note Pledgee copies of any notice of default under this Agreement simultaneously with the giving of same to
the pledging Note Holder and accept any cure thereof by such Note Pledgee which such pledging Note Holder has the right (but not
the obligation) to effect hereunder, as if such cure were made by such pledging Note Holder; (v) that such other Note Holder
shall deliver to Note Pledgee such estoppel certificate(s) as Note Pledgee shall reasonably request, provided that any
such certificate(s) shall be in a form reasonably satisfactory to such other Note Holder; and (vi) that, upon written notice
(a “Redirection Notice”) to each other Note Holder and any Servicer by such Note Pledgee that the pledging
Note Holder is in default, beyond any applicable cure periods, under the pledging Note Holder’s obligations to such Note
Pledgee pursuant to the applicable credit agreement between the pledging Note Holder and such Note Pledgee (which notice need
not be joined in or confirmed by the pledging Note Holder), and until such Redirection Notice is withdrawn or rescinded by such
Note Pledgee, Note Pledgee shall be entitled to receive any payments that any Note Holder or Servicer would otherwise be obligated
to pay to the pledging Note Holder from time to time pursuant to this Agreement or the Lead Securitization Servicing Agreement.
Any pledging Note Holder hereby unconditionally and absolutely releases each other Note Holder and any Servicer from any liability
to the pledging Note Holder on account of such other Note Holder’s or Servicer’s compliance with any Redirection Notice
believed by any Servicer or such other Note Holder to have been delivered by a Note Pledgee. Note Pledgee shall be permitted to
exercise fully its rights and remedies against the pledging Note Holder to such Note Pledgee (and accept an assignment in lieu
of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Note Holders and
any Servicer shall recognize such Note Pledgee (and any transferee other than the Mortgage Loan Borrower or any Affiliate thereof
which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Note Pledgee or any transfer in
lieu of foreclosure), and its successor and assigns, as the successor to the pledging Note Holder’s rights, remedies and
obligations under this Agreement, and any such Note Pledgee or Qualified Institutional Lender shall assume in writing the obligations
of the pledging Note Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such
Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The rights of a Note Pledgee under this Section 14(c)
shall remain effective as to any Note Holder (and any Servicer) unless and until such Note Pledgee shall have notified any
such Note Holder (and any Servicer, as applicable) in writing that its interest in the pledged Note has terminated.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


Section 16.    Governing Law; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED
TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR


 






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THE
INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF
(OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.


 


Section 17.    Submission To Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:


 


(a)       SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, OR FOR RECOGNITION AND
ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK,
THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;


 


(b)       CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION
OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;


 


(c)       AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED
OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTH HEREIN OR AT SUCH OTHER
ADDRESS OF WHICH A PARTY HEREIN SHALL HAVE BEEN NOTIFIED; AND


 


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


 


Section 18.    Modifications. This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed
by each Note Holder. Additionally, for as long as any Note is contained in a Securitization Trust, the Note Holders shall not amend
or modify this Agreement without first obtaining a Rating Agency Confirmation from each Rating Agency; provided that no
such Rating Agency Communication shall be required in connection with a modification (i) to cure any ambiguity, to correct or supplement
any provisions herein that may be defective or inconsistent with any other provisions herein or with the Lead Securitization Servicing
Agreement, or (ii) with respect to matters or questions arising under this Agreement, to make provisions of this Agreement consistent
with other provisions of this Agreement (including, without limitation, in connection with the creation of New Notes pursuant to
Section 32).


 






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Section 19.    Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective successors and assigns. Except as provided herein, including without limitation, with respect
to the Trustee, Certificate Administrator, Master Servicer and Special Servicer and any Non-Lead Master Servicer, Non-Lead Special
Servicer or Non-Lead Trustee, none of the provisions of this Agreement shall be for the benefit of or enforceable by any Person
not a party hereto. Subject to Section 14 and Section 15, each Note Holder may assign or delegate its rights
or obligations under this Agreement. Upon any such assignment, the assignee shall be entitled to all rights and benefits of the
applicable Note Holder hereunder. For the avoidance of doubt, the representations in Section 11 shall not be binding upon
any Securitization Trust.


 


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


 


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


 


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


 


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


 


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


 


(b)       Each Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) shall and hereby agrees
to indemnify the Lead Securitization Note Holder against and hold the Lead Securitization Note Holder harmless from and against
any


 






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


 


(c)       Each Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) represents (for the benefit
of the Mortgage Loan Borrower) that it is not a Non-Exempt Person and that neither the Lead Securitization Note Holder nor the
Mortgage Loan Borrower is obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan
or otherwise pursuant to this Agreement. Contemporaneously with the execution of this Agreement and from time to time as necessary
during the term of this Agreement, each Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder)
shall deliver to the Lead Securitization Note Holder or Servicer, as applicable, evidence satisfactory to the Lead Securitization
Note Holder substantiating that such Note Holder is not a Non-Exempt Person and that the Lead Securitization Note Holder is not
obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise under this Agreement.
Without limiting the effect of the foregoing, (i) if a Note Holder is created or organized under the laws of the United States,
any state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the
Lead Securitization Note Holder an Internal Revenue Service Form W-9 and (ii) if a Note Holder is not created or organized
under the laws of the United States, any state thereof or the District of Columbia, and if the payment of interest or other amounts
by the Mortgage Loan Borrower is treated for United States income tax purposes as derived in whole or part from sources within
the United States, such Note Holder shall satisfy the requirements of the preceding sentence by furnishing to the Lead Securitization
Note Holder Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments), Form W-8BEN or Form W-8BEN-E, or
successor forms, as may be required from time to time, duly executed by such Note Holder, as evidence of such Note Holder’s
exemption from the withholding of United States tax with respect thereto. The Lead Securitization Note Holder shall not be obligated
to make any payment hereunder with respect to any Non-Lead Securitization Note or otherwise until the holder of such Note shall
have furnished to the Lead Securitization Note Holder requested forms, certificates, statements or documents.


 


Section 25.    Custody of Mortgage Loan Documents. Prior to the Securitization Date the originals of all of the Mortgage Loan Documents
(other than Note A-2, Note A-4, Note A-5, Note A-7-2, Note A-8) will be held by the Initial Agent on behalf of the registered holders
of the Notes. On and after the Securitization Date (if the Note A-6 Securitization Date has not occurred), the originals of all
of the Mortgage Loan Documents (other than Note A-6 and the other


 






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Note(s)
not included in the Securitization on such Securitization Date) shall be held in the name of the trustee (and held by a duly appointed
custodian therefor) under the applicable pooling and servicing agreement on behalf of the registered holders of the Notes. On
and after the Note A-6 Securitization Date, the originals of all of the Mortgage Loan Documents (other than any Note(s) not included
in the Note A-6 Securitization) shall be transferred to and held in the name of the trustee (and held by a duly appointed custodian
therefor) under the Note A-6 PSA, on behalf of the registered holders of the Notes.


 


Section 26.     Cooperation in Securitization.


 


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


 






    -49-


     


    

 


providing
all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with such Non-Securitizing
Note Holder’s preparation of disclosure materials in connection with a Securitization.


 


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


 


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


 


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


 


Section 29.    Certain Matters Affecting the Agent.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


Section 30.     Reserved.


 


Section 31.    Resignation of Agent. The Agent may resign at any time on ten (10) days’ prior notice, so long as a successor
Agent, reasonably satisfactory to the Note Holders (it being agreed that a Servicer, the Trustee or a Certificate Administrator
in a Securitization is satisfactory to the Note Holders), has agreed to be bound by this Agreement and perform the duties of the
Agent hereunder. UBS AG, New York Branch, as Initial Agent, may transfer its rights and obligations to a Servicer, the Trustee
or the Certificate Administrator, as successor Agent, at any time without the consent of any Note Holder. Notwithstanding the foregoing,
Note Holders hereby agree that, simultaneously with the closing of the applicable Lead Securitization, the Master Servicer shall
be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the prior Agent without
any further notice or other action. The termination or resignation of the Master Servicer, as Master Servicer under the Lead Securitization
Servicing Agreement, shall be deemed a termination or resignation of such Master Servicer as Agent under this Agreement, and any
successor master servicer shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place
thereof without any further notice or other action.


 


Section 32.   Resizing. Notwithstanding any other provision of this Agreement, for so long as MSMCH or an affiliate thereof (an
“MSMCH Entity”) or UBS AG, New York Branch or an affiliate thereof (an “UBS AG, New York Branch Entity”,
and together with the MSMCH Entity, each a “Resizing Entity”) is the owner of any Note not included in a Securitization
(each, an “Owned Note”), such Resizing Entity shall have the right, subject to the terms of the Mortgage Loan
Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as applicable,
“New Notes”) reallocating the principal of an Owned Note to such New Notes; or severing an Owned Note into one
or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance
of such Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is
no greater than the aggregate principal of such Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted
average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis
and such reallocated or component notes shall be automatically subject to the terms of this Agreement, (iv) the Resizing Entity
holding the New Notes shall notify the Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate
Administrator and the Trustee in writing of such modified allocations and principal amounts. If the Lead Securitization Note Holder
so requests, the Resizing Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of
the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocations, severances
and components and for modifications pursuant to the Lead Securitization Servicing Agreement and other sections of this Agreement
(as discussed in Section 5), no Note may be


 






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modified
or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing
(provided the conditions set forth in clauses (i) through (iv) above are satisfied, as certified by the Resizing Entity, on which
certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the
Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose
of reflecting such reallocations or components of principal and that each New Note shall be a “Note” hereunder and
for purposes of adding and modifying any definitions related thereto. If more than one New Note is created hereunder, for purposes
of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder”
or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement;
provided that the Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling
Note to be a Non-Controlling Note hereunder. Rating Agency Confirmation shall not be required for any amendments to this Agreement
required to facilitate the terms of this Section 32.


 


[SIGNATURE PAGE FOLLOWS]


 












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


 





	 	UBS AG, as Initial Note A-1 Holder
	 	 	 
	 	By:	/s/ Michael Mills
	 	 	Name: Michael Mills
	 	 	Title:   Associate Director



 


		By:	/s/ Racquel A. C. Small
	 	 	Name: Racquel A. C. Small
	 	 	Title:   Executive Director




  


		UBS AG, as Initial Note A-3
Holder
	 	 	 
	 	By:	/s/ Racquel A. C. Small
	 	 	Name: Racquel A. C. Small
	 	 	Title:   Executive Director




 


		By:	/s/ Michael Mills
	 	 	Name: Michael Mills
	 	 	Title:   Associate Director




 


		UBS AG, as Initial Note A-6
Holder
	 	 	 
	 	By:	/s/ Racquel A. C. Small
	 	 	Name: Racquel A. C. Small
	 	 	Title:   Executive Director







 


		By:	/s/ Michael Mills
	 	 	Name: Michael Mills
	 	 	Title:   Associate Director




 





(CO-LENDER AGREEMENT–THE
BLOCK NORTHWAY)


  






    


     


    

 


		UBS AG, as Initial Note A-7-1
Holder
	 	 	 
	 	By:	/s/ David Schell
	 	 	Name: David Schell
	 	 	Title:   Managing Director







 


		By:	/s/ Racquel A. C. Small
	 	 	Name: Racquel A. C. Small
	 	 	Title:   Executive Director




 


(CO-LENDER AGREEMENT–THE
BLOCK NORTHWAY)


 






    


     


    

 



		MORGAN STANLEY MORTGAGE

 CAPITAL
HOLDINGS LLC, as Initial Note

 A-2 Holder
	 	 	 
	 	By:	/s/ Cynthia Eckes
	 	 	Name: Cynthia Eckes
	 	 	Title:   Authorized Signatory







 





		MORGAN STANLEY MORTGAGE 

    CAPITAL HOLDINGS LLC, as Initial Note 

    A-4 Holder
	 	 	 
	 	By:	/s/ Cynthia Eckes
	 	 	Name: Cynthia Eckes
	 	 	Title:   Authorized Signatory







 


		MORGAN STANLEY MORTGAGE 

CAPITAL HOLDINGS LLC, as Initial Note 

A-5 Holder
	 	 	 
	 	By:	/s/ Cynthia Eckes
	 	 	Name: Cynthia Eckes
	 	 	Title:   Authorized Signatory




  


		MORGAN STANLEY MORTGAGE 

    CAPITAL HOLDINGS LLC, as Initial Note 

A-7-2 Holder
	 	 	 
	 	By:	/s/ Cynthia Eckes
	 	 	Name: Cynthia Eckes
	 	 	Title:   Authorized Signatory




 


		MORGAN STANLEY MORTGAGE 

CAPITAL HOLDINGS LLC, as Initial Note 

A-8 Holder
	 	 	 
	 	By:	/s/ Cynthia Eckes
	 	 	Name: Cynthia Eckes
	 	 	Title:   Authorized Signatory




 


(CO-LENDER AGREEMENT–THE
BLOCK NORTHWAY)


 






    


     


    

 





EXHIBIT A



MORTGAGE LOAN SCHEDULE


 


Description of Mortgage Loan


 


	Mortgage Loan Borrower:	LRC Northway Mall Acquisitions LLC
	Date of Mortgage Loan: 	February 15, 2019
	Date of Notes: 	February 15, 2019
	Original Principal Amount of Mortgage Loan:	$84,000,000
	Principal Amount of Mortgage Loan as of the date hereof:	$84,000,000
	Note A-1 Principal Balance:	$30,000,000
	Note A-2 Principal Balance:	$20,000,000
	Note A-3 Principal Balance:	$10,000,000
	Note A-4 Principal Balance:	$8,000,000
	Note A-5 Principal Balance:	$5,000,000
	Note A-6 Principal Balance:	$1,000,000
	Note A-7-1 Principal Balance:	$1,000,000
	Note A-7-2 Principal Balance:	$3,000,000
	Note A-8 Principal Balance:	$6,000,000
	Location of Mortgaged Property:	Pittsburgh, Pennsylvania 
	Initial Maturity Date:	March 6, 2029





 






    


     


    

 


EXHIBIT B


 


1.       Initial Note
A-1 Holder, Initial Note A-3 Holder, Initial Note A-6 Holder and Initial Note A-7-1 Holder:


 


(Prior to Securitization of Note A-1, Note A-3, Note A-6 or
Note A-7-1):


 


UBS AG, by and through its branch
office at 1285 Avenue of the Americas, New York, New York





1285 Avenue of the Americas





New York, New York 10019





Attention:  Henry Chung





Email:  henry.chung@ubs.com


 


with a copy to: 


 


UBS AG, by and through its branch office at 1285 Avenue
of the Americas, New York, New York

1285 Avenue of the Americas

New York, New York 10019

Attention: Chad Eisenberger

Email: chad.eisenberger@ubs.com


 


with a copy to: 


 


Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Attention: Frank Polverino, Esq.

Facsimile No.: (212) 504-6666

Email: frank.polverino@cwt.com


 


(Following Securitization of Note A-1, Note A-3, Note A-6 or
Note A-7-1): the applicable notice address of the related master servicer and special servicer set forth in the related Securitization
Servicing Agreement.


 


2. Initial Note A-2 Holder, Initial Note A-4 Holder, Initial
Note A-5 Holder, Initial Note A-7-2 Holder and Initial Note A-8 Holder:


 


(Prior to Securitization of Note A-2, Note A-4, Note A-5, Note
A-7-2 and Note A-8):


 


Morgan Stanley Mortgage Capital Holdings LLC

1585 Broadway

New York, New York 10036

Attention: Jane Lam


 


with a copy to:


 






    B-1


     


    

 


Morgan Stanley Mortgage Capital Holdings LLC

1221 Avenue of the Americas

New York, New York 10020

Attention: Legal Compliance Division


 


(Following Securitization of Note A-2, Note A-4, Note
A-5, Note A-7-2 and Note A-8): the applicable notice address of the related master servicer and special servicer set forth in the
related Securitization Servicing Agreement.


 









    B-2


     


    

 


EXHIBIT C



PERMITTED FUND MANAGERS


 


		1.	Apollo Real Estate Advisors






		2.	Archon Capital, L.P.






		3.	BlackRock, Inc.






		4.	The Blackstone Group International Ltd.






		5.	Capital Trust, Inc.






		6.	Clarion Partners






		7.	Colony Capital, LLC






		8.	DLJ Real Estate Capital Partners






		9.	Eightfold Real Estate Capital, L.P.






		10.	Fortress Investment Group LLC






		11.	iStar Financial Inc.






		12.	JER Partners






		13.	Lend-Lease Real Estate Investments






		14.	Lone Star Funds






		15.	Praedium Group






		16.	Raith Capital Partners, LLC






		17.	Rialto Capital Management, LLC






		18.	Rialto Capital Advisors, LLC






		19.	Starwood Property Trust, Inc.






		20.	Walton Street Capital, L.L.C.






		21.	Westbrook Partners






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



 






    C-1