Exhibit 4.7 


 


EXECUTION VERSION


  


AGREEMENT BETWEEN NOTEHOLDERS


 


Dated as of September 24, 2015



 


by and between


 


UBS REAL ESTATE SECURITIES INC.


 


(Senior Noteholder)


 


and


 


UBS REAL ESTATE SECURITIES INC.


 


(Junior Noteholder)


 


200 Helen Street


 






    	 



    	 



    

 


THIS AGREEMENT BETWEEN
NOTEHOLDERS (“Agreement”), dated as of September 24, 2015 by and between UBS REAL ESTATE SECURITIES INC. (together
with its successors and assigns in interest, in its capacity as initial owner of the Senior Note, the “Initial Senior
Noteholder”, and in its capacity as the initial agent, the “Initial Agent”) and UBS REAL ESTATE SECURITIES
INC. (together with its successors and assigns in interest, in its capacity as initial owner of the Junior Note, the “Initial
Junior Noteholder”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Mortgage (as defined herein) the Initial Senior Noteholder originated a certain loan described on the schedule attached hereto
as Exhibit A (the “Mortgage Loan Schedule”) (the “Mortgage Loan”) to the mortgage
loan borrower(s) described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which is evidenced,
inter alia, by two promissory notes (as amended, modified or supplemented, the “Notes”), each
dated July 24, 2015, with the first such note in the original principal amount of $41,500,000.00 (the “Senior Note”)
made by the Mortgage Loan Borrower in favor of the Initial Senior Noteholder, and the second such note in the original principal
amount of $10,000,000.00 (the “Junior Note”) made by the Mortgage Loan Borrower in favor of the Initial Junior
Noteholder, and secured by certain first mortgages or deeds of trust lien (as amended, modified or supplemented, the “Mortgage”)
on one or more parcels of, or estates in, real property located as described on the Mortgage Loan Schedule (collectively, the “Mortgaged
Property”); and


 


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


 


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


 


Section 1.          Definitions.
References to a “Section” or the “recitals” are, unless otherwise specified, to a Section or the recitals
of this Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Servicing Agreement.
Whenever used in this Agreement, the following terms shall have the respective meanings set forth below unless the context clearly
requires otherwise.


 


“Additional
Servicing Expenses” shall mean (a) all Servicing Advances, fees and/or expenses incurred by and reimbursable to any Servicer,
Trustee, Securitization Operating Advisor, Certificate Administrator or fiscal agent pursuant to the Servicing Agreement, and (b)
all interest accrued on Advances made by any Servicer, Trustee or fiscal agent in accordance with the terms of the Servicing Agreement;
provided that the aggregate special servicing administration fee (which fee is payable solely during the period that the
Mortgage Loan is a Specially Serviced Mortgage Loan) shall not exceed an amount equal to 1.0% per annum of the outstanding principal
balance of the Mortgage Loan, the special servicing liquidation fee (or equivalent) shall not exceed 1.0% of the collections made
with respect to the Mortgage Loan or any sums received from proceeds from the disposition of the Mortgaged Property or the


 






    	 



    	 



    

 


Mortgage
Loan, as the case may be, and the special servicing workout fee (or equivalent) shall not exceed 1.0% of the collections made with
respect to the Mortgage Loan while the Mortgage Loan is a performing or “corrected” loan (or such other analogous term
pursuant to the Servicing Agreement).


 


“Advance Interest
Amount” shall mean interest payable on Advances, as specified in the Servicing Agreement.


 


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


 


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


 


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


 


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


 


“Agent Office”
shall mean the designated office of the Agent in the State of New York, which office at the date of this Agreement is located at
UBS Real Estate Securities Inc., 1285 Avenue of the Americas, New York, New York, Attention:
David Schell, Email address: david.schell@ubs.com, 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 Noteholders.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“CDO Asset Manager”
with respect to any Securitization Vehicle that is a CDO, shall mean the entity which is responsible for managing or administering
the Junior 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 the Junior Note).


 


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


 


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


 


“Collection
Account” shall mean the trust account or accounts (including any sub-accounts) created and maintained by the Servicer.


 


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


 


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


 


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


 


“Control”
means 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; provided that, for purposes of the definition
of “Qualified Institutional Lender” as used in this Agreement, “Control” shall also require the ownership,
directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership interests of an entity. “Controlled”
and “Controlling” each have the meaning correlative thereto.


 


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


 


(a)          (1)
the initial Junior Note Principal Balance minus (2) the sum (without duplication) of (x) any payments of principal (whether as
principal prepayments or otherwise) allocated to, and received on, the Junior Note after the date of creation of the Junior Note,
(y) any Appraisal Reduction Amount for the Mortgage Loan that is allocated to the Junior Note and (z) any losses realized with
respect to any Mortgaged Property or the Mortgage Loan that are allocated to the Junior Note, is less than


 


(b)          25%
of the remainder of the (i) initial Junior Note Principal Balance less (ii) any payments of principal (whether as principal prepayments
or otherwise) allocated


 






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to, and received by, the Junior Noteholder on the Junior Note after the date of creation of the Junior
Note.


 


“Controlling
Noteholder” shall mean as of any date of determination (i) the Junior Noteholder, unless a Control Appraisal Period has
occurred and is continuing or (ii) if a Control Appraisal Period has occurred and is continuing, the Senior Noteholder; provided
that, if the Junior Noteholder would be the Controlling Noteholder pursuant to the terms hereof, but any interest in the Junior
Note is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, or the Mortgage Loan Borrower or Mortgage
Loan Borrower Related Party would otherwise be entitled to exercise the rights of the Controlling Noteholder, a Control Appraisal
Period shall be deemed to have occurred. If a Control Appraisal Period has occurred and any interest in the Senior Note is held
by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, or the Mortgage Loan Borrower or Mortgage Loan Borrower
Related Party would otherwise be entitled to exercise the rights of the Senior Note as Controlling Noteholder, the rights of the
Controlling Noteholder shall be deemed null and void and no Mortgage Loan Borrower or Mortgage Loan Borrower Related Party shall
be entitled to exercise such rights. As of the Closing Date, the Controlling Noteholder will be the Junior Noteholder.


 


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


 


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


 


“Defaulted Mortgage
Loan Purchase Price” shall mean the sum, without duplication, of (a) the Principal Balance of the Senior Note, (b) accrued
and unpaid interest thereon at the Senior Note Rate, from the date as to which interest was last paid in full by Mortgage Loan
Borrower up to and including the end of the interest accrual period relating to the Monthly Payment Date next following the date
the purchase occurred, (c) any other amounts due under the Mortgage Loan, other than Prepayment Premiums, default interest, late
fees, exit fees and any other similar fees, provided that if the Mortgage Loan Borrower or a Mortgage Loan Borrower Related
Party is the purchaser, the Defaulted Mortgage Loan Purchase Price shall include Prepayment Premiums, default interest, late fees,
exit fees and any other similar fees, (d) without duplication of amounts under clause (c), any unreimbursed property protection
or servicing Advances and any expenses incurred in enforcing the Mortgage Loan Documents (including, without limitation, servicing
Advances payable or reimbursable to any Servicer, and earned and unreimbursed special servicing fees), (e) without duplication
of amounts under clause (c), any accrued and unpaid Advance Interest Amount, (f) (i) if the Mortgage Loan Borrower or a Mortgage
Loan Borrower Related Party is the purchaser or (ii) if the Mortgage Loan is purchased after ninety (90) days after the first such
option becomes exercisable pursuant to Section 12 of this Agreement, any liquidation or workout fees payable under the Securitization
Servicing Agreement with respect to the Mortgage Loan and (g) any Recovered Costs not reimbursed previously to the Senior Note
pursuant to this Agreement. Notwithstanding the foregoing, if the Junior Noteholder is purchasing from the Mortgage Loan Borrower
or a Mortgage Loan Borrower Related Party, the Defaulted Mortgage Loan Purchase Price shall not include the amounts described under
clauses (d) through (f) of this definition. If the Mortgage Loan is converted into a REO Property, for purposes of determining
the Defaulted Mortgage Loan Purchase Price, interest will be deemed to continue to accrue at the Senior Note Rate on the Senior
Note Principal Balance, as if the Mortgage Loan were not so converted. In no event shall


 






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the Defaulted Mortgage Loan Purchase Price
include amounts due or payable to the Junior Noteholder under this Agreement.


 


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


 


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


 


“Depositor”
shall mean the Person selected by the Senior Noteholder to create the Securitization Trust.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Initial Noteholders”
shall mean, collectively, the Initial Junior Noteholder and the Initial Senior Noteholder.


 


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


 


“Insolvency
Proceeding” shall mean any proceeding under Title 11 of the United States Code (11 U.S.C. Sec. 101 et seq.) or any other
insolvency, liquidation, reorganization or other similar proceeding concerning the Mortgage Loan Borrower, any action for the dissolution
of the Mortgage Loan Borrower, any proceeding (judicial or otherwise) concerning the application of the assets of the Mortgage
Loan Borrower for the benefit of its creditors, the appointment of or any proceeding seeking the appointment of a trustee, receiver
or other similar custodian for all or any substantial part of the assets of the Mortgage Loan Borrower or any other action concerning
the adjustment of the debts of the Mortgage Loan Borrower, the cessation of business by the Mortgage Loan Borrower, except following
a sale, transfer or other disposition of all or substantially all of the assets of the Mortgage Loan Borrower in a transaction
permitted under the Mortgage Loan Documents; provided, however, that following any such permitted


 






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


 


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


 


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


 


“Interim Servicing
Agreement” shall mean that certain interim servicing agreement to be negotiated in good faith between the parties hereto
after the date hereof. Until such time as the parties hereto execute an Interim Servicing Agreement, the Noteholders shall cause
the Mortgage Loan to be serviced by UBS Real Estate Securities Inc., who shall cause Midland Loan Services, Inc. to subservice
the Mortgage Loan in accordance with this Agreement and the customary and usual servicing practices of originators of commercial
mortgage loans intended to be securitized. The Servicing Fee Rate under the Interim Servicing Agreement will be 1.5 basis points
per annum (subject to a minimum monthly fee of $250.00), paid monthly based on the outstanding principal balance of the Notes and
calculated on the same basis as interest is accrued on the Mortgage Loan.]


 


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


 


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


 


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


 


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


 


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


 


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


 


“Junior Note
Rate” shall mean the Junior Note Rate set forth on the Mortgage Loan Schedule.


 






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


 


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


 


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


 


“Major Decisions”
shall mean:


 


(i)          any
workout or other change to any Mortgage Loan that would result in any modification of, or waiver with respect to, the Mortgage
Loan that would result in the extension of the maturity date or extended maturity date thereof, a reduction in the interest rate
borne thereby or the monthly debt service payment or a deferral or a forgiveness of interest on or principal of the Mortgage Loan
or a modification or waiver of any other monetary term of the Mortgage Loan relating to the amount or timing of any payment of
principal or interest or any other sums (including reserve requirements) due and payable under the Mortgage Loan Documents or a
modification or waiver of any material non-monetary provision of the Mortgage Loan, including but not limited to provisions which
restrict the Mortgage Loan Borrower or its equity owners from incurring additional indebtedness or transferring interests in the
Mortgaged Property or the Mortgage Loan Borrower;


 


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


 


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


 


(iv)        any
material direct or indirect sale of all or any material portion of the Mortgaged Property or REO Property other than those required
pursuant to the specific terms of the Mortgage Loan Documents and for which there is no lender discretion;


 


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


 


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


 


(vii)       any
release of the Mortgage Loan Borrower or guarantor from liability with respect to the Mortgage Loan including, without limitation,
by acceptance of an assumption of the Mortgage Loan by a successor Mortgage Loan Borrower or replacement guarantor other than those
required pursuant to the


 






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specific terms of the Mortgage Loan Documents and for which there is no lender discretion;


 


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


 


(ix)         any
transfer of the Mortgaged Property or any portion thereof, or any transfer of any direct or indirect ownership interest in the
Mortgage Loan Borrower, other than those required pursuant to the specific terms of the Mortgage Loan Documents and for which there
is no lender discretion;


 


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


 


(xi)         any
incurring of additional debt by the Mortgage Loan Borrower, including the terms of any document evidencing or securing any such
additional debt and of any intercreditor or subordination agreement executed in connection therewith and any waiver of or amendment
or modification to the terms of any such document or agreement or incurring of mezzanine financing by any beneficial owner of the
Mortgage Loan Borrower, including the terms of any document evidencing or securing any such mezzanine debt and of any intercreditor
or subordination agreement executed in connection therewith and any waiver of or amendment or modification to the terms of any
such document or agreement (other than those required pursuant to the specific terms of the Mortgage Loan Documents and for which
there is no material lender discretion);


 


(xii)        following
a default or an event of default with respect to the Mortgage Loan or any acceleration of the Mortgage Loan or initiation of judicial,
bankruptcy or similar proceedings under the mortgage loan documents or with respect to the related borrower or Mortgaged Property;


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Mortgage Loan
Agreement” shall mean the mortgage loan agreement, dated as of July 24, 2015, between the Mortgage Loan Borrower and
the Senior Noteholder, as the same may be amended, restated, renewed, extended, modified or supplemented from time to time, subject
to the terms hereof.


 


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


 


“Mortgage Loan
Borrower Related Party” shall have the meaning assigned to such term in Section 18.


 


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


 


“Mortgage Loan
Rate” shall mean, as of any date of determination, the weighted average of the Senior Note Rate and the Junior Note Rate.


 


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


  






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“Net Junior
Note Rate” shall mean the Junior Note Rate minus the Servicing Fee Rate.


 


“Net Senior
Note Rate” shall mean the Senior Note Rate minus the Servicing Fee Rate.


 


“Non-Controlling
Noteholder” shall mean the Senior Noteholder or, if a Control Appraisal Period has occurred and is continuing, the Junior
Noteholder.


 


“Non-Controlling
Note” shall mean the interest of the Non-Controlling Noteholder in its Note.


 


“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 Senior Noteholder to make
such payments free of any obligation or liability for withholding.


 


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


 


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


 


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


 


“Noteholder”
shall mean either of the Senior Noteholder and the Junior Noteholder, as applicable.


 


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


 


“Note”
shall mean either of the Senior Note and the Junior Note, as applicable.


 


“Note Default
Interest Spread” shall mean a rate per annum equal to five percent (5%); provided, however, that if the
weighted average of the Senior Note Default Rate and the Junior Note Default Rate would exceed the maximum rate permitted by applicable
law, the note default interest spread shall equal (i) the rate at which the weighted average of the Senior Note Default Rate and
the Junior Note Default Rate equals the maximum rate permitted by applicable law minus (ii) the Interest Rate.


 


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


 


“Note Rate”
shall mean either of the Senior Note Rate and the Junior Note Rate, as applicable.


 






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


 


“Operating Advisor”
shall mean, with respect to the Mortgage Loan, the advisor appointed pursuant to Section 6(a).


 


“Percentage
Interest” shall mean, with respect to the Senior Noteholder, the Senior Note Percentage Interest, and with respect to
the Junior Noteholder, the Junior Note Percentage Interest, as each may be adjusted from time to time.


 


“Permitted Fund
Manager” shall mean any Person that on the date of determination is (i) one of the entities on Exhibit C attached hereto
and made a part hereof or any other a nationally-recognized manager of investment funds investing in debt or equity interests relating
to commercial real estate, (ii) investing through a fund with committed capital of at least $500,000,000 and (iii) not subject
to a proceeding relating to the bankruptcy, insolvency, reorganization or relief of debtors.


 


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


 


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


 


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


 


“Principal Balance”
shall mean either of the Senior Note Principal Balance and the Junior Note Principal Balance, as applicable.


 


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


 


(a)          an
entity Controlled (as defined below) by, under common Control with or Controlling either the Initial Senior Noteholder or the Initial
Junior Noteholder, or


 


(b)          one
or more of the following:


 


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


 


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


 






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(iii)          a
Qualified Trustee (or in the case of a CDO, a single purpose bankruptcy remote entity which contemporaneously assigns or pledges
its Junior Note, or a participation interest therein (or any portion thereof) to a Qualified Trustee) in connection with (a) a
securitization of, (b) the creation of collateralized debt obligations (“CDO”) secured by, or (c) a financing
through an “owner trust” of, any or all of the Junior Note (any of the foregoing, a “Securitization Vehicle”),
provided that (1) one or more classes of securities issued by such Securitization Vehicle is initially rated at least investment
grade by each of the Rating Agencies which assigned a rating to one or more classes of securities issued in connection with a 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 a Junior Note 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 (such entity, an “Approved Servicer”) and such Approved Servicer is required
to service and administer such Junior Note in accordance with servicing arrangements for the assets held by the Securitization
Vehicle which require that such Approved Servicer act in accordance with a servicing standard notwithstanding any contrary direction
or instruction from any other Person; or (3) in the case of a Securitization Vehicle that is a 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), (iii), (iv) or (v) of this definition,
or


 


(iv)          an
investment fund, limited liability company, limited partnership or general partnership having capital and/or capital commitments
of at least $500,000,000, in which (A) the Senior Noteholder or the Junior Noteholder, as applicable, (B) a person that is otherwise
a Qualified Institutional Lender under clause (i), (ii) or (v) (with respect to an institution substantially similar to the entities
referred to in clause (i) or (ii) above), or (C) a Permitted Fund Manager, acts as a general partner, managing member, or the fund
manager responsible for the day-to-day management and operation of such investment vehicle and provided that at least 50% of the
equity interests in such investment vehicle are owned, directly or indirectly, by one or more entities that are otherwise Qualified
Institutional Lenders (without regard to the capital surplus/equity and total asset requirements set forth below in the definition),
or


 


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


 


in the case of any entity referred to in
clause (b)(i), (ii), (iii)(a), (iv)(B) or (v) of this definition, (x) such entity has at least $400,000,000 in capital/statutory
surplus or shareholders’ equity (except with respect to a pension advisory firm or similar fiduciary) and at least $1,000,000,000
in total assets (in name or under management), and (y) is regularly engaged in the business of making or owning commercial real
estate loans (or interests therein) similar to the Mortgage Loan or mezzanine loans with respect to commercial real estate or owning
or operating


 






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


 


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


 


For purposes of this
definition only, “Control” means 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 (“Controlled” and “Controlling” have the meaning correlative thereto).


 


“Qualified Trustee”
means (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the
laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept
the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by
federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or (iii) an institution whose
long-term senior unsecured debt is rated either of the then in effect top two rating categories of each of the applicable Rating
Agencies.


 


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


 


“Rating Agency
Confirmation” shall have the meaning given thereto or any analogous term in the Securitization Servicing Agreement including
any deemed Rating Agency Confirmation.


 


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


 


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


 


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


 






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


 


“Required Special
Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”,
(ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special
Servicer, (iii) in the case of Moody’s, such special servicer is acting as special servicer for one or more loans included
in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date
of determination, and Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage
securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special
servicer of such commercial mortgage loans, (iv) in the case of Morningstar, either (a) the applicable replacement has a special
servicer ranking of at least “MOR CS3” by Morningstar (if ranked by Morningstar) or (b) if not ranked by Morningstar,
is currently acting as a master servicer or special servicer, as applicable, on a deal or transaction-level basis for all or a
significant portion of the related mortgage loans in other CMBS transactions rated by any of S&P, Moody’s, Fitch, DBRS,
Morningstar or KBRA and the trustee does not have actual knowledge that Morningstar has, and the replacement special servicer certifies
that Morningstar has not, with respect to any such other CMBS transaction, qualified, downgraded or withdrawn its rating or ratings
on one or more classes of such CMBS transaction citing servicing concerns of the applicable replacement as the sole or material
factor in such rating action, and (v) in the case of DBRS or KBRA, as applicable, has not cited servicing concerns of such special
servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch
status” in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by such special servicer
prior to the time of determination.


 


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


 


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


 


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


 


“Securitization
Date” shall mean the effective date on which the Securitization of the Senior Note or first portion thereof is consummated.


 


“Securitization
Operating Advisor” shall mean the operating advisor, senior trust advisor or any analogues entity under the Securitization
Servicing Agreement, if any.


 


“Securitization
Servicing Agreement” shall mean pooling and servicing agreement to be entered into in connection with the issuance of
Bank of America Merrill Lynch


 






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Commercial Mortgage Trust 2015 UBS7, Commercial Mortgage Pass-Through Certificates, Series 215-UBS7
by and among (a) Banc of America Merrill Lunch Commercial Mortgage Inc., as depositor, (b) Midland Loan Services, a Division of
PNC Bank, National Association, as master servicer, (c) LNR Partners, LLC, as special servicer, (d) U.S. Bank National Association,
as trustee, certificate administrator, certificate registrar, authenticating agent and custodian and (e) Pentalpha Surveillance
LLC, as senior trust advisor. The Servicing Standard in the Securitization Servicing Agreement shall require, among other things,
that each Servicer, in servicing the Mortgage Loan, must take into account the interests of each Noteholder (taking into account
that the Junior Note is junior to the Senior Note).


 


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


 


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


 


“Senior Noteholder”
shall mean the Initial Senior Noteholder, or any subsequent holder of the Senior Note, together with its successors and assigns.


 


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


 


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


 


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


 


“Senior Note
Rate” shall mean the Senior Note Rate set forth on the Mortgage Loan Schedule.


 


“Sequential
Pay Event” shall mean any Event of Default with respect to an obligation to pay money due under the Mortgage Loan, any
other Event of Default for which the Mortgage Loan is actually accelerated or any other Event of Default which causes the Mortgage
Loan to become a Specially Serviced Mortgage Loan, or any bankruptcy or insolvency event that constitutes an Event of Default.
A Sequential Pay Event shall no longer exist if it has been cured (including any cure payment made by the Controlling Noteholder
in accordance with Section 11) and shall not be deemed to exist to the extent any Junior Noteholder is exercising its cure rights
under Section 11.


 


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


 


“Servicing Advance”
shall have the meaning given to the term “Property Advance” in the Servicing Agreement.


 






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“Servicing Agreement”
shall mean, with respect to the Mortgage Loan, prior to the Securitization Date, the Interim Servicing Agreement, and, from and
after the Securitization Date, the Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Transfer”
shall mean any sale, assignment, transfer, pledge, syndication, participation, hypothecation, contribution, encumbrance or other
disposition (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other similar agreement,
excluding a repo financing or a Pledge in accordance with Section 19(e)).


 


“Trustee”
shall mean the bank or trust company as may be selected by the Depositor and approved by the Rating Agencies to act as trustee
for the Securitization, and shall include any fiscal agent and/or paying agent appointed for such Securitization.


 


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


 






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


 


Section 2.     Purchase
of Junior Note; Servicing.


 


(a)Each Noteholder
acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced prior to the Securitization
Date pursuant to the Interim Servicing Agreement and from and after the Securitization Date (except as otherwise set forth in Section
5(b)), pursuant to the Securitization Servicing Agreement; provided that the Master Servicer shall not be obligated to advance
monthly payments of principal or interest in respect of the Notes other than the Senior 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 Securitization Servicing Agreement. The Junior Noteholder acknowledges that the Senior Noteholder may
elect, in its sole discretion, to include the Senior Note in a Securitization and agrees that it will, subject to Section 24, reasonably
cooperate with the Senior Noteholder, at the Senior Noteholder’s expense, to effect such Securitization. Subject to the terms
and conditions of this Agreement, each Noteholder hereby irrevocably and unconditionally consents to the appointment of the Master
Servicer, Special Servicer and the Trustee under the Securitization Servicing Agreement by the Depositor and agrees to reasonably
cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with
this Agreement and the Securitization Servicing Agreement. Each Noteholder hereby irrevocably appoints the Master Servicer, the
Special Servicer and the Trustee in the Securitization as such Noteholder’s attorney-in-fact to sign any documents reasonably
required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Securitization Servicing
Agreement (subject at all times to the rights of the Noteholder set forth herein and in the Servicing Agreement). In no event shall
the Servicing Agreement require the Servicer to enforce the rights of any Noteholder or limit the Servicer in enforcing the rights
of one Noteholder against the other Noteholder; however, this statement shall not be construed to otherwise limit the rights of
one Noteholder with respect to the other Noteholder.


 


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


 


(c)     In no event may
the Securitization Servicing Agreement change the interest allocable to, or the amount of any payments due to, the Controlling
Noteholder or materially increase the Controlling Noteholder’s obligations or materially decrease the Controlling Noteholder’s
rights, remedies or protections hereunder. The Securitization Servicing Agreement shall require the Master Servicer and Special
Servicer to service the Mortgage Loan in accordance with the terms of this Agreement, including the rights of the Junior Noteholder
hereunder.


 






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


 


(i)      if
an event of default under the Securitization Servicing Agreement has occurred (A) with respect to the Master Servicer under the
Securitization Servicing Agreement that affects a Noteholder or any class of commercial mortgage securities backed by a Note or
a participation interest in a Note, and the Master Servicer is not otherwise terminated under the Securitization Servicing Agreement,
then the Junior Noteholder or its’ designees (if the Junior Noteholder is the Controlling Holder) shall be entitled to direct
the Trustee to appoint a sub-servicer solely with respect to the Mortgage Loan (or if the Mortgage Loan is currently being sub-serviced,
to replace the current sub-servicer, but only if such original sub-servicer is in default under the related sub-servicing agreement);
and (B) the appointment (or replacement) of a sub-servicer with respect to the Mortgage Loan, as contemplated in clause (A) above,
will in any event be subject to written confirmation from each Rating Agency that such appointment would not, in and of itself,
cause a downgrade, qualification or withdrawal of the then-current ratings assigned to the securities issued in connection with
any Securitization;


 


(ii)     any
payments received on the Mortgage Loan shall be paid by the Master Servicer to each of the other Noteholders on the “master
servicer remittance date” under the Securitization Servicing Agreement;


 


(iii)    the
Noteholders shall be entitled to receive, and the Master Servicer and the Special Servicer shall provide, any information, relating
to the Mortgage Loan, the borrower or the Mortgaged Property as such Person may reasonably request and would be customarily in
the possession of, or collected or known by, the Master Servicer or Special Servicer of mortgage loans similar to the Mortgage
Loan and, in any event, all information that is required to be provided to holders of the securities issued by the Securitization
Trust that includes other Notes but not limited to standard CREFC reports, provided that if an interest in the Junior Note or the
Junior Noteholder is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, then the Junior Noteholder shall
not be entitled to receive the Asset Status Report or any other information relating to the Special Servicer’s workout strategy;


 


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


 


(v)     the
Securitization Servicing Agreement may not be amended without the consent of the Junior Noteholder if such amendment would materially
and adversely affect their rights thereunder.


 


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


 






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(f)     At any time after
the Securitization Date that the Senior Note is no longer subject to the provisions of the Securitization Servicing Agreement,
Senior Noteholder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that contains servicing provisions
which are the same as or more favorable to Junior Noteholder, in substance, to those in the Securitization Servicing Agreement
and all references herein to the “Securitization Servicing Agreement” shall mean such subsequent servicing agreement;
provided, however, that until a replacement servicing agreement has been entered into, the Senior Noteholder shall cause the Mortgage
Loan to be serviced in accordance with the servicing provisions set forth in the Securitization Servicing Agreement as if such
agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement
servicing agreement is in place, the actual servicing of the Mortgage Loan may be performed by any nationally recognized commercial
mortgage loan servicer appointed by Senior Noteholder and does not have to be performed by the service providers set forth under
the Securitization Servicing Agreement.


 


Section 3.     Subordination
of Junior Note; Payments Prior to a Sequential Pay Event. The Junior Note and the right of the Junior Noteholder to receive
payments of interest, principal and other amounts with respect to such Junior Note shall at all times be junior, subject and subordinate
to the Senior Note and the right of the Senior Noteholder to receive payments of interest, principal and other amounts with respect
to the Senior Note as set forth herein. If no Sequential Pay Event, as determined by the applicable Servicer, shall have occurred
and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to
or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in
the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other
collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements
to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with
the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required
reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents)
to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable
or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to
any Servicer, Securitization Operating Advisor, Certificate Administrator or Trustee with respect to this Mortgage Loan pursuant
to the Servicing Agreement, shall be applied by the Senior Noteholder (or its designee) and distributed by the Servicer for payment
in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing
Agreement):


 


(a)     first, to the
Senior Noteholder in an amount equal to the accrued and unpaid interest on the Senior Note Principal Balance at the Net Senior
Note Rate;


 


(b)     second, to the
Senior Noteholder in an amount equal to the Senior Note Percentage Interest of principal payments received (other than any principal
amortization payment payable on the Junior Note pursuant to the Mortgage Loan Agreement), if any, with


 






    	19



    	 



    

 


respect
to such Monthly Payment Date with respect to the Mortgage Loan, until the Senior Note Principal Balance has been reduced to zero;


 


(c)third, to the
Senior Noteholder up to the amount of any unreimbursed costs and expenses paid by the Senior Noteholder including any Recovered
Costs not previously reimbursed to the Senior Noteholder (or paid or advanced by any Servicer on its behalf and not previously
paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement;


 


(d)fourth, to the
Senior Noteholder in an amount equal to the Prepayment Premium with respect to the Senior Note to the extent paid by the Mortgage
Loan Borrower;


 


(e)     fifth, if, as
a result of a Workout the Principal Balance of the Senior Note has been reduced, to the Senior Noteholder in an amount up to the
reduction of the Senior Note Principal Balance as a result of such Workout, plus interest on such amount at the related Senior
Note Rate;


 


(f)     sixth, to the
Junior Noteholder in an amount equal to the accrued and unpaid interest on the Junior Note Principal Balance at the Net Junior
Note Rate;


 


(g)     seventh, to the
Junior Noteholder in an amount equal to (i) any principal amortization payment payable on the Junior Note pursuant to the Mortgage
Loan Agreement and (ii) the Junior Note Percentage Interest of principal payments, in each case, received, if any, with respect
to such Monthly Payment Date with respect to the Mortgage Loan, until the Junior Note Principal Balance has been reduced to zero;


 


(h)eighth, to the
Junior Noteholder in an amount equal to the Prepayment Premium with respect to the Junior Note to the extent paid by the Mortgage
Loan Borrower;


 


(i)     ninth, to the
extent the Junior Noteholder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Junior
Noteholder for all such cure payments;


 


(j)     tenth, if the
proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be
applied in accordance with the foregoing clauses (a)-(i) and, as a result of a Workout the Principal Balance of the Junior Note
has been reduced, such excess amount shall be paid to the Junior Noteholder in an amount up to the reduction, if any, of the Junior
Note Principal Balance as a result of such Workout, plus interest on such amount at the related Junior Note Rate;


 


(k)    eleventh, to the
extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the
Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional
Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage
Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the Senior
Noteholder and the Junior Noteholder, pro rata, based on their respective Percentage Interests; and


 






    	20



    	 



    

 


(l)     twelfth, if any
excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the
foregoing clauses (a)-(k), any remaining amount shall be paid pro rata to the Senior Noteholder and the Junior Noteholder in accordance
with their respective initial Percentage Interests.


 


Section 4.     Payments
Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section
3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer and as set forth in the
Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available
for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds
thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement
as reimbursements on account of recoveries in respect of Advances), whether received in the form of Monthly Payments, any proceeds
from the sale or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter
of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds,
awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower
in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x)
all amounts for required reserves or escrows required by the Mortgage Loan Documents deemed appropriate by the Servicer in accordance
with the Servicing Standard to continue to be held as reserves or escrows or received as reimbursements on account of recoveries
in respect of Advances then due and payable or reimbursable to the Servicer under Servicing Agreement and (y) all amounts that
are then due, payable or reimbursable to any Servicer, Securitization Operating Advisor, Certificate Administrator or Trustee with
respect to this Mortgage Loan pursuant to the Servicing Agreement with respect to the Mortgage Loan, shall be distributed by the
Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the
Servicing Agreement):


 


(a)    first, to the
Senior Noteholder in an amount equal to the accrued and unpaid interest on the Senior Note Principal Balance at the Net Senior
Note Rate;


 


(b)   second, to the
Senior Noteholder in an amount equal to the Senior Note Principal Balance, until the Senior Note Principal Balance has been reduced
to zero;


 


(c)    third, to the
Senior Noteholder up to the amount of any unreimbursed costs and expenses paid by the Senior Noteholder including any Recovered
Costs not previously reimbursed to the Senior Noteholder (or paid or advanced by any Servicer on its behalf and not previously
paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement;


 


(d)    fourth, to the
Senior Noteholder in an amount equal to the Prepayment Premium with respect to the Senior Note to the extent paid by the Mortgage
Loan Borrower;


 


(e)    fifth, if, as
a result of a Workout the Principal Balance of the Senior Note has been reduced, to the Senior Noteholder in an amount up to the
reduction of the Senior Note


 






    	21



    	 



    

 


Principal
Balance as a result of such Workout, plus interest on such amount at the related Senior Note Rate;


 


(f)     sixth, to the
Junior Noteholder in an amount equal to the accrued and unpaid interest on the Junior Note Principal Balance at the Net Junior
Note Rate;


 


(g)   seventh, to the
Junior Noteholder in an amount equal to the Junior Note Principal Balance, until the Junior Note Principal Balance has been reduced
to zero;


 


(h)eighth, to the
Junior Noteholder in an amount equal to the Prepayment Premium with respect to the Junior Note to the extent paid by the Mortgage
Loan Borrower;


 


(i)     ninth, to the
extent the Junior Noteholder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Junior
Noteholder for all such cure payments;


 


(j)     tenth, if the
proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be
applied in accordance with the foregoing clauses (a)-(i) and, as a result of a Workout the Principal Balance of the Junior Note
has been reduced, such excess amount shall be paid to the Junior Noteholder in an amount up to the reduction, if any, of the Junior
Note Principal Balance as a result of such Workout, plus interest on such amount at the related Junior Note Rate;


 


(k)    eleventh, to the
extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the
Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional
Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage
Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid to the Senior
Noteholder and the Junior Noteholder, pro rata, based on their respective Percentage Interests; and


 


(l)     twelfth, if any
excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the
foregoing clauses (a)-(k), any remaining amount shall be paid pro rata to the Senior Noteholder and the Junior Noteholder
in accordance with their respective initial Percentage Interests.


 


Section 5.     Administration
of the Mortgage Loan.


 


(a)     Subject to this
Agreement (including, without limitation, Section 5(f) below) and the Servicing Agreement, the Senior Noteholder (or the Servicer
acting on behalf of the Senior Noteholder) shall have the sole and exclusive authority with respect to the administration of, and
exercise of rights and remedies with respect to, the Mortgage Loan, including, without limitation, the sole authority to modify
or waive any of the terms of the Mortgage Loan Documents or consent to any action or failure to act by the Mortgage Loan Borrower
or any other party to the Mortgage Loan Documents, call or waive any Event of Default, accelerate the Mortgage Loan or institute
any foreclosure action or other remedy and the Junior Noteholder shall not have any voting, consent or other rights whatsoever
with respect to


 






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the Senior
Noteholder’s administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan. Subject to this
Agreement and the Servicing Agreement (including, without limitation, Section 5(f) below), the Junior Noteholder agrees that it
shall have no right to, and hereby presently and irrevocably assigns and conveys to the Senior Noteholder (or the Servicer acting
on behalf of the Senior Noteholder) the rights, if any, that the Junior Noteholder has to, (i) call or cause the Senior Noteholder
to call an Event of Default under the Mortgage Loan, or (ii) exercise any remedies with respect to the Mortgage Loan or the Mortgage
Loan Borrower, including, without limitation, filing or causing the Senior Noteholder to file any bankruptcy petition against
the Mortgage Loan Borrower. The Senior Noteholder (or the Servicer acting on behalf of the Senior Noteholder) shall not have any
fiduciary duty to the Junior Noteholder in connection with the administration of the Mortgage Loan (but the foregoing shall not
relieve the Senior Noteholder from the obligation to make any disbursement of funds as set forth herein).


 


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


 


(c)    Notwithstanding
anything to the contrary contained herein, but subject to the terms and conditions of the Servicing Agreement and this Agreement
(including, without limitation, Section 6), if the Servicer (on behalf of the Noteholders) in connection with a Workout of the
Mortgage Loan modifies the terms thereof such that (i) the unpaid principal balance of the Mortgage Loan is decreased, (ii) the
Interest Rate or scheduled amortization payments on such Mortgage Loan are reduced, (iii) payments of interest or principal on
such Mortgage Loan are waived, reduced or deferred or (iv) any other adjustment (other than an increase in the Interest Rate or
increase in scheduled amortization payments) is made to any of the terms of the Mortgage Loan, all payments to the Senior Noteholder
pursuant to Section 3 and Section 4, as applicable, shall be made as though such Workout did not occur, with the payment terms
of the Senior Note remaining the same as they are on the date hereof, the Junior Note shall bear the full economic effect of all
waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such Workout (up to the amount otherwise due
on the Junior Note). Subject to the Servicing Agreement and this Agreement (including without limitation Section 6), in the case
of any modification or amendment described above, the Servicer (on


 






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behalf
of the Noteholders) will have the sole authority and ability to revise the payment provisions set forth in Section 3 and Section
4 above in a manner that reflects the subordination of the Junior Note to the Senior Note with respect to the loss that is the
result of such amendment or modification, including: (i) the ability to increase the Senior Note Percentage Interest and to reduce
the Junior Note Percentage Interest in a manner that reflects a loss in principal as a result of such amendment or modification
and (ii) the ability to change the Senior Note Rate and the Junior Note Rate, as applicable, in order to reflect a reduction in
the Interest Rate of the Mortgage Loan but shall not be permitted to change the order of the clauses set forth in Sections 3 and
4 hereof. Notwithstanding the foregoing, if any Workout, modification or amendment of the Mortgage Loan extends the original maturity
date of the Mortgage Loan, for purposes of this paragraph, the Balloon Payment will be deemed not to be due on the original maturity
date of the Mortgage Loan but will be deemed due on the extended maturity date of the Mortgage Loan.


 


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


 


(e)    For so long as
the Senior Note is included as an asset of a REMIC, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage
Loan shall be administered such that the Senior Note and the Junior Note shall each qualify at all times as (or as interests in)
a “qualified mortgage” within the meaning of Sections 860G(a)(3) of the Code, (ii) any real property (and related personal
property) acquired by or on behalf of the Senior Noteholder pursuant to a foreclosure, exercise of a power of sale or delivery
of a deed in lieu of foreclosure of the Mortgage or lien on such property following a default on the Mortgage Loan shall be administered
so that the interests of the Noteholders therein shall at all times qualify as “foreclosure property” within the meaning
of Sections 860G(a)(8) of the Code and (iii) the Senior Noteholder may not modify, waive or amend any provision of the Mortgage
Loan, consent to or withhold consent from any action of the Mortgage Loan Borrower, or exercise or refrain from exercising any
powers or rights which the Senior Noteholder may have under the Mortgage Loan Documents, if any such action would constitute a
“significant modification” of the Mortgage Loan, within the meaning of Section 1.860G 2(b) of the regulations of the
United Stated Department of the Treasury, more than three months after the earliest startup day of any REMIC which includes the
Senior Note (or any portion thereof). The Noteholders agree that the provisions of this Section 5(e) shall be effected by compliance
by the Senior Noteholder or its assignees with this Agreement or the Servicing Agreement or any other agreement which governs the
administration of the Mortgage Loan or the Senior Noteholder’s interests therein. All costs and expenses of compliance with
this Section 5(e), to the extent that such costs and expenses relate to administration of a REMIC or to any determination respecting
the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense, shall
be borne by the Senior Noteholder.


 


(f)     If any consent,
modification, amendment or waiver under or other action in respect of a Mortgage (whether or not a Servicing Transfer Event has
occurred and is continuing) that would constitute a Major Decision has been requested or proposed, at least ten (10) Business Days
prior to taking action with respect to such Major Decision (or making a determination not to take action with respect to such Major
Decision), the Senior Noteholder (or


 






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Servicer
acting on its behalf) must receive the written consent of the Controlling Noteholder (or its Operating Advisor) before implementing
a decision with respect to such Major Decision.


 


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


 


Notwithstanding the foregoing,
following the occurrence of an extraordinary event with respect to any Mortgaged Property, or if a failure to take any such action
at such time would be inconsistent with the Servicing Standard, the Senior Noteholder (or Servicer acting on its behalf) may take
actions with respect to such Mortgaged Property before obtaining the consent of the Controlling Noteholder (or its Operating Advisor)
if the Senior Noteholder (or Servicer acting on its behalf) reasonably determines in accordance with the Servicing Standard that
failure to take such actions prior to such consent would materially and adversely affect the interest of the Noteholders, and the
Senior Noteholder (or Servicer acting on its behalf) has made a reasonable effort to contact the Controlling Noteholder (or its
Operating Advisor). The foregoing shall not relieve the Senior Noteholder (or Servicer acting on its behalf) of its duties to comply
with the Servicing Standard.


 


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


 


(g)     The Controlling
Noteholder shall be entitled to avoid its applicable Control Appraisal Period caused by application of an Appraisal Reduction Amount
upon satisfaction of the following (which must be completed within thirty (30) days of the receipt of a third party Appraisal that
indicates such Control Appraisal Period has occurred): (i) such Controlling Noteholder shall have delivered as a supplement to
the appraised value of the Mortgaged Property, in the amount specified in clause (ii) below, to the Servicer, together with documentation
acceptable to the Servicer in accordance with the Servicing Standard to create and perfect a first priority security interest in
favor of the Senior Noteholder in such collateral (a) cash collateral for the benefit of, and acceptable to, the Servicer or (b)
an unconditional and irrevocable standby letter of credit with the Senior Noteholder as the beneficiary, in form


 






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reasonably
acceptable to the Servicer, issued by a bank or other financial institutions the long term unsecured debt obligations of which
are at all times rated at least “AA” by S&P, “A” by Fitch and “Aa2” by Moody’s or
the short term obligations of which are rated at least “A-1+” by S&P, “F-1” by Fitch and “P-1”
by Moody’s (either (a) or (b), the “Threshold Event Collateral”), and (ii) the Threshold Event Collateral
shall be in an amount which, when added to the appraised value of the Mortgaged Property as determined pursuant to the Servicing
Agreement, would cause the applicable Control Appraisal Period not to occur. If the requirements of this paragraph are satisfied
by the Controlling Noteholder (a “Threshold Event Cure”), no Control Appraisal Period caused by application
of an Appraisal Reduction Amount shall be deemed to have occurred. If a letter of credit is furnished as Threshold Event Collateral,
the applicable Controlling Noteholder shall be required to renew such letter of credit not later than thirty (30) days prior to
expiration thereof or to replace such letter of credit with a substitute letter of credit or other Threshold Event Collateral
with an expiration date that is greater than forty-five (45) days from the date of substitution; provided, however,
that, if a letter of credit is not renewed prior to thirty (30) days prior to the expiration date of such letter of credit, the
letter of credit shall provide that the Servicer may (and at the direction of the applicable Controlling Noteholder, shall) draw
upon such letter of credit and hold the proceeds thereof as Threshold Event Collateral. If a letter of credit is furnished as
Threshold Event Collateral, the applicable Controlling Noteholder shall be required to replace such letter of credit with other
Threshold Event Collateral within 30 days if the credit ratings of the issuing entity are downgraded below the required ratings;
provided, however, that, if such Threshold Collateral is not so replaced, the Servicer shall draw upon such letter
of credit and hold the proceeds thereof as Threshold Event Collateral. The Threshold Event Cure shall continue until (i) the appraised
value of the Mortgaged Property plus the value of the Threshold Event Collateral would not be sufficient to prevent a Control
Appraisal Period from occurring; or (ii) the occurrence of a Final Recovery Determination. If the appraised value of the Mortgaged
Property, upon any redetermination thereof, is sufficient to avoid the occurrence of a Control Appraisal Period without taking
into consideration any, or some portion of, Threshold Event Collateral previously delivered by the Controlling Noteholder, any
or such portion of Threshold Event Collateral held by the Servicer shall promptly be returned to such Controlling Noteholder (at
its sole expense). Upon a Final Recovery Determination with respect to the Mortgage Loan, such Threshold Event Collateral shall
be available to reimburse each Noteholder for any realized loss pursuant to Section 3 or 4, as applicable, with respect to the
Mortgage Loan after application of the net proceeds of liquidation, not in excess of the Senior Note Principal Balance and the
Junior Note Principal Balance, as the case may be, plus accrued and unpaid interest thereon at the applicable interest rate and
all other Additional Servicing Expenses reimbursable under this Agreement and under the Servicing Agreement. Any Threshold Event
Collateral shall be treated as an “outside reserve fund” for purposes of the REMIC Provisions and such property (and
the right to reimbursement of any amounts with respect thereto from a REMIC) shall be beneficially owned by the posting Noteholder
who shall be taxed on all income with respect thereto. The entire amount of Threshold Event Collateral, without a haircut or other
reduction, shall be considered in determining the sufficiency of such Threshold Event Collateral to avoid a Control Appraisal
Period.


 


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


 






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Section 6.     Appointment
of Operating Advisor.


 


(a)The Controlling
Noteholder shall have the right at any time to appoint an Operating Advisor to exercise its rights hereunder (the “Operating
Advisor”). The Controlling Noteholder shall have the right in its sole discretion at any time and from time to time to
remove and replace the Operating Advisor. When exercising its various rights under Section 5 and elsewhere in this Agreement, the
Controlling Noteholder may, at its option, in each case, act through the Operating Advisor. The Operating Advisor may be any Person
(other than the Mortgage Loan Borrower, its principal or any Affiliate of the Mortgage Loan Borrower), including, without limitation,
the Controlling Noteholder, any officer or employee of the Controlling Noteholder, any Affiliate of the Controlling Noteholder
or any other unrelated third party. No such Operating Advisor shall owe any fiduciary duty or other duty to any other Person (other
than the Controlling Noteholder). All actions that are permitted to be taken by the Controlling Noteholder under this Agreement
may be taken by the Operating Advisor acting on behalf of the Controlling Noteholder and the Senior Noteholder will accept such
actions of the Operating Advisor as actions of the Controlling Noteholder. Senior Noteholder (or any Servicer on its behalf) shall
not be required to recognize any Person as an Operating Advisor until the Controlling Noteholder has notified the Senior Noteholder
(and any Servicer) of such appointment and, if the Operating Advisor is not the same Person as the Controlling Noteholder, the
Operating Advisor provides the Senior Noteholder (and any Servicer) 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). Senior
Noteholder shall promptly deliver such information to any Servicer.


 


(b)    Neither the Operating
Advisor nor the Controlling Noteholder will have any liability to the Senior Noteholder or any other Person for any action taken,
or for refraining from the taking of any action or in the giving of any consent or the failure to give any consent pursuant to
this Agreement or the Servicing Agreement, or errors in judgment, absent any loss, liability or expense incurred by reason of its
willful misfeasance, bad faith or negligence. The Senior Noteholder and the Junior Noteholder agree that the Operating Advisor
and any Controlling Noteholder (whether acting in place of the Operating Advisor when no Operating Advisor shall have been appointed
hereunder or otherwise exercising any right, power or privilege granted to such Controlling Noteholder hereunder) may take or refrain
from taking actions that favor the interests of one Noteholder over other Noteholders, and that the Operating Advisor may have
special relationships and interests that conflict with the interests of a Noteholder and, absent willful misfeasance, bad faith
or negligence on the part of the Operating Advisor or such Controlling Noteholder, as the case may be, agree to take no action
against the Operating Advisor, such Controlling Noteholder or any of their respective officers, directors, employees, principals
or agents as a result of such special relationships or interests, and that neither the Operating Advisor nor such Controlling Noteholder
will be deemed to have been 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 solely in the interests of the Senior
Noteholder or the Junior Noteholder, as applicable.


 






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(c)    If the Senior
Noteholder is the Controlling Noteholder, the Junior Noteholder acknowledges and agrees all of the aforementioned rights and obligations
of the Controlling Noteholder and the Operating Advisor set forth in Section 5(f) and 5(g) and this Section 6 shall be exercisable
by the Senior Noteholder (or the applicable Person specified in the Servicing Agreement) to the extent set forth in the Servicing
Agreement.


 


Section 7.     Special
Servicer. The Controlling Noteholder (or its Operating Advisor), at its expense (including, without limitation, the reasonable
costs and expenses of counsel to any third parties and costs and expenses of the terminated Special Servicer), shall have the right
to appoint the Special Servicer with respect to the Mortgage Loan, provided that, at any time that the Controlling Noteholder is
not the Junior Noteholder, the right to appoint or replace the Special Servicer shall be subject to the terms and conditions of
the Servicing Agreement. The Controlling Noteholder (or its Operating Advisor) shall be entitled to terminate the rights and obligations
of the Special Servicer under the Servicing Agreement, with or without cause, upon at least ten (10) Business Days’ prior
notice to the Special Servicer (provided, however, that the Controlling Noteholder, Operating Advisor and/or Junior
Noteholder shall not be liable for any termination or similar fee in connection with the removal of the Special Servicer in accordance
with this Section 7); such termination not be effective unless and until (A) each Rating Agency delivers Rating Agency Confirmation
(to the extent the Mortgage Loan has been securitized); (B) the initial or successor Special Servicer has assumed in writing (from
and after the date such successor Special Servicer becomes the Special Servicer) all of the responsibilities, duties and liabilities
of the Special Servicer under the Servicing Agreement from and after the date it becomes the Special Servicer as they relate to
such Mortgage Loan pursuant to an assumption agreement reasonably satisfactory to the Trustee; and (C) the Trustee shall have received
an opinion of counsel reasonably satisfactory to the Trustee to the effect that (x) the designation of such replacement to serve
as Special Servicer is in compliance with the Servicing Agreement, (y) such replacement will be bound by the terms of the Servicing
Agreement with respect to such Mortgage Loan and (z) subject to customary qualifications and exceptions, the applicable servicing
agreement will be enforceable against such replacement in accordance with its terms. The Senior Noteholder shall promptly provide
copies to any terminated Special Servicer of the documents referred to in the preceding sentence. Prior to the Securitization,
if the Mortgage Loan becomes a Specially Serviced Mortgage Loan, and if not later than thirty (30) days after the Mortgage Loan
becomes a Specially Serviced Mortgage Loan the Controlling Noteholder (or its Operating Advisor) elects to replace the Special
Servicer, then each Noteholder agrees that no liquidation fees or workout fees shall be payable to the Special Servicer being replaced,
unless such Special Servicer shall have either successfully completed a workout or a liquidation, in which case such fees shall
be payable as provided herein.


 


Section 8.     Payment
Procedure.


 


(a)    The Senior Noteholder
(or the Servicer on its behalf), in accordance with the priorities set forth in Section 3 or 4, as applicable, and subject to the
terms of the Servicing Agreement, will deposit or cause to be deposited all payments allocable to the Notes to the Collection Account
for the Notes established pursuant to the Servicing Agreement. The Senior Noteholder (or the Servicer acting on its behalf) shall
deposit such amounts to the applicable account on the Business Day next following the date such payment was received by the Senior


 






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


 


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


 


(c)    If, for any reason,
the Senior Noteholder (or the Servicer on its behalf) makes any payment to the Junior Noteholder before the Senior Noteholder (or
the Servicer on its behalf) has received the corresponding payment (it being understood that the Senior Noteholder (or the Servicer
on its behalf) is under no obligation to do so), and the Senior Noteholder (or the Servicer on its behalf) does not receive the
corresponding payment within three (3) Business Days of its payment to the Junior Noteholder, the Junior Noteholder will, at the
Senior Noteholder’s (or the Servicer’s on its behalf) request, promptly return that payment to the Senior Noteholder
(or the Servicer on its behalf).


 


(d)    Each of the Senior
Noteholder and the Junior Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account
of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Senior Noteholder
(or the Servicer on its behalf) who shall allocate such excess in accordance with this Agreement and the Servicing Agreement. The
Senior Noteholder (or the Servicer on its behalf) shall have the right to offset any amounts due hereunder from the Junior Noteholder
with respect to the Mortgage Loan against any future payments due to the Junior Noteholder under the Mortgage Loan, provided,
that the Senior Noteholder’s and the Junior Noteholder’s obligations under this Section 8 are separate and distinct
obligations from one another and in no event shall Senior Noteholder (or the Servicer on its behalf) enforce the obligations of
the Senior Noteholder against the Junior Noteholder or the obligations of the Junior Noteholder against the Senior Noteholder.
The Senior Noteholder’s and the Junior Noteholder’s obligations under this Section 8 constitute absolute, unconditional
and continuing obligations.


 


Section 9.     Limitation
on Liability of the Noteholders. The Senior Noteholder (including any Servicer) shall have no liability to the Junior Noteholder
with respect to the Junior Note except with respect to losses actually suffered due to the gross negligence, willful misconduct
or breach of this Agreement on the part of the Senior Noteholder. The Junior Noteholder shall have no liability to the Senior Noteholder
with respect to the Senior Note


 






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


 


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


 


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


 


Section 10.     Bankruptcy.
Subject to the provisions of Section 5(f) hereof, the Junior Noteholder hereby covenants and agrees that only the Senior Noteholder
(or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303
or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding
with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets
or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Subject to the provisions of Section 5(f)
hereof, the Junior Noteholder further agrees that only the Senior Noteholder, as a creditor, can make any election, give any consent,
commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against
the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Junior Noteholder hereby appoints
the Senior Noteholder as its agent, and grants to the Senior Noteholder an irrevocable power of attorney coupled with an interest,
and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Junior Noteholder
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 Junior Noteholder in its capacity as such, hereby agrees that, upon the
request of the Senior Noteholder, such Junior Noteholder shall execute, acknowledge and deliver to the Senior Noteholder all and
every such further deeds, conveyances and instruments as the Senior Noteholder may reasonably request for the better


 






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assuring
and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding
are subject to and must be in accordance with the Servicing Standard.


 


Section 11.     Cure
Rights of Controlling Noteholder.


 


(a)Subject to Section
11(b) below, in the event that the Mortgage Loan Borrower fails to make any payment of principal or interest on the Mortgage Loan
by the end of the applicable grace period (the “Grace Period”) for such payment permitted under the applicable
Mortgage Loan Documents (a “Monetary Default”), the Senior Noteholder shall provide notice to the Junior Noteholder
(while it is the Controlling Noteholder) and the Operating Advisor (while the Junior Noteholder is the Controlling Noteholder)
of such default (the “Monetary Default Notice”). If the Junior Noteholder (while it is the Controlling Noteholder)
or Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) has not cured such Monetary Default within three
(3) Business Days after receiving the Monetary Default Notice, the Senior Noteholder shall deliver an additional copy of the Monetary
Default Notice that contains a statement in boldface font that this is a second notice and that the Junior Noteholder’s or
its Operating Advisor’s failure to cure such Monetary Default within three (3) Business Days after receiving such second
notice will result in the termination of the right to cure such Monetary Default. The Junior Noteholder (while it is the Controlling
Noteholder) shall have the right, but not the obligation, to cure such Monetary Default after receiving the first Monetary Default
Notice and until the period ending (3) Business Days after receiving the second Monetary Default Notice (the “Cure Period”)
and at no other times. At the time a payment is made to cure a Monetary Default as permitted hereunder, the Junior Noteholder shall
pay or reimburse the Senior Noteholder for all unreimbursed Advances (whether or not recoverable), Advance Interest Amounts, any
unpaid fees to any Servicer specifically provided for in the Securitization Servicing Agreement and any Additional Servicing Expenses.
At any time (while the Junior Noteholder is the Controlling Noteholder) during which the Junior Noteholder believes that a Monetary
Default has occurred, the Junior Noteholder shall have the right (i) to send a written notice to the Servicer requesting written
confirmation as to whether a Monetary Default has occurred and is continuing and, if the Servicer provides any such written confirmation
indicating that a Monetary Default has occurred and is continuing, the Junior Noteholder may proceed with exercising its cure rights
as set forth herein, and (ii) pending its receipt of any written confirmation described in the foregoing clause (i), to tender
a cure payment to the applicable Servicer in the amount it reasonably believes necessary to cure any such potential Monetary Default,
which cure payment shall either be (A) in the event a Monetary Default has occurred, retained and applied to the cure of such Monetary
Default in accordance with the terms hereof, or (B) in the event that no such Monetary Default has occurred, returned by the applicable
Servicer to the Junior Noteholder. If the amount of a cure payment tendered by the Junior Noteholder is less than the amount necessary
to effect a cure of a Monetary Default, such payment shall not effect a cure, but Junior Noteholder may effect a cure if it pays
any deficiency within the Cure Period. If the amount of a cure payment tendered by the Junior Noteholder exceeds the amount necessary
to effect a cure, the applicable Servicer shall return such excess to the Junior Noteholder. The Junior Noteholder (to the extent
it is permitted to effect a cure hereunder) shall not be required, in order to effect a cure hereunder, to pay any default interest
or late charges under the Loan Documents. So long as a Monetary Default exists for which a cure payment permitted hereunder is
made, such Monetary Default shall not be


 






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treated
as an Event of Default by the Senior Noteholder (including for purposes of (i) the definition of “Sequential Pay Event,”
(ii) accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing
proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect
to the Mortgaged Property; or (iii) treating the Mortgage Loan as a Specially Serviced Mortgage Loan); provided that such
limitation shall not prevent the Senior Noteholder from collecting Default Interest or late charges from the Mortgage Loan Borrower.
Any amounts advanced by the Junior Noteholder (to the extent permitted hereunder) on behalf of the Mortgage Loan Borrower to effect
any cure shall be reimbursable to such Noteholder under Section 3 or Section 4, as applicable.


 


(b)    Notwithstanding
anything to the contrary contained in Section 11(a), the Junior Noteholder shall be limited to a combined total of four (4) cures
of Monetary Defaults, no more than three (3) of which may be consecutive, or Non-Monetary Defaults over the term of the Mortgage
Loan. Additional Cure Periods shall only be permitted with the consent of the Senior Noteholder.


 


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


 


(d)    If an Event of
Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary Default”),
the Senior Noteholder shall promptly provide notice to the Controlling Noteholder and the Operating Advisor of such failure (the
“Non-Monetary Default Notice”) and the Controlling Noteholder shall have the right, but not the obligation,
to cure such Non-Monetary Default within the same period of time as the Mortgage Loan Borrower under the Mortgage Loan Documents,
without regard for the date of receipt by the Controlling Noteholder of the Non-Monetary Default Notice, or in any event, up to
40 days, to cure such Non-Monetary Default; provided, however, if such Non-Monetary Default is susceptible of cure
but cannot reasonably be cured within such period and if curative action was promptly commenced and is being diligently pursued
by the Controlling Noteholder, the Controlling Noteholder shall be given an additional period of time as is reasonably necessary
to enable the Controlling Noteholder in the exercise of due diligence to cure such Non-Monetary Default for so long as (i) the
Controlling Noteholder diligently and expeditiously proceeds to cure such Non-Monetary Default, (ii) the Controlling Noteholder
makes all cure payments that it is permitted to make in accordance with the terms and provisions of Section 11(a) hereof, (iii)
such additional period of time does not exceed sixty (60) days, (iv) such Non-Monetary Default is not caused by an Insolvency Proceeding
or during such period of time that the Controlling Noteholder has to cure a Non-Monetary Default in accordance with this Section
11(d) (the “Non-Monetary Default Cure Period”), an Insolvency Proceeding does not occur and (v) during such
Non-Monetary Default Cure Period, there is no material adverse effect


 






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on the
Mortgage Loan Borrower or the Mortgaged Property or the value of the Mortgage Loan as a result of such Non-Monetary Default or
the attempted cure. The Non-Monetary Default Notice shall contain a statement that the Controlling Noteholder’s or the Operating
Advisor’s failure to cure such Non-Monetary Default within the applicable Non-Monetary Default Cure Period after receiving
such notice will result in the termination of the right to cure such Non-Monetary Default. The Controlling Noteholder shall not
contact the Mortgage Loan Borrower in order to effect any cures under Sections 11(a) or this 11(d) unless it is in conjunction
with the Special Servicer or the Controlling Noteholder has obtained the prior written consent of the Senior Noteholder.


 


Section 12.     Purchase
of Senior Note By Junior Noteholder. The Junior Noteholder shall have the right, by written notice to the Senior Noteholder
(a “Noteholder Purchase Notice”), delivered at any time an Event of Default under the Mortgage Loan has occurred
and is continuing, to purchase, in immediately available funds, the Senior Note in whole but not in part at the applicable Defaulted
Mortgage Loan Purchase Price. Upon the delivery of the Noteholder Purchase Notice to the Senior Noteholder, the Senior Noteholder
shall sell (and the Junior Noteholder shall purchase) the Senior Note (including, without limitation, any Notes therein) at the
applicable Defaulted Mortgage Loan Purchase Price, on a date (the “Defaulted Note Purchase Date”) not less than
ten (10) and not more than thirty (30) days after the date of receipt of the Noteholder Purchase Notice, as shall be established
by the Senior Noteholder. The Noteholder Purchase Notice shall contain a statement that the Junior Noteholder’s failure to
purchase the Senior Notes on a Defaulted Note Purchase Date will result in the termination of such right. The Junior Noteholder
agrees that the sale of the Senior Note shall comply with all requirements of the Servicing Agreement and that all costs and expenses
related thereto shall be paid by the Junior Noteholder. The Defaulted Mortgage Loan Purchase Price shall be calculated by the Senior
Noteholder (or the Servicer on its behalf) three (3) Business Days prior to the Defaulted Note Purchase Date (and such calculation
shall be accompanied by a listing of all amounts included in the Defaulted Mortgage Loan Purchase Price), and shall, absent manifest
error, be binding upon the Junior Noteholder. Concurrently with the payment to the Senior Noteholder in immediately available funds
of its respective portion of the applicable Defaulted Mortgage Loan Purchase Price, the Senior Noteholder will execute at the sole
cost and expense of the Junior Noteholder in favor of the Junior Noteholder assignment documentation which will assign the Senior
Note and the Mortgage Loan Documents without recourse, representations or warranties (except the Senior Noteholder, and the Junior
Noteholder, as applicable, will represent and warrant that it had good and marketable title to, was the sole owner and holder of,
and had power and authority to deliver the Mortgage Loan or Note, as applicable, free and clear of all liens and encumbrances (other
than the interest created by the Junior Note)). The right of the Junior Noteholder to purchase the Senior Note shall automatically
terminate upon a foreclosure sale, sale by power of sale or delivery of a deed in lieu of foreclosure with respect to the Mortgaged
Property (and the Senior Noteholder shall give the Junior Noteholder ten (10) days notice of its intent with respect to such action).
Notwithstanding the foregoing sentence, if title to the Mortgaged Property is transferred to the Servicer (or other nominee on
behalf of the Noteholders) less than ten (10) days after the acceleration of the Mortgage Loan, the Senior Noteholder shall notify
the Junior Noteholder of such transfer and the Junior Noteholder shall have a fifteen (15) day period from the date of such notice
from the Senior Noteholder to deliver the Noteholder Purchase Notice to the Senior Noteholder, in which case the Junior Noteholder
will be obligated to purchase the Mortgaged


 






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Property,
in immediately available funds, within such fifteen (15) day period at the applicable Defaulted Mortgage Loan Purchase Price.


 


Section 13.     Representations
of Junior Noteholder. The Junior Noteholder represents, and it is specifically understood and agreed, that it is acquiring
its Junior Note for its own account in the ordinary course of its business and the Senior Noteholder shall otherwise have no liability
or responsibility to the Junior Noteholder except as expressly provided herein or for actions that are taken or omitted to be taken
by the Senior Noteholder that constitute gross negligence or willful misconduct or that constitute a breach of this Agreement.
The Junior Noteholder represents and warrants that the execution, delivery and performance of this Agreement is within its corporate
powers, has been duly authorized by all necessary corporate action, and does not contravene its charter or any law or contractual
restriction binding upon the Junior Noteholder, and that this Agreement is the legal, valid and binding obligation of the Junior
Noteholder enforceable against the Junior Noteholder in accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally,
and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law),
and except that the enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable
law. The Junior Noteholder represents and warrants that it is duly organized, validly existing, in good standing and possesses
of all licenses and authorizations necessary to carry on its business. The Junior Noteholder represents and warrants that (a) this
Agreement has been duly executed and delivered by the Junior Noteholder, (b) to the Junior Noteholder’s actual knowledge,
all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required
for the execution, delivery and performance of this Agreement by the Junior Noteholder have been obtained or made and (c) to the
Junior Noteholder’s actual knowledge, there is no pending action, suit or proceeding, arbitration or governmental investigation
against the Junior Noteholder, an adverse outcome of which would materially and adversely affect its performance under this Agreement.


 


The Junior Noteholder
acknowledges that the Senior Noteholder does not owe the Junior Noteholder any fiduciary duty with respect to any action taken
under the Mortgage Loan Documents and, except as provided herein, need not consult with the Junior Noteholder with respect to any
action taken by the Senior Noteholder in connection with the Mortgage Loan.


 


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


 


Section 14.     Representations
of the Initial Senior Noteholder. The Initial Senior Noteholder represents and warrants that the execution, delivery and performance
of this Agreement is within its corporate powers, has been duly authorized by all necessary corporate action, and does not contravene
the Initial Senior Noteholder’s charter or any law or contractual restriction binding upon the Initial Senior Noteholder,
and that this Agreement is the legal, valid and binding obligation of the Initial Senior Noteholder enforceable against the Initial
Senior Noteholder in accordance with its terms. The Initial Senior Noteholder represents and warrants


 






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that
it is duly organized, validly existing, in good standing and possession of all licenses and authorizations necessary to carry
on its business. The Initial Senior Noteholder represents and warrants that (a) this Agreement has been duly executed and delivered
by the Initial Senior Noteholder, (b) to the Initial Senior Noteholder’s actual knowledge, all consents, approvals, authorizations,
orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance
of this Agreement by the Initial Senior Noteholder has been obtained or made and (c) to the Initial Senior Noteholder’s
actual knowledge, there is no pending action, suit or proceeding, arbitration or governmental investigation against the Initial
Senior Noteholder, an adverse outcome of which would materially and adversely affect its performance under this Agreement.


 


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


 


Section 16.     No
Creation of a Partnership or Exclusive Purchase Right. Nothing contained in this Agreement, and no action taken pursuant hereto
shall be deemed to constitute the relationship created hereby among any of the Noteholders as a partnership, association, joint
venture or other entity. The Senior Noteholder shall have no obligation whatsoever to offer to the Junior Noteholder the opportunity
to purchase a Note interest in any future loans originated by the Senior Noteholder or its Affiliates and if the Senior Noteholder
chooses to offer to the Junior Noteholder the opportunity to purchase a Note interest in any future mortgage loans originated by
the Senior Noteholder or its Affiliates, such offer shall be at such purchase price and interest rate as the Senior Noteholder
chooses, in its sole and absolute discretion. The Junior Noteholder shall not have any obligation whatsoever to purchase from the
Senior Noteholder a Note interest in any future loans originated by the Senior Noteholder or its Affiliates.


 


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


 






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


 


Section 19.     Sale
of the Junior Note and the Senior Note.


 


(a)The Junior Noteholder
agrees that it will not Transfer all or any portion of the Junior Note without the Senior Noteholder’s prior written consent,
which consent shall not be unreasonably withheld, conditioned or delayed, provided, that (i) the Junior Noteholder shall
have the right to Transfer its respective Note, or any portion thereof, to a Qualified Institutional Lender without obtaining the
Senior Noteholder’s prior written consent, provided, that promptly after the Transfer the Senior Noteholder is provided
with (x) a representation from a transferee or the Junior Noteholder certifying that such transferee is a Qualified Institutional
Lender, (y) a copy of the assignment and assumption agreement referred to in Section 20 and (z) such transfer would not cause the
Junior Note to be held by more than five persons nor cause there to be no one person owning a majority of the Junior Note and (ii)
if the Junior Noteholder wants to Transfer the Junior Note, or any portion thereof, to an entity that is not a Qualified Institutional
Lender after a Securitization, no consent of the Senior Noteholder shall be required, but the Junior Noteholder shall first obtain
(and deliver to the Senior Noteholder) Rating Agency Confirmation. If the Junior Note is held by more than one Junior Noteholder
at any time, the holders of a majority of the Principal Balance of the Junior Note shall immediately appoint a representative to
exercise all rights of the Junior Note hereunder. Notwithstanding the foregoing, without the Senior Noteholder’s prior consent,
which may be withheld in the Senior Noteholder’s sole discretion, the Junior Noteholder shall not Transfer all or any portion
of the Junior Note to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely
null and void and shall vest no rights in the purported transferee. The Junior Noteholder agrees it will pay the expenses of the
Senior Noteholder (including all expenses of the Master Servicer and the Special Servicer) in connection with any such Transfer.
The Agent shall provide two Business Days prior written notice to each Rating Agency of any Transfer.


 


(b)    Notwithstanding
the foregoing, the Junior Noteholder shall have the right, without the need to obtain the consent of the Senior Noteholder or any
other Person, to Transfer 49% or less (in the aggregate) of its interest in the Junior Note to a Person that has no direct rights
with respect to the Junior Note or to a Qualified Institutional Lender; provided that any such Transfer shall be made in
accordance with the terms of this Section 19; provided, further that the Junior Noteholder shall not Transfer all
or any portion of the Junior Note to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer
shall be void ab initio, absolutely null and void and shall vest no rights in the purported


 






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transferee.
All Transfers under Section 19(a) and (b) shall be made upon written notice to the Senior Noteholder not later than the date of
such Transfer, and each transferee shall (i) execute an assignment and assumption agreement whereby such transferee assumes all
or a ratable portion, as the case may be, of the obligations of the Junior Noteholder hereunder with respect to the Junior Note
from and after the date of such assignment (or, in the case, of a pledge, collateral assignment or other encumbrance made in accordance
with Section 19(e) by the Junior Noteholder of the Junior Note solely as security for a loan to the Junior Noteholder made by
a third-party lender whereby the Junior Noteholder remains fully liable under this Agreement, on or before the date on which such
lender succeeds to the rights of the Junior Noteholder by foreclosure or otherwise, such third-party lender executes an agreement
that such lender shall be bound by the terms and provisions of this Agreement and the obligations of the Junior Noteholder hereunder)
and (ii) agree in writing to be bound by the Servicing Agreement, unless the Servicing Agreement is not then in effect with respect
to the Mortgage Loan, in which event the parties will enter into or agree to be bound by any replacement servicing agreement therefor
in accordance with the provisions hereof. Upon the consummation of a Transfer of all or any portion of the Junior Note in accordance
with this Agreement, the transferring Person shall be released from all liability arising under this Agreement with respect to
the Junior Note (or the portion thereof that was the subject of such Transfer), for the period after the effective date of such
Transfer (it being understood and agreed that the foregoing release shall not apply in the case of a sale, assignment, transfer
or other disposition of a participation interest in the Junior Note as described in clause (c) below). In connection with any
such permitted transfer of a portion of the Junior Note and for all purposes of this Agreement, the Senior Noteholder need only
recognize the majority holder of the Junior Note for purposes of notices, consents and other communications between the Senior
Noteholder and such majority holder of the Junior Note shall be the only Person authorized hereunder to exercise any rights of
the Junior Noteholder under this Agreement; provided, however, the majority holder of the Junior Note may from time
to time designate any other Person as an additional party entitled to receive notices, consents and other communications and/or
to exercise rights on behalf of the Junior Noteholder hereunder by delivering written notice thereof to the Senior Noteholder,
and, from and after delivery of such notice, such designee shall be so authorized hereunder and shall be the only party entitled
to receive such notices, consents and such other communications and/or to exercise such rights.


 


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


 






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(d)    The Senior Noteholder,
shall have the right to Transfer all or any portion of either Note without the prior consent of any Noteholder to any party; provided,
however, that without the non-transferring Noteholder’s prior consent, the Senior Noteholder shall not Transfer all
or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower
Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. None
of the provisions of this Section 19(d) shall apply in the case of (i) a sale of the Senior Note in accordance with the terms and
conditions of the Securitization Servicing Agreement or (ii) any issuance of certificates in connection with any Securitization
or any sale of such certificates.


 


(e)    Notwithstanding
any other provision hereof, any Noteholder may pledge (a “Pledge”) its Note to any entity (other than the Mortgage
Loan Borrower or any Affiliate thereof) which has extended a credit or repurchase facility to such Noteholder and that is either
a Qualified Institutional Lender or a financial institution whose long-term unsecured debt is rated at least “A” (or
the equivalent) or better by each Rating Agency (a “Note Pledgee”), on terms and conditions set forth in this
Section 19(e), it being further agreed that a financing provided by a Note Pledgee to a Noteholder or any person which Controls
such Noteholder that is secured by such Noteholder’s interest in the applicable Note and is structured as a repurchase arrangement,
shall qualify as a “Pledge” hereunder, provided that a Note Pledgee which is not a Qualified Institutional Lender
may not take title to the pledged Note without (a) prior to Securitization, the consent of each other Noteholder and, (b) after
Securitization, Rating Agency Confirmation. Upon written notice by the applicable Noteholder to the other Noteholders and any Servicer
that a Pledge has been effected (including the name and address of the applicable Note Pledgee), each of the other holders agrees
to acknowledge receipt of such notice and thereafter agrees: (i) to give Note Pledgee written notice of any default by the pledging
Noteholder in respect of its obligations under this Agreement of which default such Noteholder has actual knowledge; (ii) to allow
such Note Pledgee a period of ten (10) days to cure a default by the pledging Noteholder in respect of its obligations to the other
Noteholder hereunder, but such Note Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification,
waiver or termination of this Agreement shall be effective against such Note Pledgee without the written consent of such Note Pledgee,
which consent shall not be unreasonably withheld, conditioned or delayed; (iv) that such other Noteholder shall give to such Note
Pledgee copies of any notice of default under this Agreement simultaneously with the giving of same to the pledging Noteholder
and accept any cure thereof by such Note Pledgee which such pledging Noteholder has the right (but not the obligation) to effect
hereunder, as if such cure were made by such pledging Noteholder; (v) that such other Noteholder shall deliver to Note Pledgee
such estoppel certificate(s) as Note Pledgee shall reasonably request, provided that any such certificate(s) shall be in
a form reasonably satisfactory to such other Noteholder; and (vi) that, upon written notice (a “Redirection Notice”)
to the other Noteholders and any Servicer by such Note Pledgee that the pledging Noteholder is in default, beyond any applicable
cure periods, under the pledging Noteholder’s obligations to such Note Pledgee pursuant to the applicable credit agreement
between the pledging Noteholder and such Note Pledgee (which notice need not be joined in or confirmed by the pledging Noteholder),
and until such Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee shall be entitled to receive any
payments that any Noteholder or Servicer would otherwise be obligated to pay to the pledging Noteholder from time to time pursuant
to this Agreement or any Servicing Agreement. Any pledging Noteholder hereby unconditionally and absolutely releases the other
Noteholders and any Servicer from any


 






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liability
to the pledging Noteholder on account of any Noteholder’s or Servicer’s compliance with any Redirection Notice believed
by any Servicer or any such other Noteholder to have been delivered by a Note Pledgee. Note Pledgee shall be permitted to exercise
fully its rights and remedies against the pledging Noteholder to such Note Pledgee (and accept an assignment in lieu of foreclosure
as to such collateral), in accordance with applicable law and this Agreement. In such event, the Noteholders and any Servicer
shall recognize such Note Pledgee (and any transferee other than the Mortgage Loan Borrower or any Affiliate thereof which is
also a Qualified Institutional Lender at any foreclosure or similar sale held by such Note Pledgee or any transfer in lieu of
foreclosure), and its successor and assigns, as the successor to the pledging Noteholder’s rights, remedies and obligations
under this Agreement, and any such Note Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the
pledging Noteholder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Note Pledgee)
and agrees to be bound by the terms and provisions of this Agreement. The rights of a Note Pledgee under this Section 19(e) shall
remain effective as to any Noteholder (and any Servicer) unless and until such Note Pledgee shall have notified any such Noteholder
(and any Servicer, as applicable) in writing that its interest in the pledged Note has terminated.


 


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


 


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


 


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


 


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


 


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


 


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


 






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Section
20.     Registration of Transfer. In connection with any Transfer of a Note (but excluding any Note Pledgee unless and until
it realizes on its Pledge), a transferee shall execute an assignment and assumption agreement whereby such transferee assumes
all of the obligations of the applicable Noteholder hereunder with respect to such Note thereafter accruing and agrees to be bound
by the terms of this Agreement, including the restriction on Transfers set forth in Section 19, from and after the date of such
assignment. Notwithstanding the preceding sentence, a Trustee shall not be required to execute an assignment and assumption agreement
in connection with any Transfer of a Note if the obligations are assumed pursuant to the Securitization Servicing Agreement. No
transfer of a Note may be made unless it is registered on the Note Register, and the Agent shall not recognize any attempted or
purported transfer of any Note in violation of the provisions of Section 19 and this Section 20. Any such purported transfer shall
be absolutely null and void and shall vest no rights in the purported transferee. Each Noteholder desiring to effect such transfer
shall, and does hereby agree to, indemnify the Agent and any other Noteholder against any liability that may result if the transfer
is not made in accordance with the provisions of this Agreement. Upon a Securitization of the Senior Note, the Certificate Administrator
(or if there is no Certificate Administrator, the Trustee) shall automatically become and be the Agent.


 


Section
21.     Registration of the Senior Note and the Junior Note. The Agent shall keep or cause to be kept at the Agent Office
books (the “Note Register”) for the registration and transfer of the Notes. The Agent shall serve as the initial
Note registrar and the Agent hereby accepts such appointment. The names and addresses of the holders of the Notes and the names
and addresses of any transferee of any Note of which the Agent has received notice, in the form of a copy of the assignment and
assumption agreement referred to in Section 20, shall be registered in the Note Register. The Person in whose name a Note is so
registered shall be deemed and treated as the sole owner and holder thereof for all purposes of this Agreement, except in the
case of the Initial Senior Noteholder and the Initial Junior Noteholder who may hold their Notes through a nominee. Upon request
of a Noteholder, the Agent shall provide such party with the names and addresses of the Noteholders. To the extent another party
is appointed as Agent hereunder, the Senior Noteholder and the Junior Noteholder hereby designates such person as its agent under
this Section 21 solely for purposes of maintaining the Note Register.


 


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


 


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


 






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Section
24.     Cooperation in Securitization.


 


(a)     Each
Noteholder acknowledges that any Noteholder 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, (x) at the request of the Senior Noteholder, the Junior
Noteholder shall use reasonable efforts, at the Senior Noteholder’s expense, to satisfy, and to cooperate with the Senior
Noteholder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the Senior Noteholder customarily
adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Securitization,
including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents
and to cooperate with the Senior Noteholder in attempting to cause the Mortgage Loan Borrower to execute such modifications to
the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization;
provided, however, that either in connection with the initial Securitization or otherwise at any time prior to such
initial Securitization the Junior Noteholder shall not 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, the Junior Noteholder or (ii) materially
increase the Junior Noteholder’s obligations or materially decrease the Junior Noteholder’s rights, remedies or protections.
In connection with the Securitization, the Junior Noteholder agrees to provide for inclusion in any disclosure document relating
to the related Securitization such information concerning the Junior Noteholder and the other Notes as the Senior Noteholder reasonably
determines to be necessary or appropriate; and (y) the Junior Noteholder covenants and agrees that it shall cooperate with the
reasonable requests of each Rating Agency and Senior Noteholder in connection with the Securitization, as well as in connection
with all other matters and the preparation of any offering documents thereof and to review and respond reasonably promptly with
respect to any information relating to it and the other Notes in any Securitization document. The Junior Noteholder acknowledges
that the information provided by it to the Senior Noteholder may be incorporated into the offering documents for a Securitization.
The Senior Noteholder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, the Junior
Noteholder.


 


(b)     The
Senior Noteholder may, at its election, deliver to the Junior Noteholder drafts of the preliminary and final Securitization offering
memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the Securitization Servicing
Agreement at such time as the Junior Noteholder deems necessary or appropriate. The Junior Noteholder may, at its election, review
and comment thereon insofar as it relates to the Junior Note and/or the Junior Noteholder, and, if the Junior Noteholder elects
to review and comment, the Junior Noteholder shall review and comment thereon as soon as possible but in no event later than two
(2) Business Days of its receipt thereof or (3) three Business Days after receipt, in the case of the first draft thereof delivered
to the Junior Noteholder and if the Junior Noteholder fails to respond within such time, the Junior Noteholder shall be deemed
to have elected to not comment thereon, provided that if Junior Noteholder elects to review and comment, any such review
and comments with respect to the final draft distributed in connection with the preparation of the preliminary and final offering
memoranda for printing shall be made no later than 9:00 am, New York City time, on the Business Day following its receipt thereof
and if the


 






    	41



    	 



    

 


Junior Noteholder fails to respond by such time, the Junior Noteholder shall be deemed to have elected to not comment
thereon. In the event of any disagreement between the Junior Noteholder with respect to the preliminary and final offering memoranda,
prospectus supplement, free writing prospectus or any other disclosure documents the Senior Noteholder’s determination shall
control. Junior Noteholder has no obligation and shall have no liability with respect to any such offering documents other than
the accuracy of any comments it elects to make regarding itself.


 


(c)     Notwithstanding
anything herein to the contrary, the Senior Noteholder acknowledges and agrees that (i) the Junior Noteholder shall not be required
to incur any out-of-pocket expenses in connection with a Securitization of the Senior Note and (ii) the Junior Noteholder shall
not be required to disclose any of the beneficial owners of the managed account on behalf of which it is holding the Junior Note.


 


Section
25.     Governing Law; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED
TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS
AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.


 


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


 


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


 


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


 


(c)     AGREES
THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED
MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL),


 






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POSTAGE PREPAID, TO ITS ADDRESS SET FORTH HEREIN OR AT SUCH OTHER ADDRESS OF
WHICH A PARTY HEREIN SHALL HAVE BEEN NOTIFIED; AND


 


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


 


Section
27.     Modifications. This Agreement shall not be modified, cancelled or terminated except by an instrument in writing
signed by the parties hereto (other than as set forth in Section 5(b)). The Agent shall provide two Business Days prior written
notice to each Rating Agency of any material modification to this Agreement.


 


Section
28.     Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective successors and permitted assigns. Except as provided herein, none of the provisions of
this Agreement shall be for the benefit of or enforceable by any Person not a party hereto. Subject to Section 19, each Noteholder
may assign or delegate its rights or obligations under this Agreement. Upon any such assignment, the assignee shall be entitled
to all rights and benefits of the Senior Noteholder or the Junior Noteholder, as applicable, hereunder, including, without limitation,
the right to make further assignments and grant additional Notes.


 


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


 


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


 


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


 


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


 


Section
33.     Withholding Taxes.


 


(a)     If
the Senior Noteholder or the Mortgage Loan Borrower shall be required by law to deduct and withhold Taxes from interest, fees
or other amounts payable to the Junior Noteholder with respect to the Mortgage Loan as a result of the Junior Noteholder constituting
a


 






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


 


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


 


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


 






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have furnished to the Senior Noteholder the requested
forms, certificates, statements or documents.


 


Section
34.     Custody of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than the Junior Note)
shall be held by the Senior Noteholder (or a custodian acting on behalf of the Senior Noteholder) on behalf of the registered
holders of the Notes.


 


Section
35.     Servicing of the Loan. Pursuant to the Servicing Agreement, the Master Servicer (whose identity may change from
time to time as provided in the Servicing Agreement) will be appointed as the servicer of the Mortgage Loan and the Special Servicer
will be appointed as the special servicer of the Mortgage Loan, and the parties agree that the Master Servicer and Special Servicer
will service the Mortgage Loan on behalf of the Senior Noteholder and the Junior Noteholder pursuant to the Servicing Agreement
and subject to the terms hereof.


 


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


 


All
notices and reports (including, without limitation, Asset Status Reports) required to be delivered hereunder by the Senior Noteholder
(or the Servicer on its behalf) to the Controlling Noteholder (or its Operating Advisor), or by the Controlling Noteholder (or
its Operating Advisor) to the Senior Noteholder (or the Servicer on its behalf), shall also be delivered by the applicable party
to the Junior Noteholder.


 


Section
37.     Broker. The Junior Noteholder and the Senior Noteholder represent to each other that no broker was responsible for
bringing about this transaction.


 


Section
38.     Certain Matters Affecting the Agent.


 


(a)     The
Agent may request and/or rely upon and shall be protected in acting or refraining from acting upon any officer’s certificate
or assignment and assumption agreement delivered to the Agent pursuant to Section 20;


 


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


 


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


 






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


 


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


 


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


 


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


 


The
Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed
to be bound by this Agreement and perform the duties of the Agent hereunder. UBS Real Estate Securities Inc., as Initial Agent,
may transfer its rights and obligations to the Servicer, as successor Agent, at any time without the consent of any Noteholder.
UBS Real Estate Securities Inc., as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor
Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer
to act as successor Agent. The termination or resignation of such Servicer, as Servicer under the Servicing Agreement, shall be
deemed a termination or resignation of such Servicer as Agent under this Agreement. Notwithstanding anything to the contrary in
this Agreement, upon a Securitization of the Senior Note, the Certificate Administrator shall automatically become and be the
Agent.


 


Section 40.     Resizing.
In connection with the Mortgage Loan, the Junior Noteholder agrees that if, in connection with the Securitization, it is advantageous
to resize or otherwise change the size of the Senior Note, the Junior Noteholder shall reasonably cooperate with the Senior Noteholder
to resize the Senior Note in connection therewith and shall reasonably cooperate with the Senior Noteholder to amend this Agreement
to split the Senior Note into a Note A and Note B and recharacterize the Junior Note as Note C with the same rights and remedies
as set forth herein. In connection with the resizing of the Notes, the Senior Noteholder may allocate its rights hereunder among
the new notes obtained by such Noteholder in any manner in its sole discretion. 


 


[SIGNATURE
PAGE FOLLOWS]


 






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


 





	 	UBS REAL ESTATE SECURITIES INC., as 

    Initial Senior Noteholder and Initial Agent
	 	 
	 	By: 	/s/ David Schell
	 	 	Name: David Schell
Title: Executive Director



 


	 	By: 	/s/ Nicholas Galeone
	 	 	Name: Nicholas Galeone
Title: Executive Director








 


	 	UBS
REAL ESTATE SECURITIES INC., as 

Initial Junior Noteholder
	 	 
	 	By: 	/s/ David Schell
	 	 	Name: David Schell
Title: Executive Director




 


	 	By: 	/s/ Nicholas Galeone
	 	 	Name: Nicholas Galeone
Title: Executive Director



 


Agreement
Between Noteholders – 200 Helen Street


 






    	 



    	 



    




 


EXHIBIT
A

 

MORTGAGE LOAN SCHEDULE


 


A.          Description
of Mortgage Loan:


 


	Mortgage Loan:	Loan
    Agreement, dated as of July 24, 2015 between UBS Real Estate Securities, Inc., as Lender and the Mortgage Loan Borrower
	Mortgage
    Loan Borrower:	NAKASH
    200 HELEN STREET LLC
	Date
    of the Mortgage Loan and the Mortgage: 	July
    24, 2015
	Initial
    Principal Amount of Mortgage Loan:	$51,500,000.00
	Location
    of Mortgaged Property:	South
    Plainfield, New Jersey
	Initial
    Maturity Date:	August
    6, 2025


 


B.          Description
of Note Interests:


 


	Initial Senior Note
    Principal Balance:	$41,640,000.00
	Initial
    Junior Note Principal Balance:	$10,000,000.00
	Initial
    Senior Note Percentage Interest: 	80.5825%
	Initial
    Junior Note Percentage Interest:	19.4175%
	Initial
    Senior Note Rate:	4.2845%
	Initial
    Junior Note Rate:	4.6965%



 






    	A-1



    	 



    

 


EXHIBIT
B


 


Initial
Senior Noteholder:


 


UBS
Real Estate Securities Inc.

1285 Avenue of the Americas

New York, New York 10019

Attention: David Schell


Email:
david.schell@ubs.com



with a copy to:



Chad Eisenberger, Esq.

UBS Securities LLC

299 Park Avenue


New
York, New York 10171

Email: chad.eisenberger@ubs.com


 






    	B-1



    	 



    

 


Initial
Junior Noteholder:


 


UBS
Real Estate Securities Inc.

1285 Avenue of the Americas

New York, New York 10019

Attention: David Schell


Email:
david.schell@ubs.com



with a copy to:



Chad Eisenberger, Esq.

UBS Securities LLC

299 Park Avenue


New
York, New York 10171

Email: chad.eisenberger@ubs.com


 






    	B-2



    	 



    

  


EXHIBIT
C



PERMITTED FUND MANAGERS


 


1. Apollo
Global Real Estate 


2. Archon
Capital, L.P. 


3. AREA
Property Partners 


4. BlackRock,
Inc. 


5. The
Blackstone Group International Ltd. 


6. Capital
Trust, Inc. 


7. Clarion
Partners 


8. Colony
Capital, Inc. 


9. DLJ
Real Estate Capital Partners 


10.
Eightfold Real Estate Capital, L.P. 


11.
Fortress Investment Group LLC 


12.
Garrison Investment Group 


13.
Goldman, Sachs & Co. 


14.
iStar Financial Inc. 


15.
J.E. Roberts Companies 


16.
Lend-Lease Real Estate Investments 


17.
LoanCore Capital 


18.
Lonestar Funds 


19.
Praedium Group 


20.
Raith Capital Partners, LLC 


21.
Rialto Capital Management, LLC 


22.
Rockpoint Group 


23.
Starwood Capital/Starwood Financial Trust 


24.
Torchlight Investors 


25.
Walton Street Capital, LLC 


26.
Westbrook Partners 


27.
WestRiver Capital 


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


29.
Square Mile Capital Management LLC 


30.
USAA Real Estate Company 


31.
Prima Capital Advisors LLC


 






    	C-1