Exhibit 4.8


 


 


Execution Version


  


AGREEMENT
BETWEEN NOTEHOLDERS
  


Dated
as of March 3, 2015



by and among




 


COLUMN
FINANCIAL, INC.



(Initial Note A-1 Holder)


 


and


 


COLUMN
FINANCIAL, INC.



(Initial Note A-2 Holder)


 


and


 


COLUMN
FINANCIAL, INC.



(Initial Note A-3 Holder)


 


and


 


COLUMN
FINANCIAL, INC.



(Initial Note B Holder)


 


Soho
– Tribeca Grand Portfolio


 



    	 



    	 



    


 


THIS
AGREEMENT BETWEEN NOTEHOLDERS (“Agreement”), dated as of March 3, 2015 by and among COLUMN FINANCIAL, INC.
(together with its successors in interest, “CFI”), in its capacity as initial owner of Note A-1, (together
with its successors and assigns in interest, in its capacity as initial owner of Note A-1, the “Initial Note A-1 Holder”,
and in its capacity as the initial agent, the “Initial Agent”), COLUMN FINANCIAL, INC. (together with its successors
and assigns in interest, in its capacity as initial owner of Note A-2, the “Initial Note A-2 Holder”), COLUMN
FINANCIAL, INC. (together with its successors and assigns in interest, in its capacity as initial owner of Note A-3, the “Initial
Note A-3 Holder”), and COLUMN FINANCIAL, INC. (together with its successors and assigns in interest, in its capacity
as initial owner of Note B, the “Initial Note B Holder”).


 


W I T N E S S E T H:


 


WHEREAS,
pursuant to the Mortgage Loan Agreement (as defined herein), COLUMN FINANCIAL, INC. (in such capacity, the “Original
Lender”) originated a certain loan (the “Mortgage Loan”) described on the schedule attached hereto
as Exhibit A (the “Mortgage Loan Schedule”) to the mortgage loan borrower described on the Mortgage Loan Schedule
(the “Mortgage Loan Borrower”), which, as of the date hereof, is evidenced, inter alia, by that certain Consolidated,
Amended and Restated Promissory Note, dated November 4, 2014, in the original principal amount of $250,000,000 made by Mortgage
Loan Borrower to the Original Lender (as the same may be amended, modified or supplemented from time to time, the “Original
Note”) secured by a first priority Consolidated, Amended and Restated Mortgage, Assignment
of Leases and Rents and Security Agreement, dated November 4, 2014 (as the same may be amended, modified or supplemented from
time to time, the “Mortgage”), between the Original Lender and the Mortgage Loan Borrower, encumbering that
certain real property located as described in the Mortgage Loan Agreement (the “Mortgaged Property”);


 


WHEREAS,
pursuant to that certain Note Splitter and Loan Modification Agreement, dated as of February 27, 2015, the Original Note has been
partitioned into the following: (i) Promissory Note A-1, dated February 27, 2015, in the original principal amount of $110,000,000
made by the Mortgage Loan Borrower to the Initial Note A-1 Holder (as the same may be amended, modified, supplemented or replaced
from time to time, “Note A-1”), (ii) Promissory Note A-2, dated February 27, 2015, in the original principal
amount of $65,000,000 made by the Mortgage Loan Borrower to the Initial Note A-2 Holder (as the same may be amended, modified,
supplemented or replaced from time to time, “Note A-2”), (iii) Promissory Note A-3, dated February 27, 2015,
in the original principal amount of $50,000,000 made by the Mortgage Loan Borrower to the Initial Note A-3 Holder (as the same
may be amended, modified, supplemented or replaced from time to time, “Note A-3”), and (iv) Promissory Note
B, dated February 27, 2015, in the original principal amount of $25,000,000 made by the Mortgage Loan Borrower to the Initial
Note B Holder (as the same may be amended, modified, supplemented or replaced, “Note B”); and


 


WHEREAS,
the Initial Note A-1 Holder, the Initial Note A-2 Holder, the Initial A-3 Holder and the Initial Note B Holder desire to enter
into this Agreement to memorialize the terms under which the Initial Note A-1 Holder, the Initial Note A-2 Holder, the Initial
A-3


 





    	 



    	 



    


 


Holder and the Initial Note B Holder are holding Note A-1, Note A-2, Note A-3 and Note B, 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 or the fiscal agent pursuant to the Servicing Agreement, and (b) all interest accrued on Advances made by (x)
any Servicer, Trustee or the fiscal agent in accordance with the terms of the Servicing Agreement or (y) any Non-Lead Servicer,
Non-Lead Trustee or the fiscal agent in accordance with the terms of the related Non-Lead Servicing Agreement; provided
that the aggregate special servicing administration fee (which fee is payable solely during the period that the Mortgage Loan
is a Specially Serviced Mortgage Loan) shall not exceed an amount equal to 0.25% per annum of the outstanding principal balance
of the Mortgage Loan as may be subject to certain minimum monthly fees in excess of such amount up to an amount equal to $3,500
(but only to the extent so provided in the Servicing Agreement), 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 or Non-Lead Servicing
Agreement, as applicable.


 


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


 


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


 


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


 






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“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 Servicer.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“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.


 


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


 


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


 


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


 


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


 


“Control”
shall mean the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership
interests of an entity 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 “Controls” have meanings correlative thereto.


 


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


 


(a)          (1)
the initial Note B 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, Note B after the date of creation of Note B, (y) any Appraisal Reduction
Amount for the Mortgage Loan that is allocated to Note B and (z) any losses realized with respect to any Mortgaged Property or
the Mortgage Loan that are allocated to Note B plus (3) any Threshold Event Collateral posted by Note B Holder, is less than


 


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


 


“Controlling
Class Representative” shall mean the “Controlling Class Representative” as defined in the Servicing Agreement
or such other analogous term used in the Servicing Agreement.


 


“Controlling
Noteholder” shall mean as of any date of determination (i) the Note B Holder, unless a Control Appraisal Period has
occurred and is continuing or (ii) if a Control Appraisal Period has occurred and is continuing, the Note A-1 Holder; provided
that at any time Note A-1 is the Controlling Noteholder and is included in the Lead Securitization, references to the “Controlling
Noteholder” herein shall mean the holders of the majority of the class of securities issued in the Lead Securitization designated
as the “controlling class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling
Noteholder”


 






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hereunder, as and to the extent provided in the Servicing Agreement; provided that, if the Holder of Note B
would be the Controlling Noteholder pursuant to the terms hereof, but any interest in such Note B is held by the Mortgage Loan
Borrower or a Mortgage Loan Borrower Related Party, or the Mortgage Loan Borrower or Mortgage Loan Borrower Related Party would
otherwise be entitled to exercise the rights of the Controlling Noteholder, a Control Appraisal Period shall be deemed to have
occurred. If a Control Appraisal Period has occurred and any interest in Note A-1 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 Note A-1 as Controlling Noteholder, the rights of the Controlling Noteholder shall be exercised by the
Note A-2 Holder, unless any interest in Note A-1 and Note A-2 is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower
Related Party, the rights of the Controlling Noteholder shall be exercised by the Note A-3 Holder, unless any interest in Note
A-1, Note A-2 and Note A-3 is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, at which time 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 Holder of Note
B.


 


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


 


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


 


“Defaulted
Mortgage Loan Purchase Price” shall mean the sum, without duplication, of (a) the Principal Balance of Note A-1,
Note A-2 and Note A-3, (b) accrued and unpaid interest thereon at the Note A-1 Rate, the Note A-2 Rate and the Note A-3 Rate,
respectively, from the date as to which interest was last paid in full by Mortgage Loan Borrower up to and including the end of
the interest accrual period relating to the Monthly Payment Date next following the date the purchase occurred, (c) any other
amounts due under the Mortgage Loan, other than Prepayment Premiums, default interest, late fees, exit fees and any other similar
fees, provided that if the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party is the purchaser, the Defaulted
Mortgage Loan Purchase Price shall include Prepayment Premiums, default interest, late fees, exit fees and any other similar fees,
(d) without duplication of amounts under clause (c), any unreimbursed property protection or servicing Advances and any expenses
incurred in enforcing the Mortgage Loan Documents (including, without limitation, servicing Advances payable or reimbursable to
any Servicer, and earned and unreimbursed special servicing fees), (e) without duplication of amounts under clause (c), any
accrued and unpaid Advance Interest Amount, (f) if (i) the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party is
the purchaser or (ii) the Mortgage Loan is purchased after ninety (90) days after the first such option becomes exercisable pursuant
to Section 12 of this Agreement, any liquidation or workout fees payable under the Servicing Agreement with respect to
the Mortgage Loan and (g) any Recovered Costs not reimbursed previously to Note A-1, Note A-2 or Note A-3 pursuant to this Agreement.
Notwithstanding the foregoing, if the Note B Holder is purchasing from the Mortgage Loan Borrower or a Mortgage Loan Borrower
Related Party, the Defaulted Mortgage Loan Purchase Price shall not include the amounts described under clauses (d) through (f)
of this definition. If the Mortgage Loan is converted into a REO Property, for purposes of determining the Defaulted Mortgage
Loan Purchase Price, interest will be deemed to continue to accrue on Note A-1, Note A-2 and Note A-3 at the Note


 






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A-1 Rate, the
Note A-2 Rate or the Note A-3 Rate, as applicable, as if the Mortgage Loan were not so converted. In no event shall the Defaulted
Mortgage Loan Purchase Price include amounts due or payable to the Note B Holder under this Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Initial
Noteholders” shall mean, collectively, the Initial Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note A-3
Holder and the Initial Note B Holder.


 


“Insolvency
Proceeding” shall mean any proceeding under Title 11 of the United States Code (11 U.S.C. Sec. 101 et seq.) or any other
insolvency, liquidation, reorganization or other similar proceeding concerning the Mortgage Loan Borrower, any action for the
dissolution of the Mortgage Loan Borrower, any proceeding (judicial or otherwise) concerning the application of the assets of
the Mortgage Loan Borrower for the benefit of its creditors, the


 






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appointment of or any proceeding seeking the appointment of a
trustee, receiver or other similar custodian for all or any substantial part of the assets of the Mortgage Loan Borrower or any
other action concerning the adjustment of the debts of the Mortgage Loan Borrower, the cessation of business by the Mortgage Loan
Borrower, except following a sale, transfer or other disposition of all or substantially all of the assets of the Mortgage Loan
Borrower in a transaction permitted under the Mortgage Loan Documents; provided, however, that following any such
permitted transaction affecting the title to the Mortgaged Property, the Mortgage Loan Borrower for purposes of this Agreement
shall be defined to mean the successor owner of the Mortgaged Property from time to time as may be permitted pursuant to the Mortgage
Loan Documents; provided, further, however, that for the purposes of this definition, in the event that more
than one entity comprises the Mortgage Loan Borrower, the term “Mortgage Loan Borrower” shall collectively refer to
any such entity or entities.


 


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


 


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


 


“KBRA”
shall mean Kroll Bond Rating Agency, Inc. and 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.


 


“Lead
Securitization” shall mean the Securitization of Note A-1 pursuant to the Servicing Agreement in connection with the
issuance of the CSAIL 2015-C1 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C1.


 


“Lead
Securitization Note” shall mean Note A-1.


 


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


 


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


 


“Major
Decisions” shall mean:


 


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


 


(b)          any
modification, consent to a modification or waiver of any monetary term (other than Penalty Charges) or material non-monetary term
(including, without


 






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limitation, the timing of payments and acceptance of discounted pay-offs but excluding waiver of Penalty Charges)
of the Mortgage Loan or any extension of the Maturity Date of the Mortgage Loan;


 


(c)          any
sale of a Defaulted Mortgage Loan or REO Property (other than in connection with the termination of the Lead Securitization Trust)
for less than the Purchase Price (excluding the amount described in clause (f) of the definition of “Purchase Price”
as defined in the Servicing Agreement);


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Model
PSA” shall mean the draft of the Pooling and Servicing
Agreement dated as of February 27, 2015, among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Keybank National
Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wells Fargo Bank, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor.


 


“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.


 






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“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 November 4, 2014, between the Mortgage Loan Borrower
and Column Financial, Inc., as the same may be amended, restated, renewed, extended, modified or supplemented from time to time,
subject to the terms hereof.


 


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


 


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


 


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


 


“Mortgage
Loan Rate” shall mean, as of any date of determination, the weighted average of the Note A-1 Rate, the Note A-2 Rate,
the Note A-3 Rate and the Note B Rate.


 


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


 


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


 


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


 


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


 


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


 






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


 


“Non-Controlling
Note” shall mean each of Note A-1 (solely during such time as the Note B Holder is the Controlling Noteholder) Note
A-2 and Note A-3, or any New Note(s) issued in respect thereof.


 


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


 


Prior
to Securitization of a Non-Lead Securitization Note (including any New Notes), all notices, reports, information or other deliverables
required to be delivered to the Non-Lead Securitization Note Holders or the Non-Controlling Noteholders pursuant to this Agreement
or the Servicing Agreement by the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its
behalf) only need to be delivered to the Initial Note A-2 Holder and Initial Note A-3 Holder, and, when so delivered to the Initial
Note A-2 Holder and Initial Note A-3 Holder, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer
acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under
the Servicing Agreement. Following Securitization of a Non-Lead Securitization Note, all notices, reports, information or other


 






    	11



    	 



    

 


deliverables required to be delivered to the related Non-Lead Securitization Note Holder or the related Non-Controlling Noteholder
pursuant to this Agreement or the Servicing Agreement by the Lead Securitization Note Holder (or the Master Servicer or the Special
Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer and the Non-Lead Special Servicer (who
then may forward such items to the party entitled to receive such items as and to the extent provided in the related Non-Lead
Servicing Agreement) and, when so delivered to such Non-Lead Master Servicer and Non-Lead Special Servicer, the Lead Securitization
Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery
obligations with respect to such items hereunder or under the Servicing Agreement.


 


“Non-Exempt
Person” shall mean any Person other than a Person who is either (i) a U.S. Person or (ii) has on file with the Agent
for the relevant year such duly-executed form(s) or statement(s) which may, from time to time, be prescribed by law and which,
pursuant to applicable provisions of (A) any income tax treaty between the United States and the country of residence of such
Person, (B) the Code or (C) any applicable rules or regulations in effect under clauses (A) or (B) above, permit the Note A-1
Holder, the Note A-2 Holder and the Note A-3 Holder to make such payments free of any obligation or liability for withholding.


 


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


 


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


 


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


 


“Non-Lead
Securitization Note” shall mean each of Note A-2 and Note A-3, as applicable.


 


“Non-Lead
Securitization Note Holder” shall mean each of the Note A-2 Holder and the Note A-3 Holder, as applicable.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“Nonrecoverable
Servicing Advance” shall have the meaning assigned to the term, “Nonrecoverable Property Advance” or such
other analogous term used in the Servicing Agreement.


 


“Noteholder”
shall mean any of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note B Holder, as applicable.


 


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


 


“Note”
shall mean any of Note A-1, Note A-2, Note A-3 and Note B, as applicable.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	13



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Note
A Percentage Interest” shall mean a shall mean a fraction, expressed as a percentage, the numerator of which is the
sum of the Note A-1 Principal Balance, the Note A-2


 






    	14



    	 



    

 


Principal Balance, and the Note A-3 Principal Balance, and the denominator
of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance and the
Note B Principal Balance.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Note
Default Interest Spread” shall mean a rate per annum equal to four percent (4%); provided, however, that
if the weighted average of the Note A-1 Default Rate, the Note A-2 Default Rate, the Note A-3 Default Rate and the Note B 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 Note A-1 Default Rate, the Note A-2 Default Rate, the Note A-3 Default Rate and the Note B Default
Rate equals the maximum rate permitted by applicable law minus (ii) the Mortgage Loan Rate.


 


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


 


“Note
Rate” shall mean any of the Note A-1 Rate, the Note A-2 Rate, the Note A-3 Rate and the Note B Rate, as applicable.


 


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


 


“Operating
Advisor” shall have the meaning assigned to such term in Section 6(a).


 


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


 






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Note or (b) a party to the Non-Lead Servicing Agreement in respect of a delinquent
monthly debt service payment on the related Non-Lead Securitization Note.


 


“Percentage
Interest” shall mean, with respect to the Note A-1 Holder, the Note A-1 Percentage Interest, with respect to the Note
A-2 Holder, the Note A-2 Percentage Interest, with respect to the Note A-3 Holder, the Note A-3 Percentage Interest and with respect
to the Note B Holder, the Note B Percentage Interest, as each may be adjusted from time to time.


 


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


 


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


 


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


 


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


 


“Principal
Balance” shall mean any of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance
and the Note B Principal Balance, as applicable.


 


“Pro
Rata and Pari Passu Basis” shall mean with respect to Note A-1, Note A-2 and Note A-3 and the related Noteholders, the
allocation of any particular payment, collection, cost, expense, liability or other amount between such Notes or such Noteholders,
as the case may be, without any priority of any such Note or any such Noteholder over another such Note or Noteholder, as the
case may be, and in any event such that each Note or Noteholder, as the case may be, is allocated its respective Percentage Interest
of such particular payment, collection, cost, expense, liability or other amount.


 


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


 


(a)          an
entity Controlled by, under common Control with or Controlling any of the Initial Note A-1 Holder, the Initial Note A-2 Holder,
the Initial Note A-3 Holder, the Initial Note B Holder, Square Mile Capital Management LLC and SM Core Credit Finance LLC or their
respective Affiliates, or


 


(b)          one
or more of the following:


 






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(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


 


(iii)        a
Qualified Trustee (or in the case of a CDO, a single purpose bankruptcy remote entity which contemporaneously assigns or pledges
its Note, or a participation interest therein (or any portion thereof) to a Qualified Trustee) in connection with (a) a securitization
of, (b) the creation of collateralized debt obligations (“CDO”) secured by, or (c) a financing through an “owner
trust” of, any or all of a Note (any of the foregoing, a “Securitization Vehicle”), provided that (1)
one or more classes of securities issued by such Securitization Vehicle is initially rated at least investment grade by each of
the Rating Agencies which assigned a rating to one or more classes of securities issued in connection with 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 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 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 $200,000,000, in which (A) the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or the Note B Holder, as
applicable, (B) a person that is otherwise a Qualified Institutional Lender under clause (i), (ii) or (v) (with respect to an
institution substantially similar to the entities referred to in clause (i) or (ii) above), or (C) a Permitted Fund Manager, acts
as a general partner, managing member, or the fund manager responsible for the day-to-day management and operation of such investment
vehicle and provided that at least 50% of the equity interests in such investment vehicle are owned, directly or indirectly, by
one or more entities that are otherwise Qualified Institutional Lenders (without regard to


 






    	17



    	 



    

 


the capital surplus/equity and total
asset requirements set forth below in the definition), or


 


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


 


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


 


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


 


“Qualified
Trustee” means (i) a corporation, national bank, national banking association or a trust company, organized and doing
business under the laws of any state or the 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 Note A-1, Note A-2 or Note A-3; provided, however, that, at any time during which Note A-1, Note A-2 or Note
A-3 is an asset of one or more Securitizations, “Rating Agencies” or “Rating Agency” shall mean with respect
to Note A-1, Note A-2 or Note A-3, only those rating agencies that are engaged by the Depositor from time to time to rate the
securities issued in connection with the Securitization of such Note.


 


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


 


“Recovered
Costs” shall mean any amounts referred to in clauses (d) and/or (e) of the definition of “Defaulted Mortgage Loan
Purchase Price” that, at the time of determination, had been previously paid or reimbursed to any Servicer from sources
other than collections on or


 






    	18



    	 



    

 


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).


 


“Relative
Spread” shall mean the Note A-1 Relative Spread, the Note A-2 Relative Spread, the Note A-3 Relative Spread or the Note
B Relative Spread, as the context may require.


 


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


 


“REMIC
Provisions” shall mean provisions of the federal income tax law relating to real estate mortgage investment conduits,
which appear at Sections 860A through 860G of 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 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.


 






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“Securitization”
shall mean one or more sales by the Note A-1 Holder, the Note A-2 Holder or the Note A-3 Holder of all or a portion of its respective
Note to a depositor, who will in turn include such portion of such Note as part of a securitization of one or more mortgage loans.


 


“Securitization
Date” shall mean the effective date on which the Securitization of Note A-1 or any portion thereof is consummated.


 


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


 


“Sequential
Pay Event” shall mean any Event of Default with respect to an obligation to pay money due under the Mortgage Loan, any
other Event of Default for which the Mortgage Loan is actually accelerated or any other Event of Default which causes the Mortgage
Loan to become a Specially Serviced Mortgage Loan, or any bankruptcy or insolvency event that constitutes an Event of Default;
provided, however, that unless the Servicer under the Servicing Agreement has notice or knowledge of such event
at least ten (10) Business Days prior to the applicable distribution date, distributions will be made sequentially beginning on
the subsequent distribution date; provided, further, that the aforementioned requirement of notice or knowledge
will not apply in the case of distribution of the final proceeds of a liquidation or final disposition of the Mortgage Loan. A
Sequential Pay Event shall no longer exist if (1) it has been cured, or (2) any Note B Holder is exercising its cure rights under
Section 11.


 


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


 


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


 


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


 


“Servicing
Agreement” shall mean a pooling and servicing agreement, substantially in the form of the Model PSA (provided that such
agreement (to the extent that it differs from the Model PSA) shall not adversely affect the rights or obligations hereunder of
the Note B Holder (other than to an immaterial extent)), to be entered into in connection with the Lead Securitization, by and
among (a) the Trustee, (b) the Person who serves as master servicer from and after the Securitization Date, (c) the
Person which serves as special servicer from and after the Securitization Date, (d) the Person who serves as Operating Advisor
from and after the Securitization Date and (e) the Depositor, and any other additional Persons that may be party to such
pooling and servicing agreement; provided it is acknowledged that such agreement is subject, after consultation with the Note
B Holder, in all respects to changes (i) required by the Code relating to the tax elections of the related Securitization
Trust, (ii) required by law or changes in any law, rule or regulation and (iii) requested by the Rating Agencies or any purchaser
of subordinate certificates. In addition, the Servicing Agreement shall have such


 






    	20



    	 



    

 


additional provisions as are set forth in Schedule
I hereto. Until such time as the Servicing Agreement is entered into, the Note A-1 Holder shall cause the Mortgage Loan to
be serviced by CFI in accordance with this Agreement and the customary and usual servicing practices of originators of commercial
mortgage loans intended to be securitized, and in all events, subject to the Servicing Standard. The Servicing Fee Rate prior
to the time a Servicing Agreement is entered into shall be three basis points per annum, paid monthly based on the outstanding
principal balance of the Notes and calculated on the same basis as interest is accrued on the Mortgage Loan. Notwithstanding the
foregoing, in no event may the Servicing Agreement, without the consent of the Note B Holder (such consent not to be unreasonably
withheld, conditioned or delayed), (i) diminish or impair the Note B Holder’s rights hereunder in any material respect or
(ii) change the interest allocable to, or the amount of any payments due to, the Note B Holder or increase the Note B Holder’s
obligations in any material respect or decrease Note B Holder’s rights, remedies or protections hereunder in any material
respect.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Trust
Advisor” shall mean the operating advisor, trust advisor or any analogous entity under the Securitization Servicing
Agreement, if any.


 






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


 


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


 


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


 


“Whole
Loan Custodial Account” shall mean the custodial account or subaccount established for the Mortgage Loan pursuant to
the Servicing Agreement.


 


Section
2.          Servicing.


 


(a)          Each
Noteholder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced pursuant
to the 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 Lead Securitization Note (and each Non-Lead Master Servicer shall be required
to advance monthly payments of principal and interest on the related Non-Lead Securitization Note pursuant to the terms of the
related Non-Lead Servicing Agreement) 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 Servicing Agreement including
any provisions governing the determination of non-recoverability. The Note B Holder acknowledges that each of the Note A-1 Holder,
the Note A-2 Holder and the Note A-3 Holder may elect, in its sole discretion, to include Note A-1, Note A-2 and/or Note A-3 in
a Securitization and agrees that it will, subject to Section 24, reasonably cooperate with the Note A-1 Holder, the
Note A-2 Holder and the Note A-3 Holder, at the Note A-1 Holder’s, the Note A-2 Holder’s and the Note A-3 Holder’s,
as applicable, 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 Servicing Agreement by the Depositor and agrees to reasonably cooperate with the Master Servicer and the Special Servicer
with respect to the servicing of the Mortgage Loan in accordance with this Agreement and the Servicing Agreement. Each Noteholder
hereby irrevocably appoints the Master Servicer, the Special Servicer and the Trustee as such Noteholder’s attorney-in-fact
to sign any documents reasonably required with respect to the administration and servicing of the


 






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Mortgage Loan on its behalf
under the Servicing Agreement (subject at all times to the rights of the Noteholder set forth herein and in the Servicing Agreement).
In no event shall the Servicing Agreement require the Servicer to enforce the rights of any Noteholder against another Noteholder
or limit the Servicer in enforcing the rights of one Noteholder against the other Noteholder; however, this statement shall not
be construed to otherwise limit the rights of one Noteholder with respect to the other Noteholder. Each Servicer shall be required
pursuant to the Servicing Agreement to service the Mortgage Loan in accordance with the Servicing Standard, the terms of the Mortgage
Loan Documents, the Servicing Agreement and applicable law, shall provide information to each Non-Lead Servicer to enable such
Non-Lead Servicer to perform its servicing duties under the related Non-Lead Servicing Agreement and shall not take any action
or refrain from taking any action or follow any direction inconsistent with the foregoing.


 


At
any time that the Mortgage Loan is no longer subject to the provisions of the Servicing Agreement, the Noteholders agree to cause
the Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note A-1 Holder, the Note
A-2 Holder, the Note A-3 Holder and the Note B Holder, pursuant to a servicing agreement that has servicing terms substantially
similar to the Servicing Agreement and all references herein to the “Servicing Agreement” shall mean such subsequent
servicing agreement; provided, however, that if any Non-Lead Securitization Note is in a Securitization, then a
Rating Agency Confirmation shall have been obtained from each Rating Agency with respect to such Securitization; provided,
further, however, that until a replacement servicing agreement has been entered into, the Lead Securitization Note
Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement as if such agreement
was still in full force and effect with respect to the Mortgage Loan, by the Servicer in the Lead Securitization or by any Person
appointed by the Lead Securitization Note Holder that is a qualified servicer meeting the requirements of the Servicing Agreement.


 


(b)          The
Master Servicer shall be the master servicer on the Mortgage Loan, and from time to time it (or the Trustee, to the extent provided
in the Servicing Agreement) (i) shall be required to make Servicing Advances with respect to the Mortgage Loan, subject to the
terms of the Servicing Agreement and this Agreement, and (ii) may be required to make P&I Advances on the Lead Securitization
Note, if and to the extent provided in the Servicing Agreement and this Agreement. The Master Servicer, the Special Servicer and
the Trustee, as applicable, shall be entitled to reimbursement for a Servicing Advance, first from funds on deposit in the Whole
Loan Custodial Account for the Mortgage Loan that (in any case) represent amounts received on or in respect of the Mortgage Loan,
and then, in the case of Nonrecoverable Servicing Advances, if such funds on deposit in the Whole Loan Custodial Account are insufficient,
from general collections of the Lead Securitization as provided in the Servicing Agreement and from general collections of each
Non-Lead Securitization as provided below. The Master Servicer, the Special Servicer and the Trustee, as applicable, will be entitled
to reimbursement for Advance Interest Amounts on a Servicing Advance or a Nonrecoverable Servicing Advance, in the manner and
from the sources provided in the Servicing Agreement, including from general collections of the Lead Securitization and, in the
case of Servicing Advances, from general collections of each Non-Lead Securitization as provided below. To the extent the Master
Servicer, the Special Servicer or the Trustee, as applicable, obtains funds from general collections of the Lead Securitization
as a reimbursement for a Nonrecoverable Servicing Advance or any Advance Interest Amounts on a Servicing Advance or a Nonrecoverable


 






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Servicing Advance, each Non-Lead Securitization Note Holder (including from general collections or any other amounts from any
Non-Lead Securitization Trust) shall be required to, promptly following notice from the Master Servicer, reimburse the Lead Securitization
for its pro rata share of such Nonrecoverable Servicing Advance or Advance Interest Amounts.


 


In
addition, each Non-Lead Securitization Note Holder (including, but not limited to, any Non-Lead Securitization Trust) shall be
required to, promptly following notice from the Master Servicer or the Special Servicer, pay or reimburse the Lead Securitization
for such Non-Lead Securitization Note Holder’s pro rata share of any fees, costs or expenses incurred in connection
with the servicing and administration of the Mortgage Loan as to which the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, the Trust Advisor or the Depositor, as applicable, is entitled to be reimbursed pursuant to the Servicing
Agreement and any costs, fees and expenses related to obtaining any Rating Agency Confirmation, to the extent amounts on deposit
in the Whole Loan Custodial Account are insufficient for reimbursement of such amounts. Each Non-Lead Securitization Note Holder
agrees to indemnify (i) (as and to the same extent the Lead Securitization Trust is required to indemnify each of the following
parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of Servicing Agreement) each
of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Trust Advisor and the Depositor
(and any director, officer, member, manager, employee or agent of any of the foregoing, to the extent such parties are identified
as indemnified parties in the Servicing Agreement in respect of other mortgage loans) and (ii) the Lead Securitization Trust (such
parties in clause (i) and the Lead Securitization Trust, collectively, the “Indemnified Parties”) against any
claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees
and expenses incurred in connection with the servicing and administration of the Mortgage Loan and the Mortgaged Property (or,
with respect to the Trust Advisor, incurred in connection with the provision of services for the Mortgage Loan) under the Servicing
Agreement (collectively, the “Indemnified Items”) to the extent of its pro rata share of such Indemnified
Items, and to the extent amounts on deposit in the Whole Loan Custodial Account are insufficient for reimbursement of such amounts,
such Non-Lead Securitization Note Holder shall be required to, promptly following notice from the Master Servicer, the Special
Servicer or the Trustee, reimburse each of the applicable Indemnified Parties for their pro rata share of the insufficiency
(including, if the related Non-Lead Securitization Note has been included in a Non-Lead Securitization, from general collections
or any other amounts from such Non-Lead Securitization Trust).


 


The
master servicer under a Non-Lead Securitization (each, a “Non-Lead Master Servicer”) may be required to make
P&I Advances on the related Non-Lead Securitization Note, from time to time, subject to the terms of the servicing agreement
for the related Securitization (each, a “Non-Lead Servicing Agreement”), the Servicing Agreement and this Agreement.
The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to make their own recoverability determination
with respect to a P&I Advance to be made on the Lead Securitization Note based on the information that they have on hand and
in accordance with the Servicing Agreement. Each Non-Lead Master Servicer and the special servicer and the trustee under each
Non-Lead Servicing Agreement (each, respectively, a “Non-Lead Special Servicer” and a “Non-Lead Trustee”),
as applicable, shall be entitled to make their own recoverability determination with respect to a P&I Advance to be made on
the related Non-Lead Securitization Note based on the information that they have on hand and in accordance with the related Non-


 






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Lead
Servicing Agreement. The Master Servicer and the Trustee, as applicable, and each Non-Lead Master Servicer or Non-Lead Trustee
shall be required to notify the other of the amount of its P&I Advance within two Business Days of making such advance. If
the Master Servicer, the Special Servicer or the Trustee, as applicable (with respect to the Lead Securitization Note) or a Non-Lead
Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee, as applicable (with respect to the related Non-Lead Securitization
Note), determines that a proposed P&I Advance, if made, would be non-recoverable or an outstanding P&I Advance is or would
be non-recoverable, or if the Master Servicer, the Special Servicer or the Trustee, as applicable, subsequently determines that
a proposed Servicing Advance would be non-recoverable or an outstanding Servicing Advance is or would be non-recoverable, then
the Master Servicer or the Trustee (as provided in the Servicing Agreement, in the case of a determination of non-recoverability
by the Master Servicer, the Special Servicer or the Trustee) or a Non-Lead Master Servicer or Non-Lead Trustee (as provided in
the related Non-Lead Servicing Agreement, in the case of the a determination of non-recoverability by such Non-Lead Master Servicer,
Non-Lead Special Servicer or Non-Lead Trustee) shall notify the Master Servicer and the Trustee, or Non-Lead Master Servicers
and the Non-Lead Trustees, as the case may be, of the other Securitization on or prior to the next Master Servicer Remittance
Date. Each of the Master Servicer, the Trustee, Non-Lead Master Servicers and Non-Lead Trustees, as applicable, will only be entitled
to reimbursement for a P&I Advance and advance interest thereon that becomes non-recoverable first from the Whole Loan Custodial
Account from amounts allocable to the Note for which such P&I Advance was made, and then, if funds are insufficient, (i) in
the case of the Lead Securitization Note, from general collections of the Lead Securitization Trust, pursuant to the terms of
the Servicing Agreement and (ii) in the case of a Non-Lead Securitization Note, from general collections of the related Securitization
Trust, as and to the extent provided in the related Non-Lead Servicing Agreement.


 


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


 


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


 


(i)          the
Non-Lead Securitization Note Holder shall be responsible for its pro rata share of any Servicing Advances (and advance
interest thereon) and any additional trust fund expenses, but only to the extent that they relate to servicing and administration
of the Notes and the Mortgaged Property, including without limitation, any unpaid Special Servicing Fees, Liquidation Fees and
Workout Fees relating to the Notes, and that in the event that the funds received with respect to each respective Note are insufficient
to cover such Servicing Advances or additional trust fund expenses, (A) the Non-Lead Master Servicer will be required to, promptly
following notice from the Master Servicer or the Special Servicer, pay or reimburse the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee, or the Lead Securitization Trust, as applicable, out of general funds in the collection
account (or equivalent account) established under the Non-Lead Servicing Agreement for the Non-Lead Securitization


 






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Note Holder’s
pro rata share of any such Nonrecoverable Servicing Advances (together with advance interest thereon) and/or additional
trust fund expenses (including compensation due to the Master Servicer and the Special Servicer to the extent related to the servicing
and administration of the Mortgage Loan and the Mortgaged Property), and (B) if the Servicing Agreement permits the Master Servicer,
the Special Servicer, the Certificate Administrator or the Trustee to reimburse itself from the Lead Securitization Trust’s
general account, then the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable,
may do so, and the Non-Lead Master Servicer will be required to, promptly following notice from the Master Servicer, the Special
Servicer or the Trustee, reimburse the Lead Securitization Trust out of general funds in the collection account (or equivalent
account) established under the Non-Lead Servicing Agreement for the Non-Lead Securitization Note Holder’s pro rata
share of any such Nonrecoverable Servicing Advances (together with advance interest thereon) and/or additional trust fund expenses
(including compensation due to the Master Servicer and the Special Servicer to the extent related to the servicing and administration
of the Mortgage Loan and the Mortgaged Property);


 


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


 


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


 


(iv)          any
matter affecting the servicing and administration of the Mortgage Loan that requires delivery of a Rating Agency Confirmation
pursuant to the Servicing Agreement shall also require delivery of a Rating Agency Confirmation under the Non-Lead Servicing Agreement;


 






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(v)          the
Non-Lead Master Servicer, the Non-Lead Special Servicer, the Non-Lead Trustee and the Non-Lead Securitization Trust shall be third
party beneficiaries of the foregoing provisions; and


 


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


 


     (e)          The
Servicing Agreement shall provide that compensating interest payments as defined therein with respect to Note A-1, Note A-2 and
Note A-3 will be allocated by the Master Servicer between Note A-1, Note A-2 and Note A-3, pro rata, in accordance with
their respective principal amounts. The Master Servicer shall remit any compensating interest payment in respect of a Non-Lead
Securitization Note to the related Non-Lead Securitization Note Holder.


 


     (f)          The
Servicing Agreement shall, unless otherwise agreed to by the Controlling Noteholder, contain (i) servicing and reporting provisions
(including the Asset Status Report for all Major Decisions) substantially similar in all material respects to the servicing and
reporting provisions of the Model PSA, (ii) provisions providing the Controlling Noteholder the same rights with respect to Asset
Status Reports that are afforded the Controlling Class Representative and (iii) a Servicing Standard substantially similar in
all material respects to the servicing standard in the Model PSA. In no event may the Servicing Agreement change the interest
allocable to, or the amount of any payments due to, the Controlling Noteholder or increase the Controlling Noteholder’s
obligations (other than to an immaterial extent) or decrease the Controlling Noteholder’s rights, remedies or protections
hereunder (other than to an immaterial extent). The Servicing Agreement shall require the Master Servicer and Special Servicer
to service the Mortgage Loan in accordance with the terms of this Agreement, including the rights of the Note B Holder hereunder.


 


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


 


(i)          if
an event of default under the Servicing Agreement has occurred (A) with respect to the Master Servicer under the Servicing Agreement
that affects a Noteholder or any class of commercial mortgage securities backed by a Note or a participation interest in a Note,
and the Master Servicer is not otherwise terminated under the Servicing Agreement, then the Note B Holder or its’ designees
(if the Note B Holder is the Controlling 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;


 






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(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 Servicing Agreement;


 


(iii)          the
other Noteholders shall be entitled to receive, and the Certificate Administrator shall make available, 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 Asset Status Reports and standard CREFC reports, provided that if an interest
in Note B or Note B Holder is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, then the Note B Holder
Noteholder shall not be entitled to receive the Asset Status Report or any other information relating to the Special Servicer’s
workout strategy;


 


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


 


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


 


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


 


     (h)          It
is expressly understood and agreed that the Servicing Agreement shall not (A) allocate to Note B Holder any negative impact from
other assets serviced pursuant to the Servicing Agreement or from the failure of the trust created pursuant to the Servicing Agreement
to qualify as a REMIC and (B) impose upon Note B Holder any “Additional Trust Fund Expenses” or other expenses with
respect to any other mortgage loan included in the trust administered by the Trustee (including, without limitation, expenses
for the administration or preservation of the trust as a REMIC).


 


      Section
3.          Subordination of Note B; Payments Prior to a Sequential Pay Event. Note B and the right
of the Note B Holder to receive payments of interest, principal and other amounts with respect to such Note B shall at all times
be junior, subject and subordinate to Note A-1, Note A-2 and Note A-3 and the right of the Note A-1 Holder, the Note A-2 Holder
and the Note A-3 Holder to receive payments of interest, principal and other amounts with respect to Note A-1, Note A-2 and Note
A-3 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


 






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


 


(a)          first,
to the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder in an amount equal to the accrued and unpaid interest on the
Note A-1 Principal Balance at the Net Note A-1 Rate, on the Note A-2 Principal Balance at the Net Note A-2 Rate and on the Note
A-3 Principal Balance at the Net Note A-3 Rate, respectively;


 


(b)          second,
to the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder on a Pro Rata and Pari Passu Basis in an amount equal to the
Note A Percentage Interest of principal payments received, if any, with respect to such Monthly Payment Date with respect to the
Mortgage Loan, until their Principal Balances have been reduced to zero;


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


(j)          tenth,
to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied
under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any
Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to
the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be
paid to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note B Holder, pro rata, based on their respective
Percentage Interests; and


 


(k)         eleventh,
if any excess amount, including Default Interest and late payment charges, is available to be distributed in respect of the Mortgage
Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(j), any remaining amount shall be paid pro rata
to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note B Holder in accordance with their respective
initial Percentage Interests.


 


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


 






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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 Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder in an amount equal to the accrued and unpaid interest on the
Note A-1 Principal Balance at the Net Note A-1 Rate, on the Note A-2 Principal Balance at the Net Note A-2 Rate and on the Note
A-3 Principal Balance at the Net Note A-3 Rate, respectively;


 


(b)          second,
to the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder, pro rata based on outstanding Principal Balance, until
their Principal Balances have been reduced to zero;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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(j)          tenth,
to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied
under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any
Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to
the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be
paid to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note B Holder, pro rata, based on their respective
Percentage Interests; and


 


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


 


Section
5.          Administration of the Mortgage Loan.


 


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


 






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Each
Noteholder hereby acknowledges the right and obligation of the Lead Securitization Note Holder (or the Special Servicer acting
on behalf of the Lead Securitization Note Holder), upon the Mortgage Loan becoming a Defaulted Mortgage Loan and the determination
by the Special Servicer to sell the Lead Securitization Note in accordance with the Servicing Agreement, to sell the Non-Controlling
Notes together as notes evidencing one whole loan in accordance with the terms of the Servicing Agreement. In connection with
any such sale, the Special Servicer shall be required to sell such Notes together as notes evidencing one whole loan and shall
require that all offers be submitted to the Certificate Administrator or Special Servicer, as applicable, in accordance with the
terms of the Servicing Agreement in writing and be accompanied by a refundable deposit of cash in an amount equal to 5.0% of the
offer amount (subject to a cap of $2,500,000). The Trustee (based upon updated Appraisals ordered by the Special Servicer and
received by the Trustee (or ordered by the Trustee if the Special Servicer or any of its Affiliates is an Interested Person))
shall determine the fair price for the Specially Serviced Mortgage Loan (in the manner set forth in the Servicing Agreement) if
the highest offeror is an Interested Person, and any such determination by the Trustee shall be binding upon all parties. Notwithstanding
the foregoing, the Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead Securitization Note Holder)
shall not be permitted to sell the Mortgage Loan without the written consent of each Non-Controlling Note Holder (provided that such consent is not required if the related Non-Controlling Note is held by the Mortgage Loan Borrower or an Affiliate
of the Mortgage Loan Borrower) unless the Special Servicer has delivered to each Non-Controlling Note Holder: (a) at least 15
Business Days prior written notice of any decision to attempt to sell the Mortgage Loan; (b) at least 10 days prior to the proposed
sale date, a copy of each bid package (together with any material amendments to such bid packages) received by the Special Servicer
in connection with any such proposed sale, (c) at least 10 days prior to the proposed sale date, a copy of the most recent Appraisal
for the Mortgage Loan, and any documents in the Servicing File reasonably requested by a Non-Controlling Note Holder that are
material to the price of the Mortgage Loan and (d) until the sale is completed and a reasonable period of time (but no less time
than is afforded to other offerors and the Subordinate Class Representative (as such term is defined in the Servicing Agreement))
prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other
documents that are approved by the Master Servicer or the Special Servicer in connection with the proposed sale; provided, however,
that any Non-Controlling Note Holder may waive any delivery or timing requirements set forth in this sentence only for itself.
Subject to the foregoing, each of the Non-Controlling Note Holders and the Non-Controlling Note Holder Representatives shall be
permitted to submit an offer at any sale of the Mortgage Loan unless such Person is the Mortgage Loan Borrower or an agent or
Affiliate of the Mortgage Loan Borrower.


 


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


 






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request, and shall deliver the related original Non-Lead Securitization Note, endorsed in blank, to or at the direction of the
Lead Securitization Note Holder in connection with the consummation of any such sale.


 


The
authority of the Lead Securitization Note Holder to sell the Non-Lead Securitization Notes, and the obligations of the Non-Lead
Securitization Note Holders to execute and deliver instruments or deliver the Non-Lead Securitization Notes upon request of the
Lead Securitization Note Holder, shall terminate and cease to be of any further force or effect upon the date, if any, upon which
the Lead Securitization Note is repurchased by the Initial Note A-1 Holder from the trust fund established under the Servicing
Agreement in connection with a material breach of representation or warranty made by the Initial Note A-1 Holder with respect
to the Lead Securitization Note or material document defect with respect to the documents delivered by the Initial Note A-1 Holder
with respect to Lead Securitization Note upon the consummation of the Lead Securitization. The preceding sentence shall not be
construed to grant to any Non-Lead Securitization Note Holder the benefit of any representation or warranty made by the Initial
Note A-1 Holder or any document delivery obligation imposed on the Initial Note A-1 Holder under any mortgage loan purchase and
sale agreement, instrument of transfer or other document or instrument that may be executed or delivered by the Initial Note A-1
Holder in connection with the Lead Securitization.


 


(b)          The
administration of the Mortgage Loan shall be governed by this Agreement and the Servicing Agreement. The Note B Holder agrees
to be bound by the terms of the Servicing Agreement. The Lead Securitization Note Holder (or the Servicer on its behalf) shall
service the Mortgage Loan in accordance with the terms of this Agreement (subject in all instances to the Servicing Standard),
including without limitation the rights of the Note B Holder set forth in Section 5(f) below. Servicing of the Mortgage
Loan shall be carried out by the Master Servicer and, if the Mortgage Loan is a Specially Serviced Mortgage Loan, by the Special
Servicer, in each case pursuant to the Servicing Agreement and this Agreement. Notwithstanding anything to the contrary contained
herein, in accordance with the Servicing Agreement, the Lead Securitization Note Holder shall cause the Master Servicer and the
Special Servicer to service and administer the Mortgage Loan in accordance with the Servicing Standard, taking into account the
interests of the Lead Securitization Note Holder, the Non-Lead Securitization Note Holders and the Note B Holder (it being understood
that the interest of the Note B Holder is a junior Note interest, subject to the terms and conditions of this Agreement), and
any Non-Lead Securitization Note Holder or Note B Holder 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 Mortgage Loan Rate or scheduled amortization payments on such Mortgage Loan are reduced, (iii) payments of
interest or principal on such Mortgage Loan are waived, reduced or deferred or (iv) any other adjustment


 






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(other than an increase
in the Mortgage Loan Rate or increase in scheduled amortization payments) is made to any of the terms of the Mortgage Loan, all
payments to the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder pursuant to Section 3 and Section 4,
as applicable, shall be made as though such Workout did not occur, with the payment terms of Note A-1, Note A-2 and Note A-3 remaining
the same as they are on the date hereof, Note B shall bear the full economic effect of all waivers, reductions or deferrals of
amounts due on the Mortgage Loan attributable to such Workout (up to the amount otherwise due on Note B). Subject to the Servicing
Agreement and this Agreement (including without limitation Section 6), in the case of any modification or amendment
described above, the Servicer (on behalf of the Noteholders) shall have the sole authority and ability to revise the payment provisions
set forth in Section 3 and Section 4 above in a manner that reflects the subordination of Note B to Note
A-1, Note A-2 and Note A-3 with respect to the loss that is the result of such amendment or modification, including: (i) the
ability to increase the Note A-1 Percentage Interest, the Note A-2 Percentage Interest and the Note A-3 Percentage Interest and
to reduce the Note B Percentage Interest in a manner that reflects a loss in principal as a result of such amendment or modification
and (ii) the ability to change the Note A-1 Rate, the Note A-2 Rate, the Note A-3 Rate and the Note B Rate, as applicable,
in order to reflect a reduction in the Mortgage Loan Rate of the Mortgage Loan but shall not be permitted to change the order
of the clauses set forth in Section 3 and Section 4 hereof. Notwithstanding the foregoing, if any Workout, modification
or amendment of the Mortgage Loan extends the original maturity date of the Mortgage Loan, for purposes of this paragraph, the
Balloon Payment shall be deemed not to be due on the original maturity date of the Mortgage Loan but shall be deemed due on the
extended maturity date of the Mortgage Loan.


 


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


 


(e)          If
any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within the meaning
of Section 860D(a) of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage Loan shall
be administered such that the Notes shall each qualify at all times as (or as interests in) a “qualified mortgage”
within the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired by or on
behalf of the Noteholders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure
of the Mortgage or lien on such property following a default on the Mortgage Loan shall be administered so that the interests
of the Noteholders therein shall at all times qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
of the Code and (iii) the Lead Securitization Note Holder may not modify, waive or amend any provision of the Mortgage Loan, consent
to or withhold consent from any action of the Mortgage Loan Borrower, or exercise or refrain from exercising any powers or rights
which the Lead Securitization Note Holder may have under the Mortgage Loan Documents, if any such action would constitute a “significant
modification” of the Mortgage Loan, within the meaning of Section 1.860G 2(b) of the regulations of the United States Department
of the Treasury, more than three months after the earliest startup day of any REMIC which includes Note A-1, Note A-2 or Note
A-3 (or any portion thereof). The Noteholders agree that the provisions of this Section 5(e) shall be effected by compliance
by the Lead Securitization Note Holder or its assignees with this Agreement or the Servicing Agreement or any other


 






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agreement
which governs the administration of the Mortgage Loan or the Lead Securitization Note Holder’s interests therein. All costs
and expenses of compliance with this Section 5(e), to the extent that such costs and expenses relate to administration
of a REMIC or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual
payment of any REMIC tax or expense, shall be borne solely by the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder
on a Pro Rata and Pari Passu Basis.


 


Anything
herein or in the Servicing Agreement to the contrary notwithstanding, in the event that any of Note A-1, Note A-2 or Note A-3
is included in a REMIC and no other is, the Note B Holder and such other Noteholder shall not be required to reimburse such Noteholder
or any other Person for payment of (i) any taxes imposed on such REMIC, (ii) any costs or expenses relating to the administration
of such REMIC or to any determination respecting the amount, payment or avoidance of any tax under such REMIC or (iii) any advances
for any of the foregoing or any interest thereon or for deficits in other items of disbursement or income resulting from the use
of funds for payment of any such taxes, costs or expenses or advances, nor shall any disbursement or payment otherwise distributable
to the other Noteholder be reduced to offset or make-up any such payment or deficit.


 


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


 


If
the Servicer 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 Servicer shall deliver an additional
copy of the notice of a Major Decision in all caps bold 14-point font: “This is a Second Notice. Failure to respond within
five (5) Business Days of this Second Notice will result in a loss of your right to consent with respect to this decision.”
and if the Controlling Noteholder (or its Operating Advisor) fails to respond to the Servicer with respect to any such proposed
action within five (5) Business Days after receipt of such second notice, the Controlling Noteholder (or its Operating Advisor),
as applicable, shall have no further consent rights with respect to such action.


 


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


 


Notwithstanding
the foregoing, the Servicer shall not follow any advice or consultation provided by the Controlling Noteholder (or its Operating
Advisor) that would require or cause the Servicer to violate any applicable law, including the REMIC Provisions, be inconsistent
with the Servicing Standard, require or cause the Servicer to violate provisions of


 






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this Agreement or the Servicing Agreement,
require or cause the Servicer to violate the terms of the Mortgage Loan, or materially expand the scope of any Servicer’s
responsibilities under this Agreement.


 


(g)          During
the continuation of a Control Appraisal Period, the Lead Securitization Note Holder (or its Controlling Class Representative)
shall have, with respect to the Mortgage Loan, all of the same rights and powers of the Controlling Class Representative under
the Servicing Agreement with respect to the other mortgage loans included in the Lead Securitization, including without limitation,
the right to consent and/or consult regarding Major Decisions and other servicing matters, the right to advise (1) the Special
Servicer with respect to all Specially Serviced Loans and (2) the Special Servicer with respect to non-Specially Serviced Loans
as to all matters for which the Master Servicer must obtain the consent or deemed consent of the Special Servicer, and the right
to direct the Special Servicer to take, or to refrain from taking, such other actions with respect to the Mortgage Loan as the
Controlling Class Representative may deem advisable or as to which provision is otherwise made therein, in each case subject to
the terms and conditions of the Servicing Agreement.


 


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


 


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


 






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action previously proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from
the date of such proposal and delivery of all information relating thereto).


 


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


 


In
addition to the consultation rights of the Non-Controlling Noteholders (or their respective controlling class representatives)
provided in the immediately preceding paragraph, the Non-Controlling Noteholders shall have the right to attend annual meetings
(either telephonically or in person, in the discretion of the Servicer) with the Lead Securitization Note Holder (or the Servicer
acting on its behalf) at the offices of the Servicer, as applicable, upon reasonable notice and at times reasonably acceptable
to the Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.


 


(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 Servicer on behalf of the Lead Securitization Note Holder in such collateral (a) cash
collateral for the benefit of, and acceptable to, the Servicer or (b) an unconditional and irrevocable standby letter of credit
with the Servicer as the beneficiary, issued by a bank or other financial institutions the long term unsecured debt obligations
of which are at all times rated at least “AA” (or the equivalent) by each Rating Agency that rates such institution
or the short term obligations of which are rated at least “A-1+” by (or the equivalent) by each Rating Agency that
rates such institution (either (a) or (b), the “Threshold Event Collateral”), and (ii) the Threshold Event
Collateral shall be in an amount which, when added to the appraised value of the Mortgaged Property as determined pursuant to
the Servicing Agreement, would cause the applicable Control Appraisal Period not to occur. If the requirements of this paragraph
are satisfied by the Controlling Noteholder (a “Threshold Event Cure”), no Control Appraisal Period caused
by application of an Appraisal Reduction Amount shall be deemed to have occurred. If a letter of credit is furnished as Threshold
Event Collateral, the applicable Controlling Noteholder shall be required to renew such letter of credit not later than thirty
(30) days prior to expiration thereof or to replace such letter of credit with a substitute letter of credit or other Threshold
Event Collateral with an expiration date that is greater than forty-five (45) days from the date of substitution; provided,
however, that, if a letter of credit is not renewed prior to thirty (30) days prior to the expiration date of such letter
of credit, the letter of credit shall provide that the Servicer may (and at the direction of the


 






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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 Section 4, as applicable,
with respect to the Mortgage Loan after application of the net proceeds of liquidation, not in excess of the Note A-1 Principal
Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance and the Note B Principal Balance, as the case may be,
plus accrued and unpaid interest thereon at the applicable interest rate and all other Additional Servicing Expenses reimbursable
under this Agreement and under the Servicing Agreement. Any Threshold Event Collateral shall be treated as an “outside reserve
fund” for purposes of the REMIC Provisions and such property (and the right to reimbursement of any amounts with respect
thereto from a REMIC) shall be beneficially owned by the posting Noteholder who shall be taxed on all income with respect thereto.
The entire amount of Threshold Event Collateral, without a haircut or other reduction, shall be considered in determining the
sufficiency of such Threshold Event Collateral to avoid a Control Appraisal Period.


 


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


 


Section
6.          Appointment of Operating Advisor.


 


(a)          The
Controlling Noteholder shall have the right at any time to appoint a representative in connection with the exercise of its rights
and obligations with respect to the Mortgage Loan (the “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. No Servicer,


 






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Trust Advisor, Trustee or Certificate Administrator acting on behalf of the Lead Securitization
Note Holder shall be required to recognize any Person as an Operating Advisor until the Controlling Noteholder has notified each
Servicer, Trust Advisor, Trustee and Certificate Administrator of such appointment and, if the Operating Advisor is not the same
Person as the Controlling Noteholder, the Operating Advisor provides each Servicer, Trust Advisor, Trustee and Certificate Administrator
with written confirmation of its acceptance of such appointment, an address and facsimile number for the delivery of notices and
other correspondence and a list of officers or employees of such person with whom the parties to this Agreement may deal (including
their names, titles, work addresses and facsimile numbers). The Controlling Noteholder shall promptly deliver such information
to each Servicer, Trust Advisor, Trustee and Certificate Administrator. If the Lead Securitization Note Holder is the Controlling
Noteholder, no Operating Advisor shall be appointed and the rights of the Lead Securitization Note Holder exercisable by the Controlling
Class Representative shall be as set forth in the Servicing Agreement. Similarly, if the Lead Securitization Note Holder is the
Controlling Noteholder, the rights of each Non-Lead Securitization Note Holder shall be exercisable by a controlling class representative
or directing holder as set forth in the related Non-Lead Servicing Agreement.


 


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


 


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


 






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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. 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 five (5) Business Days’ prior
notice to the Special Servicer (provided, however, that the Controlling Noteholder, Operating Advisor and/or Note
B Holder shall not be liable for any termination or similar fee in connection with the removal of the Special Servicer in accordance
with this Section 7). Such termination shall not be effective unless and until (A) each Rating Agency delivers Rating Agency
Confirmation (to the extent the Mortgage Loan has been securitized) to the extent required under the Servicing Agreement; (B) the
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 the 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 the 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 Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly provide copies to
any terminated Special Servicer of the documents referred to in the preceding sentence. Prior to the Lead 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.


 


If
a Servicer Termination Event on the part of the Special Servicer has occurred that affects a Non-Controlling Note Holder, such
Non-Controlling Note Holder shall have the right to direct the Trustee (or at any time that the Mortgage Loan is no longer included
in a Securitization Trust, the Controlling Note Holder) to terminate the Special Servicer under the Servicing Agreement (or at
any time that the Mortgage Loan is no longer subject to the provisions of the Servicing Agreement, the successor servicing agreement
pursuant to which the Mortgage Loan is being serviced) solely with respect to the Mortgage Loan pursuant to and in accordance
with the terms of the Servicing Agreement (or at any time that the Mortgage Loan is no longer subject to the provisions of the
Servicing Agreement, the successor servicing agreement pursuant to which the Mortgage Loan is being serviced). The Controlling
Note Holder and the Non-Controlling Note Holders acknowledge and agree that any successor special servicer appointed to replace
the Special Servicer with respect to the Mortgage Loan that was terminated for cause at a Non-Controlling Note Holder’s
direction cannot at any time be the person (or an Affiliate thereof) that was so terminated without the prior written consent
of such Non-Controlling Note Holder. The Non-Controlling Note Holder that directs the Trustee (or at any time that the Mortgage
Loan is no longer included in a Securitization Trust, the Controlling


 






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Note Holder) the terminate the Special Servicer shall be
solely responsible for reimbursing the Trustee’s or the Controlling Note Holder’s, as applicable, costs and expenses,
if not paid within a reasonable time by the terminated special servicer and, in the case of the Trustee, that would otherwise
be reimbursed to the Trustee from amounts on deposit in the Collection Account under the Servicing Agreement.


 


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


 


Section
8.          Payment Procedure.


 


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


 


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


 


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


 






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


 


Section
9.          Limitation on Liability of the Noteholders. No Noteholder
(including any Servicer on a Noteholder’s behalf) shall have any liability to any other Noteholder except with respect to
losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder.


 


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


 


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


 


The
Lead Securitization Note Holder and the Non-Lead Securitization Note Holders acknowledge that, subject to the terms and conditions
hereof, the Note B Holder may exercise, or omit to exercise, any rights that the Note B Holder may have under this Agreement and
the Servicing Agreement in a manner that may be adverse to the interests of the Lead Securitization Note Holder or the Non-Lead
Securitization Note Holders and that the Note B Holder shall have no liability whatsoever to the Lead Securitization Note Holder
and the Non-


 






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Lead Securitization Note Holders in connection with the Note B Holder’s exercise of rights or any omission by
the Note B Holder to exercise such rights; provided, however, that the Note B Holder shall not be protected against
any liability to the Lead Securitization Note Holder and the Non-Lead Securitization Note Holders that would otherwise be imposed
by reason of willful misfeasance, bad faith or negligence.


 


Section 10.          Bankruptcy. Subject to the provisions of Section 5(f) hereof, each of the Non-Lead Securitization Note Holders and the Note B Holder hereby covenants and agrees that only the Lead
Securitization Note Holder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under
Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person
to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any
part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Subject
to the provisions of Section 5(f) hereof, each of the Non-Lead Securitization Note Holders and the Note B Holder further
agrees that only the Lead Securitization Note Holder, as a creditor, can make any election, give any consent, commence any action
or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan
Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. Each of the Non-Lead Securitization Note Holders and
the Note B Holder hereby appoints the Lead Securitization Note Holder as its agent, and grants to the Lead Securitization Note
Holder an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights
and taking any and all actions available to each of the Non-Lead Securitization Note Holders and the Note B Holder in connection
with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including,
without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under
Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the
automatic stay with respect to the Mortgage Loan. Each of the Non-Lead Securitization Note Holders and the Note B Holder in its
capacity as such, hereby agrees that, upon the request of the Lead Securitization Note Holder, such Non-Lead Securitization Note
Holder or Note B Holder, as applicable, shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and
every such further deeds, conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better
assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency
Proceeding are subject to and must be in accordance with the Servicing Standard.


 


Section
11.          Cure Rights of the Note B Holder.


 


(a)          Subject
to Section 11(b) below, in the event that the Mortgage Loan Borrower fails to make any payment of principal or interest
on the Mortgage Loan by the end of the applicable grace period (the “Grace Period”) for such payment permitted
under the applicable Mortgage Loan Documents (a “Monetary Default”), the Lead Securitization Note Holder shall
provide notice to the Note B Holder and the Operating Advisor of such default (the “Monetary Default Notice”).
If the Note B Holder or Operating Advisor has not cured such Monetary Default within five (5) Business Days after receiving the
Monetary Default Notice, the Lead


 






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Securitization Note Holder shall deliver an additional copy of the Monetary Default Notice that
contains a statement in boldface font that this is a second notice and that the Note B Holder’s or the Operating Advisor’s
failure to cure such Monetary Default within five (5) Business Days after receiving such second notice will result in the termination
of the right to cure such Monetary Default. The Note B Holder 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, the Note B Holder shall pay or reimburse the Lead Securitization Note Holder for all unreimbursed Advances (whether
or not recoverable with respect to the Lead Securitization Note and each Non-Lead Securitization Note, including principal and
interest advances made with respect to such Non-Lead Securitization Note under the related Non-Lead Servicing Agreement), Advance
Interest Amounts, any unpaid fees to any Servicer specifically provided for in the Servicing Agreement and any Additional Servicing
Expenses. The Note B Holder shall not be required, in order to effect a cure hereunder, to pay any default interest or late charges
under the Loan Documents. So long as a Monetary Default exists for which a cure payment permitted hereunder is made, such Monetary
Default shall not be treated as an Event of Default by the Lead Securitization Note Holder (including for purposes of (i) the
definition of “Sequential Pay Event,” (ii) accelerating the Mortgage Loan, modifying, amending or waiving any provisions
of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure
or other similar legal proceedings with respect to the Mortgaged Property; or (iii) treating the Mortgage Loan as a Specially
Serviced Mortgage Loan); provided that such limitation shall not prevent the Lead Securitization Note Holder from collecting
Default Interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by a Noteholder on behalf of the Mortgage
Loan Borrower to effect any cure shall be reimbursable to such Noteholder under Section 3 or Section 4,
as applicable.


 


(b)          Notwithstanding
anything to the contrary contained in Section 11(a), the Note B Holder shall be limited to a combined total of six (6)
cures of Monetary Defaults, no more than three (3) of which may be consecutive, or Non-Monetary Defaults over the term of the
Mortgage Loan. Additional Cure Periods shall only be permitted with the consent of the Lead Securitization Note Holder.


 


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


 


(d)          If
an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary
Default”), the Lead Securitization Note Holder shall promptly provide notice to the Note B Holder and the Operating


 






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Advisor of such failure (the “Non-Monetary Default Notice”) and the Note B Holder shall have the right, but
not the obligation, to cure such Non-Monetary Default within the same period of time as the Mortgage Loan Borrower under the Mortgage
Loan Documents, without regard for the date of receipt by the Note B Holder of the Non-Monetary Default Notice, or in any event,
up to forty (40) days, to cure such Non-Monetary Default; provided, however, if such Non-Monetary Default is susceptible
of cure but cannot reasonably be cured within such period and if curative action was promptly commenced and is being diligently
pursued by the Note B Holder, the Note B Holder shall be given an additional period of time as is reasonably necessary to enable
the Note B Holder in the exercise of due diligence to cure such Non-Monetary Default for so long as (i) the Note B Holder diligently
and expeditiously proceeds to cure such Non-Monetary Default, (ii) the Note B Holder makes all cure payments that it is permitted
to make in accordance with the terms and provisions of Section 11(a) hereof, (iii) such additional period of time does
not exceed sixty (60) days, (iv) such Non-Monetary Default is not caused by an Insolvency Proceeding or during such period of
time that the Note B Holder has to cure a Non-Monetary Default in accordance with this Section 11(d) (the “Non-Monetary
Default Cure Period”), an Insolvency Proceeding does not occur and (v) during such Non-Monetary Default Cure Period,
there is no material adverse effect on the Mortgage Loan Borrower or the Mortgaged Property or the value of the Mortgage Loan
as a result of such Non-Monetary Default or the attempted cure. The Non-Monetary Default Notice shall contain a statement in boldface
font that the Note B Holder’s or the 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 Note B Holder shall not contact the Mortgage Loan Borrower in order to effect any cures under Sections 11(a)
or this 11(d) unless it is in conjunction with the Special Servicer or the Note B Holder has obtained the prior written
consent of the Lead Securitization Note Holder.


 


(e)          So
long as a Non-Monetary Default exists for which the Non-Monetary Default Cure Period has not expired, and Note B Holder is diligently
prosecuting the cure of the same, such Non-Monetary Default shall not be treated as an Event of Default by the Lead Securitization
Note Holder (including, without limitation, for purposes of (i) the definition of “Sequential Pay Event”; or (ii)
treating the Mortgage Loan as a Specially Serviced Mortgage Loan); provided, that such limitation shall not prevent the Lead Securitization
Note Holder from collecting default interest or late charges from the Mortgage Loan Borrower.


 


Section
12.          Purchase of Note A-1, Note A-2 and Note A-3 By Note B Holder.
The Note B Holder shall have the right, by written notice to the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder
(a “Noteholder Purchase Notice”), delivered at any time an Event of Default under the Mortgage Loan has occurred
and is continuing, to purchase, in immediately available funds, Note A-1, Note A-2 and Note A-3 in whole but not in part at the
applicable Defaulted Mortgage Loan Purchase Price. For avoidance of doubt, if the Note B Holder elects to exercise its right to
purchase a Note pursuant to this Section 12, it must purchase each of Note A-1, Note A-2 and Note A-3. Upon the delivery
of the Noteholder Purchase Notice to the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder, the Note A-1 Holder, the
Note A-2 Holder and the Note A-3 Holder shall sell (and the Note B Holder shall purchase) Note A-1, Note A-2 and Note A-3 (including,
without limitation, any interests therein) at the applicable Defaulted Mortgage Loan Purchase Price, on a date (the “Defaulted
Note Purchase Date”) not less than ten (10) and not more than thirty (30) days after the date of the Noteholder


 






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Purchase
Notice, as shall be established by the Lead Securitization Note Holder. The Noteholder Purchase Notice shall contain a statement
in boldface font that the Note B Holder’s failure to purchase Note A-1, Note A-2 and Note A-3 on a Defaulted Note Purchase
Date will result in the termination of such right. The Note B Holder agrees that the sale of Note A-1, Note A-2 and Note A-3 shall
comply with all requirements of the Servicing Agreement and that all costs and expenses related thereto shall be paid by the Note
B Holder. The Defaulted Mortgage Loan Purchase Price shall be calculated by the Lead Securitization Note Holder (or the Servicer
on its behalf) three (3) Business Days prior to the Defaulted Note Purchase Date (and such calculation shall be accompanied by
a listing of all amounts included in the Defaulted Mortgage Loan Purchase Price), and shall, absent manifest error, be binding
upon the Note B Holder. Concurrently with the payment to the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder in immediately
available funds of its respective portion of the applicable Defaulted Mortgage Loan Purchase Price, the Note A-1 Holder, the Note
A-2 Holder and the Note A-3 Holder shall execute at the sole cost and expense of the Note B Holder in favor of the Note B Holder
assignment documentation which will assign Note A-1, Note A-2 and Note A-3, as applicable, and the Mortgage Loan Documents without
recourse, representations or warranties (except the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder, as applicable,
shall represent and warrant that it had good and marketable title to, was the sole owner and holder of, and had power and authority
to deliver the Mortgage Loan or Note, as applicable, free and clear of all liens and encumbrances (other than the interest created
by Note B)). The right of the Note B Holder to purchase Note A-1, Note A-2 and Note A-3 shall automatically terminate upon a foreclosure
sale, sale by power of sale or delivery of a deed in lieu of foreclosure with respect to the Mortgaged Property (and the Lead
Securitization Note Holder shall give the Note B Holder ten (10) days’ notice of its intent with respect to such action).
Notwithstanding the foregoing sentence, if title to the Mortgaged Property is transferred to the Servicer (or other nominee on
behalf of the Noteholders) less than ten (10) days after the acceleration of the Mortgage Loan, the Lead Securitization Note
Holder shall notify the Note B Holder of such transfer and the Note B Holder shall have a thirty (30) day period from the date
of such notice from the Lead Securitization Note Holder to deliver the Noteholder Purchase Notice to the Note A-1 Holder, the
Note A-2 Holder and the Note A-3 Holder, in which case the Note B Holder will be obligated to purchase the Mortgaged Property,
in immediately available funds, within such thirty (30) day period at the applicable Defaulted Mortgage Loan Purchase Price. Any
such purchase of Note A-1, Note A-2 and Note A-3 by the Note B Holder shall be free and clear of any liens.


 


Section
13.          Representations of Note B Holder. The Note B Holder represents,
and it is specifically understood and agreed, that it is acquiring Note B for its own account in the ordinary course of its business
and the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder shall otherwise have no liability or responsibility to the
Note B Holder except as expressly provided herein or for actions that are taken or omitted to be taken by the Note A-1 Holder,
the Note A-2 Holder or the Note A-3 Holder that constitute gross negligence or willful misconduct or that constitute a breach
of this Agreement. The Note B Holder represents and warrants that the execution, delivery and performance of this Agreement is
within its corporate powers, has been duly authorized by all necessary corporate action, and does not contravene its charter or
any law or contractual restriction binding upon the Note B Holder, and that this Agreement is the legal, valid and binding obligation
of the Note B Holder enforceable against the Note B Holder in accordance with its terms, except as such enforcement may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the


 






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enforcement of creditors’ rights
generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity
or at law), and except that the enforcement of rights with respect to indemnification and contribution obligations may be limited
by applicable law. The Note B Holder represents and warrants that it is duly organized, validly existing, in good standing and
possesses of all licenses and authorizations necessary to carry on its business. The Note B Holder represents and warrants that
(a) this Agreement has been duly executed and delivered by the Note B Holder, (b) to the Note B Holder’s actual knowledge,
all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required
for the execution, delivery and performance of this Agreement by the Note B Holder have been obtained or made and (c) to the Note
B Holder’s actual knowledge, there is no pending action, suit or proceeding, arbitration or governmental investigation against
the Note B Holder, an adverse outcome of which would materially and adversely affect its performance under this Agreement.


 


The
Note B Holder acknowledges that the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder do not owe the Note B Holder
any fiduciary duty with respect to any action taken under the Mortgage Loan Documents and, except as provided herein, need not
consult with the Note B Holder with respect to any action taken by the Note A-1 Holder, the Note A-2 Holder or the Note A-3 Holder
in connection with the Mortgage Loan.


 


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


 


Section
14.          Representations of the Initial Note A-1 Holder, the Initial
Note A-2 Holder and the Initial A-3 Holder. Each of the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder represents
and warrants that the execution, delivery and performance of this Agreement is within its corporate powers, has been duly authorized
by all necessary corporate action, and does not contravene the Note A-1 Holder’s, the Note A-2 Holder’s or the Note
A-3 Holder’s charter or any law or contractual restriction binding upon the Note A-1 Holder, the Note A-2 Holder or the
Note A-3 Holder, and that this Agreement is the legal, valid and binding obligation of the Note A-1 Holder, the Note A-2 Holder
and the Note A-3 Holder enforceable against each of them in accordance with its terms. Each of the Note A-1 Holder, the Note A-2
Holder and the Note A-3 Holder represents and warrants that it is duly organized, validly existing, in good standing and possession
of all licenses and authorizations necessary to carry on its business. Each of the Note A-1 Holder, the Note A-2 Holder and the
Note A-3 Holder represents and warrants that (a) this Agreement has been duly executed and delivered by the Note A-1 Holder,
the Note A-2 Holder and the Note A-3 Holder, (b) to the Note A-1 Holder’s, the Note A-2 Holder’s and the Note
A-3 Holder’s actual knowledge, all consents, approvals, authorizations, orders or filings of or with any court or governmental
agency or body, if any, required for the execution, delivery and performance of this Agreement by the Note A-1 Holder, the Note
A-2 Holder and the Note A-3 Holder have been obtained or made and (c) to the Note A-1 Holder’s, the Note A-2 Holder’s
and the Note A-3 Holder’s actual knowledge, there is no pending action, suit or proceeding, arbitration or governmental
investigation against the Note A-


 






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1 Holder, the Note A-2 Holder or the Note A-3 Holder, an adverse outcome of which would materially
and adversely affect its performance under this Agreement.


 


Section
15.          Independent Analysis of the Note B Holder. The Note B Holder
acknowledges that it has, independently and without reliance upon the Initial Note A-1 Holder, the Initial Note A-2 Holder or
the Initial Note A-3 Holder, except with respect to the representations and warranties provided by the Initial Note A-1 Holder,
the Initial Note A-2 Holder and the Initial Note A-3 Holder herein, and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to purchase Note B and the Note B Holder accepts responsibility therefor.
The Note B Holder hereby acknowledges that, other than the representations and warranties provided herein, the Note A-1 Holder,
the Note A-2 Holder and the Note A-3 Holder have made no representations or warranties with respect to the Mortgage Loan, subject
to such representations and warranties as provided by the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder herein,
and that the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder shall have no responsibility for (i) the collectibility
of the Mortgage Loan, (ii) the validity, enforceability or legal effect of any of the Mortgage Loan Documents or the title insurance
policy or policies or any survey furnished or to be furnished to the Note A-1 Holder, the Note A-2 Holder or the Note A-3 Holder
in connection with the origination of the Mortgage Loan, (iii) the validity, sufficiency or effectiveness of the lien created
or to be created by the Mortgage Loan Documents, or (iv) the financial condition of the Mortgage Loan Borrower. The Note B Holder
assumes all risk of loss in connection with Note B except as specifically set forth herein.


 


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


 


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


 


Section
18.          Other Business Activities of the Noteholders. Each Noteholder
acknowledges that the other Noteholders or their Affiliates may make loans or otherwise extend credit to, and generally engage
in any kind of business with, the Mortgage Loan Borrower or any direct or indirect parent or Affiliate thereof, any entity that
is a holder of debt secured by direct or indirect ownership interests in the Mortgage Loan Borrower or any Affiliate thereof
or any entity that is a holder of a preferred equity interest in the Mortgage Loan Borrower, any principal thereof or any
Affiliate thereof (each, a “Mortgage Loan Borrower Related Party”), and receive payments on such other
loans or extensions of credit to Mortgage Loan Borrower Related Parties


 






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and otherwise act with respect thereto freely and without
accountability in the same manner as if this Agreement and the transactions contemplated hereby were not in effect.


 


Section
19.          Sale of Note B and Note A-1, Note A-2 and Note A-3.


 


(a)          The
Note B Holder agrees that it will not Transfer all or any portion of Note B without the Note A-1 Holder’s, the Note A-2
Holder’s and the Note A-3 Holder’s prior written consent, which consent shall not be unreasonably withheld, conditioned
or delayed, provided, that (i) the Note B Holder shall have the right to Transfer its respective Note, or any portion thereof,
to a Qualified Institutional Lender without obtaining the Note A-1 Holder’s, the Note A-2 Holder’s or the Note A-3
Holder’s prior written consent, provided, that promptly after the Transfer, the Note A-1 Holder, the Note A-2 Holder
and the Note A-3 Holder are provided with (x) a representation from a transferee or the Note B Holder 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 Note B to be held by more than five persons nor cause there to be no one person owning a majority
of Note B and (ii) if the Note B Holder wishes to Transfer Note B, or any portion thereof, to an entity that is not a Qualified
Institutional Lender after a Securitization, no consent of the Note A-1 Holder, the Note A-2 Holder or the Note A-3 Holder shall
be required, but the Note B Holder shall first obtain (and deliver to the Note A-1 Holder, the Note A-2 Holder and the Note A-3
Holder) Rating Agency Confirmation. If Note B is held by more than one Note B Holder at any time, the holders of a majority of
the Principal Balance of Note B shall immediately appoint a representative to exercise all rights of the Note B Holder hereunder.
Notwithstanding the foregoing, without the Note A-1 Holder’s, the Note A-2 Holder’s or the Note A-3 Holder’s
prior consent, which may be withheld in the Note A-1 Holder’s, the Note A-2 Holder’s and the Note A-3 Holder’s
sole discretion, the Note B Holder shall not Transfer all or any portion of Note B to the Mortgage Loan Borrower or a Mortgage
Loan Borrower Related Party prior to an Event of Default without obtaining Rating Agency Confirmation and any such Transfer shall
be absolutely null and void and shall vest no rights in the purported transferee. The Note B Holder agrees it will pay the expenses
of the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder (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 Note B Holder shall have the right, without the need to obtain the consent of the Note A-1 Holder, the Note
A-2 Holder or the Note A-3 Holder or any other Person, to Transfer 49% or less (in the aggregate) of its interest in Note B to
a Person that has no direct rights with respect to Note B or to a Qualified Institutional Lender; provided that any such
Transfer shall be made in accordance with the terms of this Section 19. Notwithstanding anything herein to the contrary,
the Note B Holder shall not Transfer all or any portion of Note B to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related
Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. All Transfers
under Section 19(a) and (b) shall be made upon written notice to the Note A-1 Holder, the Note A-2 Holder and the
Note A-3 Holder not later than the date of such Transfer, and each transferee shall (i) execute an assignment and assumption
agreement whereby such transferee assumes all or a ratable portion, as the case may be, of the obligations of the Note B Holder
hereunder with respect to Note B first arising from


 






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and after the date of such assignment (or, in the case, of a pledge, collateral
assignment or other encumbrance made in accordance with Section 19(e) by the Note B Holder of Note B solely as security
for a loan to the Note B Holder made by a third-party lender whereby the Note B Holder remains fully liable under this Agreement,
on or before the date on which such lender succeeds to the rights of the Note B Holder by foreclosure or otherwise, such third-party
lender executes an agreement that such lender shall be bound by the terms and provisions of this Agreement and the obligations
of the Note B Holder hereunder) and (ii) agree in writing to be bound by the Servicing Agreement, unless the Servicing Agreement
is not then in effect with respect to the Mortgage Loan, in which event the parties will enter into or agree to be bound by any
replacement servicing agreement therefor in accordance with the provisions hereof. Upon the consummation of a Transfer of all
or any portion of Note B in accordance with this Agreement, the transferring Person shall be released from all liability arising
under this Agreement with respect to Note B (or the portion thereof that was the subject of such Transfer), for the period after
the effective date of such Transfer (it being understood and agreed that the foregoing release shall not apply in the case of
a sale, assignment, transfer or other disposition of a participation interest in Note B as described in clause (c) below).
In connection with any such permitted Transfer of a portion of Note B and for all purposes of this Agreement, the Note A-1 Holder,
the Note A-2 Holder and the Note A-3 Holder need only recognize the majority holder of Note B for purposes of notices, consents
and other communications between the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder and such majority holder of
Note B shall be the only Person authorized hereunder to exercise any rights of the Note B Holder under this Agreement; provided,
however, the majority holder of Note B may from time to time designate any other Person as an additional party entitled
to receive notices, consents and other communications and/or to exercise rights on behalf of the Note B Holder hereunder by delivering
written notice thereof to the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder, and, from and after delivery of such
notice, such designee shall be so authorized hereunder and shall be the only party entitled to receive such notices, consents
and such other communications and/or to exercise such rights.


 


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


 


(d)          The
Initial Note A-1 Holder, the Initial Note A-2 Holder and the Initial Note A-3 Holder, shall have the right to Transfer all or
any portion of any of Note A-1, Note A-2 or Note A-3 without the prior consent of any Noteholder to any party unaffiliated with
the


 






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Mortgage Loan Borrower; provided, however, that following any Event of Default under the Mortgage Loan, the
Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder may only transfer all or any portion of a Note to the Mortgage Loan
Borrower or its Affiliate with prior written consent of the Controlling Noteholder at any time when the Note B Holder is the Controlling
Noteholder. Notwithstanding anything to the contrary contained herein or in the Servicing Agreement, if at any time the Mortgage
Loan Borrower or its Affiliate is the Note A-1 Holder, the Note A-2 Holder and/or the Note A-3 Holder (a “Borrower Party
Noteholder”), then (i) such Borrower Party Noteholder shall not have any rights as a Controlling Noteholder or a Directing
Certificateholder, (ii) such Borrower Party Noteholder shall have no right to appoint or terminate the Master Servicer or Special
Servicer, (iii) such Borrower Party Noteholder shall have no right to consult with or advise the Master Servicer or Special Servicer,
and shall have no right to review and approve or comment on any Asset Status Report and (iv) in each and every instance where,
pursuant to this Agreement or the Servicing Agreement, the Master Servicer or Special Servicer must take into account the interests
of each Noteholder (or words of similar import), such consideration shall be given to the Borrower Party Noteholder only in its
capacity as a holder of a Note, and the Master Servicer or Special Servicer (as the case may be) shall disregard the fact that
the Borrower Party Noteholder is either the Borrower or an Affiliate of the Borrower and as such, may have conflicting interests
from a Noteholder (in its capacity as a Noteholder).


 


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


 






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that any such certificate(s) shall be in a form reasonably satisfactory to such other Noteholder; and (vi) that, upon
written notice (a “Redirection Notice”) to the other Noteholders and any Servicer by such Note Pledgee that
the pledging Noteholder is in default, beyond any applicable cure periods, under the pledging Noteholder’s obligations to
such Note Pledgee pursuant to the applicable credit agreement between the pledging Noteholder and such Note Pledgee (which notice
need not be joined in or confirmed by the pledging Noteholder), and until such Redirection Notice is withdrawn or rescinded by
such Note Pledgee, Note Pledgee shall be entitled to receive any payments that any Noteholder or Servicer would otherwise be obligated
to pay to the pledging Noteholder from time to time pursuant to this Agreement or any Servicing Agreement. Any pledging Noteholder
hereby unconditionally and absolutely releases the other Noteholders and any Servicer from any liability to the pledging Noteholder
on account of any Noteholder’s or Servicer’s compliance with any Redirection Notice believed in good faith by any
Servicer or any such other Noteholder to have been delivered by a Note Pledgee. Note Pledgee shall be permitted to exercise fully
its rights and remedies against the pledging Noteholder to such Note Pledgee (and accept an assignment in lieu of foreclosure
as to such collateral), in accordance with applicable law and this Agreement. In such event, the Noteholders and any Servicer
shall recognize such Note Pledgee (and any transferee other than the Mortgage Loan Borrower or any Affiliate thereof which is
also a Qualified Institutional Lender at any foreclosure or similar sale held by such Note Pledgee or any transfer in lieu of
foreclosure), and its successor and assigns, as the successor to the pledging Noteholder’s rights, remedies and obligations
under this Agreement, and any such Note Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the
pledging Noteholder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Note Pledgee)
and agrees to be bound by the terms and provisions of this Agreement. The rights of a Note Pledgee under this Section 19(e) shall remain effective as to any Noteholder (and any Servicer) unless and until such Note Pledgee shall have notified any
such Noteholder (and any Servicer, as applicable) in writing that its interest in the pledged Note has terminated.


 


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


 


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


 


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


 


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


 


(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


 






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refinance its outstanding commercial paper even if there is no default by such Noteholder, the Conduit Credit
Enhancer will purchase the Conduit Inventory Loan from the Conduit, and the Conduit will assign the pledge of such Noteholder’s
Note to the Conduit Credit Enhancer; and


 


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


 


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


 


Section
21.          Registration of Note A-1, Note A-2, Note A-3 and Note B.
The Agent shall keep or cause to be kept at the Agent Office books (the “Note Register”) for the registration
and transfer of the Notes. The Agent shall serve as the initial Note registrar and the Agent hereby accepts such appointment.
The names and addresses of the holders of the Notes and the names and addresses of any transferee of any Note of which the Agent
has received notice, in the form of a copy of the assignment and assumption agreement referred to in Section 20, shall
be registered in the Note Register. The Person in whose name a Note is so registered shall be deemed and treated as the sole owner
and holder thereof for all purposes of this Agreement, except in the case of the Initial Note A-1 Holder, the Initial Note A-2
Holder, the Initial Note A-3 Holder and the Initial Note B Holder who may hold their Notes through a nominee. Upon request of
a Noteholder, the Agent shall provide such party with the names and addresses of the Noteholders. To the extent another party
is appointed as Agent hereunder, the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note B Holder hereby designates
such person as its agent under this Section 21 solely for purposes of maintaining the Note Register.


 


Section
22.          Statement of Intent. The Agent and each Noteholder intend
that the Notes be classified and maintained as a grantor trust under subpart E, part I of subchapter J of chapter 1 of the Code
that is a fixed investment trust within the meaning of Treasury Regulation


 






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§301.7701-4(c), and the parties will not take
any action inconsistent with such classification. It is neither the purpose nor the intent of this Agreement to create a partnership,
joint venture, “taxable mortgage pool” or association taxable as a corporation among the parties.


 


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


 


Section
24.          Cooperation in Securitization.


 


(a)          Each
Noteholder acknowledges that any Noteholder may elect, in its sole discretion, and at its sole cost and expense, to include its
Note in a Securitization. In connection with a Securitization and subject to the terms of the preceding sentence, (x) at the request
of the Note A-1 Holder, the Note A-2 Holder or the Note A-3 Holder, the Note B Holder shall use reasonable efforts, at the Note
A-1 Holder’s, the Note A-2 Holder’s or the Note A-3 Holder’s expense, to satisfy, and to cooperate with the
Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the
market standards to which the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder customarily adhere 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
Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder in attempting to cause the Mortgage Loan Borrower to execute such
modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect
the Securitization; provided, however, that either in connection with the initial Securitization or otherwise at any time prior
to such initial Securitization, the Note B Holder 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 Note B Holder or (ii)
increase the Note B Holder’s obligations (other than to an immaterial extent) or decrease the Note B Holder’s rights,
remedies or protections (other than to an immaterial extent). In connection with the Securitization, the Note B Holder agrees,
at the sole cost and expense of the Note A-1 Holder, the Note A-2 Holder or the Note A-3 Holder, to provide for inclusion in any
disclosure document relating to the related Securitization such information concerning the Note B Holder and the other Notes as
the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder reasonably determine to be necessary or appropriate; and (y)
the Note B Holder covenants and agrees that it shall cooperate, at the sole cost and expense of the Note A-1 Holder, the Note
A-2 Holder or the Note A-3 Holder, with the reasonable requests of each Rating Agency and the Note A-1 Holder, the Note A-2 Holder
and the Note A-3 Holder 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 Note B Holder acknowledges that the information provided by it to the
Note A-1


 






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Holder, the Note A-2 Holder and the Note A-3 Holder may be incorporated into the offering documents for a Securitization.
The Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and each Rating Agency shall be entitled to rely on the information
supplied by, or on behalf of, the Note B Holder.


 


(b)          Each
of the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder may, at its election, deliver to the Note B Holder drafts
of the preliminary and final Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure
documents and the servicing agreement at such time as it deems necessary or appropriate in connection with the Securitization
of the related Note A-1, Note A-2 or Note A-3. The Note B Holder may, at its election, review and comment thereon insofar as it
relates to Note B and/or the Note B Holder, and, if the Note B Holder elects to review and comment, the Note B Holder shall review
and comment thereon as soon as possible but in no event later than two (2) Business Days of its receipt thereof (or five (5) Business
Days after receipt, in the case of the first draft thereof delivered to the Note B Holder) and if the Note B Holder fails to respond
within such time, the Note B Holder shall be deemed to have elected to not comment thereon, provided that if the Note B
Holder 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 Note B Holder fails to respond by such time, the Note B Holder
shall be deemed to have elected to not comment thereon. In the event of any disagreement between the Note B Holder with respect
to the preliminary and final offering memoranda, prospectus supplement, free writing prospectus or any other disclosure documents
the Note A-1 Holder’s, the Note A-2 Holder’s and the Note A-3 Holder’s determination shall control. Note B Holder
has no obligation and shall have no liability with respect to any such offering documents other than the accuracy of any comments
it elects to make or refrain from making, regarding itself, provided that Lead Securitization Note Holder shall reimburse the
Note B Holder for any out of pocket costs and expenses incurred by Note B Holder pursuant to this Section 24.


 


(c)          Notwithstanding
anything herein to the contrary, the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder acknowledge and agree that (i)
the Note B Holder shall not be required to incur any out-of-pocket expenses in connection with a Securitization of Note A-1, Note
A-2 or Note A-3 and (ii) the Note B Holder shall not be required to disclose any of the beneficial owners of the managed account
on behalf of which it is holding Note B.


 


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


 






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


 


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


 


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


 


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


 


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


 


Section
27.          Modifications. This Agreement shall not be modified, cancelled
or terminated except by an instrument in writing signed by the parties hereto (other than as set forth in Section 5(b)).
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 assigns. Except
as provided herein, none of the provisions of this Agreement shall be for the benefit of or enforceable by any Person not a party
hereto. Subject to Section 19, each Noteholder may assign or delegate its rights or obligations under this Agreement. Upon
any such assignment, the assignee shall be entitled to all rights and benefits of the Note A-1 Holder, the Note A-2 Holder or
the Note A-3 Holder or the Note B Holder, as applicable, hereunder, including, without limitation, the right to make further assignments
and grant additional Notes.


 


Section
29.          Counterparts. This Agreement may be executed in any number
of counterparts and all of such counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart
of a signature page of this Agreement in Portable Document


 






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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 Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or the Mortgage Loan Borrower shall be required by law to deduct
and withhold Taxes from interest, fees or other amounts payable to the Note B Holder with respect to the Mortgage Loan as a result
of the Note B Holder constituting a Non-Exempt Person, the Lead Securitization Note Holder, in its capacity as servicer, shall
be entitled to do so with respect to the Note B Holder’s interest in such payment (all withheld amounts being deemed paid
to the Note B Holder), provided that the Lead Securitization Note Holder shall furnish such Note B Holder with a statement
setting forth the amount of Taxes withheld, the applicable rate and other information which may reasonably be requested for purposes
of assisting such Note B Holder to seek any allowable credits or deductions for the Taxes so withheld in each jurisdiction in
which the Note B Holder is subject to tax.


 


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


 






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relating to the foregoing indemnification using counsel selected by the Lead Securitization Note Holder.


 


(c)          The
Note B Holder represents to the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder (for the benefit of the Mortgage
Loan Borrower) that it is not a Non-Exempt Person and that none of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder
or 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 Note B Holder shall deliver to the Lead Securitization Note Holder or Servicer,
as applicable, evidence satisfactory to the Lead Securitization Note Holder substantiating that the Note B Holder is not a Non-Exempt
Person and that the Lead Securitization Note Holder is not obligated under applicable law to withhold Taxes on sums paid to it
with respect to the Mortgage Loan or otherwise under this Agreement. Without limiting the effect of the foregoing, (i) if the
Note B Holder is created or organized under the laws of the United States, any state thereof or the District of Columbia, it shall
satisfy the requirements of the preceding sentence by furnishing to the Lead Securitization Note Holder an Internal Revenue Service
Form W-9 and (ii) if the Note B Holder is not created or organized under the laws of the United States, any state thereof or the
District of Columbia, and if the payment of interest or other amounts by the Mortgage Loan Borrower is treated for United States
income tax purposes as derived in whole or part from sources within the United States, the Note B Holder shall satisfy the requirements
of the preceding sentence by furnishing to the Lead Securitization Note Holder Internal Revenue Service Form W-8ECI, Form W-8IMY
(with appropriate attachments) or Form W-8BEN, or successor forms, as may be required from time to time, duly executed by the
Note B Holder, as evidence of the Note B Holder’s exemption from the withholding of United States tax with respect thereto.
The Lead Securitization Note Holder shall not be obligated to make any payment hereunder to the Note B Holder in respect of Note
B or otherwise until the Note B Holder shall have furnished to the Lead Securitization Note Holder the requested forms, certificates,
statements or documents.


 


Section
34.          Custody of Mortgage Loan Documents. The originals of all
of the Mortgage Loan Documents (other than the Non-Lead Securitization Notes and Note B) will be held by the Lead Securitization
Note Holder (or a custodian acting on behalf of the Lead Securitization Note Holder) on behalf of the registered holders of the
Notes.


 


Section
35.          [Reserved] 


 


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


 






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All
notices and reports (including, without limitation, Asset Status Reports) required to be delivered hereunder by the Lead Securitization
Note Holder (or the Servicer on its behalf) to the Controlling Noteholder (or its Operating Advisor), or by the Controlling Noteholder
(or its Operating Advisor) to the Lead Securitization Note Holder (or the Servicer on its behalf), shall also be delivered by
the applicable party to the Non-Lead Securitization Note Holders.


 


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


 


Section
38.          Certain Matters Affecting the Agent.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


The
Agent may resign at any time on ten (10) days’ prior notice, so long as a successor Agent, reasonably satisfactory to the
Noteholders (it being agreed that the Servicer, the Trustee or a Certificate Administrator in a Securitization is satisfactory
to the Noteholders), has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. CFI, as


 






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Initial Agent,
may transfer its rights and obligations to the Servicer, the Trustee or the Certificate Administrator, as successor Agent, at
any time without the consent of any Noteholder. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously
with the closing of the Lead Securitization, the Servicer shall be deemed to have been automatically appointed as the successor
Agent under this Agreement in place of CFI without any further notice or other action. The termination or resignation of such
Servicer, as Master Servicer under the Servicing Agreement, shall be deemed a termination or resignation of such Servicer as Agent
under this Agreement, and any successor master servicer shall be deemed to have been automatically appointed as the successor
Agent under this Agreement in place thereof without any further notice or other action.


 


Section
40.          Resizing.
In connection with the Mortgage Loan, the Note B Holder agrees that if, in connection with a Securitization, it is advantageous
to resize or otherwise change the size of Note A-2 or Note A-3, the Note B Holder shall reasonably cooperate with the Note A-2
Holder and the Note A-3 Holder to resize Note A-2 and Note A-3 in connection therewith and shall reasonably cooperate with the
Note A-2 Holder and the Note A-3 Holder to amend this Agreement to split Note A-1, Note A-2 and/or Note A-3 into a Note A and
Note B and recharacterize Note B as Note C with the same rights and remedies (including cure periods) as set forth herein. In
connection with the resizing of the Notes, the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder 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.  





	 	 	 
	 	COLUMN FINANCIAL, INC., as Initial Note A-1
    Holder and Initial Agent
	 	 	 
	 	By:	/s/ N. Dante
    La Rocca 
	 	 	Name:   N. Dante
    La Rocca
	 	 	Title:     Authorized Signatory









	 	 	 
	 	COLUMN FINANCIAL, INC., as Initial Note A-2
    Holder 
	 	 	 
	 	By:	/s/ N. Dante
    La Rocca 
	 	 	Name:   N. Dante
    La Rocca
	 	 	Title:    Authorized Signatory









	 	 	 
	 	COLUMN
FINANCIAL, INC., as Initial Note A-3 Holder
	 	 	 
	 	By:	 /s/ N. Dante
    La Rocca
	 	 	Name:   N. Dante
    La Rocca
	 	 	Title:     Authorized Signatory









	 	 	 
	 	COLUMN FINANCIAL, INC., as Initial Note B Holder 
	 	 	 
	 	By:	/s/ N. Dante
    La Rocca 
	 	 	Name:   N. Dante
    La Rocca
	 	 	Title:     Authorized Signatory





 


AGREEMENT
BETWEEN NOTEHOLDERS – SOHO GRAND 


 




    	 



    	 



    

 


EXHIBIT
A



MORTGAGE LOAN SCHEDULE


 


A.          Description
of Mortgage Loan:


 


	Mortgage
    Loan Agreement:	Loan
    Agreement, dated as of November 4, 2014 between Column Financial, Inc., as Lender and the Mortgage Loan Borrower
	Mortgage
    Loan Borrower:	Tribeca
    Grand Hotel, Inc. and Soho Grand Hotel, Inc.
	Date
    of the Mortgage Loan Agreement and the Mortgage: 	November
    4, 2014
	Initial
    Principal Amount of Mortgage Loan:	$250,000,000.00
	Location
    of Mortgaged Property:	New
    York, New York
	Initial
    Maturity Date:	November
    6, 2024


 


B.          Description
of Note Interests:


 


	Initial
    Note A-1 Principal Balance:	$110,000,000.00
	Initial
    Note A-2 Principal Balance:	$65,000,000.00
	Initial
    Note A-3 Principal Balance:	$50,000,000.00
	Initial
    Note B Principal Balance:	$25,000,000.00
	Initial
    Note A-1 Percentage Interest: 	44.00%
	Initial
    Note A-2 Percentage Interest: 	34.00%
	Initial
    Note A-3 Percentage Interest: 	12.00%
	Initial
    Note B Percentage Interest:	10.00%
	Initial
    Note A-1 Rate:	4.0211%



  



    	A-1



    	 



    




 


	Initial
    Note A-2 Rate:	4.0221739130%
	Initial
    Note A-3 Rate:	4.0221739130%
	Initial
    Note B Rate:	6.00%



 



    	A-2



    	 



    

 


EXHIBIT
B


 


Initial Note A-1 Holder:

Column Financial, Inc.



Notice Address:

Column Financial, Inc.

11 Madison Avenue, 4th Floor

New York, New York 10010

Attention: N. Dante LaRocca



with a copy to:



Column Financial, Inc.

11 Madison Avenue, 4th Floor

New York, New York 10010

Attention: Gregory Walker 


 


Initial Note A-2 Holder:

Column Financial, Inc.



Notice Address:

Column Financial, Inc.

11 Madison Avenue, 4th Floor

New York, New York 10010

Attention: N. Dante LaRocca



with a copy to:



Column Financial, Inc.

11 Madison Avenue, 4th Floor

New York, New York 10010

Attention: Gregory Walker


 






    	B-1



    	 



    




 


Initial Note A-3 Holder:

Column Financial, Inc.



Notice Address:

Column Financial, Inc.

11 Madison Avenue, 4th Floor

New York, New York 10010

Attention: N. Dante LaRocca



with a copy to:



Column Financial, Inc.

11 Madison Avenue, 4th Floor

New York, New York 10010

Attention: Gregory Walker 


 


Initial Note B Holder:

Column Financial, Inc.



Notice Address:

Column Financial, Inc.

11 Madison Avenue, 4th Floor

New York, New York 10010

Attention: N. Dante LaRocca



with a copy to:



Column Financial, Inc.

11 Madison Avenue, 4th Floor

New York, New York 10010

Attention: Gregory Walker


 




    	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 


 




    	C-1



    	 



    

 


SCHEDULE
I 


 


The
Servicing Agreement shall provide that:


 


(i)          the
applicable Master Servicer or Trustee for the Lead Securitization shall be required to provide written notice to each Non-Lead
Master Servicer and Non-Lead Trustee of any P&I Advance it has made with respect to the Lead Securitization Note within
two (2) Business Days of making such advance;


 


(ii)         if
the Master Servicer determines that a proposed P&I Advance with respect to the Lead Securitization Note or Servicing Advance
with respect to the Mortgage Loan, if made, or any outstanding P&I Advance or Servicing Advance previously made, would be,
or is, as applicable, a Nonrecoverable Servicing Advance, the Master Servicer shall provide each Non-Lead Master Servicer written
notice of such determination promptly after such determination was made together with such reports that the Master Servicer delivered
to the Special Servicer or Trustee in connection with notification of its determination of nonrecoverability;


 


(iii)        the
Master Servicer shall remit all payments received with respect to the Non-Lead Securitization Notes, net of the Servicing Fee
payable with respect to each such Non-Lead Securitization Note, and any other applicable fees and reimbursements payable to the
Master Servicer, the Special Servicer and the Trustee to the other Holders on or prior to the Business Day immediately preceding
the Master Servicer Remittance Date (as such term is defined in the Servicing Agreement);


 


(iv)        with
respect to each Non-Lead Securitization Note that is held by a Securitization, the Certificate Administrator agrees to make available
to each of the Non-Lead Securitization Note Holders or, if such Non-Lead Securitization Note is securitized, to each of the Non-Lead
Master Servicers (or, if so requested, the related certificate administrator) certain reports required to be delivered pursuant
to Section 4.02 of the Servicing Agreement (which shall include all loan-level reports constituting the CREFC Investor Reporting
Package) to the extent related to the Mortgage Loan or the Non-Lead Securitization Note;


 


(v)         the
Master Servicer shall provide (in electronic media) to each Non-Lead Securitization Note Holder (i) copies of operating statements
and rent rolls; (ii) annual CREFC® NOI Adjustment Worksheets (with annual operating statements as exhibits); and
(iii) annual CREFC® Operating Statement Analysis Reports, in each case prepared, received or obtained by it pursuant
to the Servicing Agreement with respect to the Mortgaged Propert(y)(ies) securing the Non-Lead Securitization Notes;


 


(vi)        the
servicing duties of each of the Master Servicer and Special Servicer under the Servicing Agreement shall include the duty to service
the Mortgage Loan and all of the Notes on behalf of the Note Holders (including the respective trustees and certificateholders)
in accordance with (i) applicable laws, (ii) this Agreement and the


 






    	C-1



    	 



    

 


Servicing Agreement and (iii) to the extent consistent with
the foregoing, the Servicing Standard;


 


(vii)       the
Servicing Standard in the Servicing Agreement shall require, among other things, that each Servicer, in servicing the Mortgage
Loan, must take into account the interests of each Note Holder and act in the best interests and for the benefit of the Noteholders
together with the certificateholders of the Lead Securitization, as a collective whole as if such Noteholders and certificateholders
constituted a single lender;


 


(viii)      the
Non-Lead Securitization Note Holders shall be entitled to the same indemnity as the Lead Securitization Note Holder under the
Servicing Agreement; each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Senior
Trust Advisor shall be required to indemnify each Certification Party, each Non-Lead Depositor and each Non-Lead Securitization
Note Holder and their respective employees, directors and officers for all claims, losses, damages, penalties, fines, forfeitures,
legal fees and expenses and related costs, judgments and any other costs, fees and expenses, including any reasonable out-of-pocket
legal or other expenses incurred in connection with investigating or defending any such action or claim, arising out of (i) the
failure to deliver the items in clause (ix) below, (ii) negligence, bad faith or willful misconduct on its part in the
performance of such obligations, (iii) any failure by a Servicer to identify a Servicing Function Participant under such Article
X of the Lead Securitization Agreement retained by it by the time required after giving effect to any applicable grace period
and cure period and/or (iv) delivery of any Deficient Exchange Act Deliverable regarding, and delivered by or on behalf of, such
party;


 


(ix)         with
respect to any Non-Lead Securitization that is subject to following reporting requirements under the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934 (including Rule 15Ga-1), as amended, and Regulation AB, (a) the Master Servicer,
any primary servicer, the Special Servicer, the Trustee and the certificate administrator or other party acting as custodian for
the Lead Securitization shall be required to deliver (and shall be required to cause each other servicer and servicing function
participant (within the meaning of Items 1123 and 1122, respectively, of Regulation AB) retained or engaged by it to deliver;
provided that such party shall only be required to use commercially reasonable efforts to cause an Initial Sub-Servicer to deliver),
in a timely manner (i) the reports, certifications, compliance statements, accountants’ assessments and attestations, information
to be included in reports (including, without limitation, Form ABS-15G, Form 10-K, Form 10-D and Form 8-K), and (ii) upon request,
any other materials specified in each of the Non-Lead Servicing Agreements, in the case of clauses (i) and (ii),
as the Non-Lead Depositor or the Non-Lead Trustee to the applicable Securitization reasonably believes, in good faith, are required
in order for the Non-Lead Depositor or the Non-Lead Trustee to comply with their obligations under the Securities Act of 1933,
the Securities Exchange Act of 1934 (including Rule 15Ga-1, as amended) and Regulation AB, and (b) without limiting the generality
of the foregoing (x) the Trustee or Certificate Administrator, as applicable, shall, upon request, provide or cause to be provided
with notice in a timely manner to each Non-Lead Depositor and Non-Lead Trustee for any Non-Lead Securitization a copy of the Servicing
Agreement and (y) the Master Servicer and Special Servicer shall, upon


 






    	I-2



    	 



    

 


reasonable prior written request, and subject to the right
of the Master Servicer or the Special Servicer, as the case may be, to review and approve such disclosure materials, permit a
holder of a related Non-Lead Securitization Note to use such party’s description contained in the Lead Securitization prospectus
(updated as appropriate by the Master Servicer or Special Servicer, as applicable, at the cost of the Non-Lead Depositor) for
inclusion in the disclosure materials relating to any securitization of a Non-Lead Securitization Note and (z) the Master Servicer
and Special Servicer, shall provide indemnification agreements, opinions and Regulation AB compliance letters as were or are being
delivered with respect to the Lead Securitization (in each case, at the cost of the Non-Lead Depositor). The Master Servicer and
the Special Servicer shall each be required to provide certification and indemnification to any Certifying Person with respect
to any applicable Sarbanes-Oxley Certification (or analogous terms);


 


(x)          the
Non-Lead Depositor shall be entitled to indemnification from and against any claims, losses, damages, penalties, fines, forfeitures,
legal fees and expenses and related costs, judgments and other costs and expenses, including any reasonable out-of-pocket legal
or other expenses incurred in connection with investigating or defending any such action or claim, arising out of (i) an actual
breach by the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, of its
obligations under Article X of the Servicing Agreement, (ii) negligence, bad faith or willful misconduct on the part of the Master
Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, in the performance of such obligations
under the Servicing Agreement, or (iii) delivery of any Deficient Exchange Act Deliverable regarding, and delivered by or on behalf
of, the Non-Lead Depositor;


 


(xi)         the
Non-Lead Securitization Note Holders are intended third-party beneficiaries in respect of the rights afforded them under the Servicing
Agreement and the Non-Lead Master Servicers will be entitled to enforce the rights of the Non-Lead Securitization Note Holders
under this Agreement and the Servicing Agreement;


 


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


 


(xiii)       if
any action relating to the servicing and administration of the Mortgage Loan requires delivery of a Rating Agency Confirmation
as a condition precedent to such action, then, except as set forth in the Servicing Agreement, such action shall also require
delivery of a Rating Agency Confirmation from any Rating Agency that was engaged by a participant in the applicable Non-Lead Securitization
to assign a rating to the related commercial mortgage pass-through certificates issued in connection with such Non-Lead Securitization;


 


(xiv)       Servicer
Termination Events (or analogous term) with respect to the Master Servicer and the Special Servicer shall include (i) the failure
to timely remit payments to the Non-Lead Securitization Note Holders, which failure continues unremedied for one


 






    	I-3



    	 



    

 


business day
following the date on which such payment was to be made; and (ii) the failure to provide to the Non-Lead Securitization Note Holders
(if and to the extent required under the applicable Non-Lead Securitization) reports required under the Securities Exchange Act
of 1934, as amended, and the rules and regulations thereunder, in a timely fashion. Upon the occurrence of such a Servicer Termination
Event affecting a Non-Lead Securitization Note Holder, the Trustee shall, upon the direction of the related Non-Lead Securitization
Note Holder, require the appointment of a subservicer with respect to the related Non-Lead Securitization Note;


 


(xv)        compensating
interest payments as defined therein with respect to each Note will be allocated by the Master Servicer between each Note, pro
rata, in accordance with their respective principal amounts. The Master Servicer shall remit any compensating interest payment
in respect of a Non-Lead Securitization Note to the related Non-Lead Securitization Note Holder; and


 


(xvi)       any
conflict between the Servicing Agreement and this Agreement shall be resolved in favor of this Agreement.


 






    	I-4