Exhibit 4.10 


 


 


EXECUTION VERSION


 


  


CO-LENDER
AGREEMENT



 


Dated
as of August 18, 2015



by and among



 


UBS
REAL ESTATE SECURITIES INC.

(Initial Note A-1 Holder)


 


and


 


UBS
REAL ESTATE SECURITIES INC.

(Initial Note A-2 Holder)


 


and


 


UBS
REAL ESTATE SECURITIES INC.

(Initial Note A-3 Holder)


 


WPC
Department Store Portfolio


 






    	 



    	 



    

 


TABLE
OF CONTENTS


 





	 	 	Page
	 	 	 
	Section 1	Definitions	1
	Section 2	Servicing of the Mortgage Loan	17
	Section 3	Priority of Payments	23
	Section 4	Workout	24
	Section 5	Administration of the Mortgage Loan	24
	Section 6	Rights of the Controlling Note Holder	29
	Section 7	Appointment of Special Servicer	32
	Section 8	Payment Procedure	32
	Section 9	Limitation on Liability of the Note Holders	33
	Section 10	Bankruptcy	34
	Section 11	Representations of the Note Holders	34
	Section 12	No Creation of a Partnership or Exclusive Purchase Right	35
	Section 13	Other Business Activities of the Note Holders	35
	Section 14	Sale of the Notes	35
	Section 15	Registration of the Notes and Each Note Holder	38
	Section 16	Governing Law; Waiver of Jury Trial	39
	Section 17	Submission To Jurisdiction; Waivers	39
	Section 18	Modifications	40
	Section 19	Successors and Assigns; Third Party Beneficiaries	40
	Section 20	Counterparts	40
	Section 21	Captions	40
	Section 22	Severability	40
	Section 23	Entire Agreement	40
	Section 24	Withholding Taxes	41
	Section 25	Custody of Mortgage Loan Documents	42
	Section 26	Cooperation in Securitization	42
	Section 27	Notices	43
	Section 28	Broker	44
	Section 29	Certain Matters Affecting the Agent	44
	Section 30	Resignation of Agent	44
	Section 31	Resizing	45









 






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THIS
CO-LENDER AGREEMENT (this “Agreement”), dated as of August 18, 2015 by and among UBS REAL ESTATE SECURITIES
INC. (“UBSRES” and together with its successors and assigns in interest, in its capacity as initial owner of
the Note A-1, the “Initial Note A-1 Holder” and in its capacity as the initial agent, the “Initial
Agent”), UBS REAL ESTATE SECURITIES INC. (together with its successors and assigns in interest, in its capacity as initial
owner of the Note A-2, the “Initial Note A-2 Holder”) and UBS REAL ESTATE SECURITIES INC. (together with its
successors and assigns in interest, in its capacity as initial owner of the Note A-3, the “Initial Note A-3 Holder”
and, together with the Initial Note A-1 Holder and the Initial Note A-2 Holder, the “Initial Note Holders”).


 


W I T N E S S E T H:


 


WHEREAS,
pursuant to the Mortgage Loan Agreement (as defined herein), UBSRES originated a certain loan described on the schedule attached
hereto as Exhibit A (the “Mortgage Loan Schedule”) (the “Mortgage Loan”) to the mortgage
loan borrower described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which was evidenced,
inter alia, by two promissory notes (as amended, modified or supplemented, the “Notes”) (i) one
promissory note in the original principal amount of $15,000,000 (“Note A-1”) made by the Mortgage Loan Borrower
in favor of the Initial Note A-1 Holder (“Initial Note A-1”), (ii) one promissory note in the original
principal amount of $25,000,000 (“Note A-2”) made by the Mortgage Loan Borrower in favor of the Initial Note
A-2 Holder (“Initial Note A-2”) and (iii) one promissory note in the original principal amount of
$17,170,000 (“Note A-3”), made by the Mortgage Loan Borrower in favor of the Initial Note A-3 Holder (“Initial Note A-3”);
and secured by a first mortgage (as amended, modified or supplemented, the “Mortgage”) on certain real property
located as described in the Loan Agreement (collectively, the “Mortgaged Property”); and


 


WHEREAS,
the Initial Note A-1 Holder, the Initial Note A-2 Holder and the Initial Note A-3 Holder desire to enter into this Agreement to
memorialize the terms under which they, and their successors and assigns, shall hold Note A-1, Note A-2 and Note A-3, respectively;


 


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


 


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


 


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


 






    	 



    	 



    

 


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


 


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


 


“Agent
Office” shall mean the designated office of the Agent in the State of New York, which office at the date of this Agreement
is the office of the Initial Note A-3 Holder listed on Exhibit B hereto and which is the address to which notices to and correspondence
with the Agent should be directed. The Agent may change the address of its designated office by notice to the Noteholders.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Collection
Account” shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 






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


 


“Controlling
Class Representative” shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement.


 


“Controlling
Note Holder” shall mean the Note A-2 Holder; provided that at any time Note A-2 is included in a Securitization,
references to the “Controlling Note Holder” herein shall mean the holders of the majority of the class of securities
issued in such Securitization designated as the “controlling class” or such other class(es) otherwise assigned the
rights to exercise the rights of the “Controlling Note Holder” hereunder, as and to the extent provided in
the related Securitization Servicing Agreement; provided that, if at any time 50% or more of Note A-2 (or the class of
securities issued under the Note A-2 PSA designated as the “controlling class” or such other class(es) otherwise assigned
the rights to exercise the rights of the “Controlling Note Holder”) is held by the Mortgage Loan Borrower or an Affiliate
of the Mortgage Loan Borrower, Note A-2 (or the class of securities issued under the Note A-2 PSA designated as the “controlling
class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Note Holder”)
shall not be entitled to exercise any rights of the Controlling Note Holder.


 


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


 


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


 


“Depositor”
shall mean (a) with respect to the Note A-1 Securitization, the depositor under the Note A-1 PSA, (b) with respect to the Note
A-2 Securitization, the depositor under the Note A-2 PSA, and (c) with respect to the Note A-3 Securitization, Credit Suisse First
Boston Mortgage Securities Corp..


 


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


 


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


 


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


 


“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.


 






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


 


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


 


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


 


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


 


“Interested
Person” shall have the meaning given to such term or one or more analogous terms in the Lead Securitization Servicing
Agreement.


 


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


 


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


 


“Lead
Securitization” shall mean (a) during the period from and after the Note A-3 Securitization Date and prior to the Note
A-2 Securitization Date, the Note A-3 Securitization, and (b) on and after the Note A-2 Securitization Date, the Note A-2 Securitization.


 


“Lead
Securitization Note” shall mean (a) during the period from and after the Note A-3 Securitization Date and prior to the
Note A-2 Securitization Date, Note A-3, and (b) on and after the Note A-2 Securitization Date, Note A-2.


 


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


 






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“Lead
Securitization Servicing Agreement” shall mean (i) during the period from and after the Note A-3 Securitization Date
and prior to the Note A-2 Securitization Date, the Note A-3 PSA, (ii) on and after the Note A-2 Securitization Date, the Note
A-2 PSA, and (iii) on and after the date on which the Mortgage Loan is no longer subject to the provisions of the Lead Securitization
Servicing Agreement, the “Lead Securitization Servicing Agreement” shall be determined in accordance with the second
paragraph of Section 2(a).


 


“Lead
Securitization Controlling Class Representative” shall mean the “Controlling Class Representative” or similar
term as defined in the Lead Securitization Servicing Agreement.


 


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


 


“Major
Decisions” shall have the meaning given to such term or one or more analogous terms in the Lead Securitization Servicing
Agreement; provided that at any time none of Note A-1, Note A-2 or Note A-3 is included in a Securitization “Major
Decision” shall mean:


 


(i)         any
proposed or actual foreclosure upon or comparable conversion (which shall include acquisitions of any REO Property) of the ownership
of the property or properties securing the Mortgage Loan if it comes into and continues in default;


 


(ii)        any
modification, consent to a modification or waiver of any monetary term (other than late fees and default interest) or material
non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of the Mortgage
Loan or any extension of the maturity date of the Mortgage Loan;


 


(iii)       following
a default or an event of default with respect to the Mortgage Loan, any exercise of remedies, including the acceleration of the
Mortgage Loan or initiation of any proceedings, judicial or otherwise, under the related Mortgage Loan Documents;


 


(iv)        any
sale of the Mortgage Loan (when it is a Defaulted Mortgage Loan) or REO Property for less than the applicable Purchase Price (as
defined in the Lead Securitization Servicing Agreement);


 


(v)         any
determination to bring the Mortgaged Property or an REO Property into compliance with applicable environmental laws or to otherwise
address any Hazardous Materials (as defined in the Lead Securitization Servicing Agreement) located at the Mortgaged Property
or an REO Property;


 


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


 






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(vii)       any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Mortgage Loan or any consent
to such a waiver or consent to a transfer of the Mortgaged Property or interests in the borrower;


 


(viii)      any
incurrence of additional debt by a borrower or any mezzanine financing by any beneficial owner of a borrower (to the extent that
the lender has consent rights pursuant to the related Mortgage Loan Documents);


 


(ix)        any
material modification, waiver or amendment of an intercreditor agreement, co-lender agreement or similar agreement with any mezzanine
lender or subordinate debt holder related to the Mortgage Loan, or any action to enforce rights (or decision not to enforce rights)
with respect thereto, or any material modification, waiver or amendment thereof;


 


(x)         any
property management company changes, including, without limitation, approval of the termination of a manager and appointment of
a new property manager or franchise changes (in each case, if the lender is required to consent or approve such changes under
the Mortgage Loan Documents);


 


(xi)        releases
of any material amounts from any escrow accounts, reserve funds or letters of credit, in each case, held as performance escrows
or reserves, other than those required pursuant to the specific terms of the related Mortgage Loan Documents and for which there
is no lender discretion;


 


(xii)       any
acceptance of an assumption agreement releasing a borrower, guarantor or other obligor 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;


 


(xiii)      any
determination of an Acceptable Insurance Default;


 


(xiv)      any
determination by the Master Servicer to transfer the Mortgage Loan to the Special Servicer under the circumstances described in
paragraph (c) of the definition of “Specially Serviced Loan” (as defined in the Lead Securitization Servicing Agreement);
or


 


(xv)       any
approval of a Major Lease (as defined in the Mortgage Loan Documents) to the extent lender’s approval is required by the
Mortgage Loan Documents.


 


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


 


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


 


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


 






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


 


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


 


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


 


“Mortgage
Loan Agreement” shall mean the Loan Agreement, dated as of June 26, 2015, between BT (MULTI) LLC, as Borrower, and UBSRES,
as Lender, as the same may be further amended, restated, supplemented or otherwise modified from time to time, subject to the
terms hereof.


 


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


 


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


 


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


 


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


 


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


 


“New
Notes” shall have the meaning assigned to such term in Section 31.


 


“Non-Controlling
Notes” means Note A-1 and Note A-3.


 


“Non-Controlling
Note Holders” mean the Note A-1 Holder and the Note A-3 Holder; provided that at any time any such holder’s
Note is included in a Securitization references to such “Non-Controlling Note Holder” herein shall mean the Controlling
Class Representative or any other party assigned the rights to exercise the rights of the any “Non-Controlling Note Holder”
hereunder, as and to the extent provided in the related Securitization Servicing Agreement and as to the identity of which the
Lead Securitization Note Holder (and the Master Servicer and the Special Servicer) has been given written notice; provided
that if at any time 50% or more of Note A-2 is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower,
Note A-2 shall not be entitled to exercise any rights of the Controlling Note Holder and the Note A-3 Holder shall be the Controlling
Note Holder unless 50% or more of Note A-3 is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower.
If 50% or more of each of Note A-3 and Note A-2 is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower,
then the Note A-1 Holder shall be the Controlling Note Holder. If 50% or more of each of Note A-1, Note A-2 and Note-3 is held
by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, then no person shall be entitled to exercise the
rights of the Controlling Note Holder. The Lead Securitization


 






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Note Holder (or the Master Servicer or the Special Servicer acting
on its behalf) shall not be required at any time to deal with more than one party in respect of any Note that is exercising the
rights of any “Non-Controlling Note Holder” herein or under the Lead Securitization Servicing Agreement and, (x) to
the extent that the related Securitization Servicing Agreement assigns such rights to more than one party or (y) to the extent
any Note is split into two or more New Notes pursuant to Section 31, for purposes of this Agreement, the applicable Securitization
Servicing Agreement or the holders of such New Notes shall designate one party to deal with the Lead Securitization Note Holder
(or the Master Servicer or the Special Servicer acting on its behalf) and provide written notice of such designation to the Lead
Securitization Note Holder (and the Master Servicer and the Special Servicer acting on its behalf); provided that, in the
absence of such designation and notice, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting
on its behalf) shall be entitled to treat the last party as to which it has received written notice as having been designated
as a Non-Controlling Note Holder, as such Non-Controlling Note Holder under this Agreement.


 


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


 


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


 


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


 


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


 


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


 


“Non-Lead
Securitization Notes” shall mean (a) during the period from and after the Note A-3 Securitization Date and prior to
the Note A-2 Securitization Date, Note A-2 and Note A-3, and (b) on and after the Note A-2 Securitization Date, Note A-1 and Note
A-3.


 


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


 


“Non-Lead
Securitization Servicing Agreement” shall mean after the Note A-2 Securitization Date, the Note A-1 PSA and the Note
A-3 PSA.


 


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


 






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


 


“Nonrecoverable
Property Advance” shall have the meaning set forth in the Lead Securitization Servicing Agreement.


 


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


 


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


 


“Note
A-1 Master Servicer” shall mean the master servicer under the Note A-1 PSA.


 


“Note
A-1 Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note
A-1 Principal 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 Section 3 or 4, as applicable.


 


“Note
A-1 PSA” shall mean Pooling and Servicing Agreement dated as of August 1, 2015, among Credit Suisse First Boston Mortgage
Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo
Bank, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor, which relates to the CSAIL 2015-C3
Commercial Mortgage Trust.


 


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


 


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


 


“Note
A-1 Special Servicer” shall mean the special servicer under the Note A-1 PSA.


 


“Note
A-1 Trustee” shall mean the trustee under the Note A-1 PSA.


 


“Note
A-1 Trust Fund” shall mean the trust formed pursuant to the Note A-1 PSA.


 


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


 


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


 


“Note
A-2 Master Servicer” shall mean the master servicer under the Note A-2 PSA.


 






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“Note
A-2 Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note
A-2 Principal 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 Section 3 or 4, as applicable.


 


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


 


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


 


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


 


“Note
A-2 Special Servicer” shall mean the special servicer under the Note A-2 PSA.


 


“Note
A-2 Trustee” shall mean the trustee under the Note A-2 PSA.


 


“Note
A-2 Trust Fund” shall mean the trust formed pursuant to the Note A-2 PSA.


 


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


 


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


 


“Note
A-3 Master Servicer” shall mean the master servicer under the Note A-3 PSA.


 


“Note
A-3 Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note
A-3 Principal 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 Section 3 or 4, as applicable.


 


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


 


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


 


“Note
A-3 Securitization Date” shall mean the closing date of the Note A-3 Securitization.


 


“Note
A-3 Special Servicer” shall mean the special servicer under the Note A-3 PSA.


 






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“Note
A-3 Trustee” shall mean the trustee under the Note A-3 PSA.


 


“Note
A-3 Trust Fund” shall mean the trust formed pursuant to the Note A-3 PSA.


 


“Note
Holder Representative” shall mean a Controlling Note Holder Representative or a Non-Controlling Note Holder Representative,
as applicable.


 


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


 


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


 


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


 


“Notes”
shall mean, collectively, Note A-1, Note A-2 and Note A-3.


 


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


 


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


 


“Percentage
Interest” shall mean, (a) with respect to the Note A-1 Holder, 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 and the Note A-3 Principal Balance, (b) with respect to the Note A-2 Holder, 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 and the Note A-3 Principal Balance and (c) with respect to the Note A-3 Holder, 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 and the Note A-3 Principal Balance.


 


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


 


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


 


“Pro
Rata and Pari Passu Basis” shall mean with respect to the Notes and the Note Holders, the allocation of any particular
payment, collection, cost, expense, liability or other amount between such Notes or such Note Holders, as the case may be, without
any priority of any such Note or any such Note Holder over another such Note or Note Holder, as the case may 


 






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be, and in any event
such that each Note or Note Holder, as the case may be, is allocated its respective Percentage Interest of such particular payment,
collection, cost, expense, liability or other amount.


 


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


 


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


 


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


 


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


 


(c)           one
or more of the following:


 


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


 


 (ii)        an
investment company, money management firm or a “qualified institutional buyer” within the meaning of Rule 144A under
the Securities Act of 1933, as amended, or an “accredited investor” within the meaning of Rule 501(a) (1), (2), (3)
or (7) of Regulation D under the Securities Act of 1933, as amended, or


 


 (iii)      a
Qualified Trustee in connection with (a) a securitization of, (b) the creation of collateralized debt obligations (“CDO”)
secured by, or (c) a financing through an “owner trust” of, a Note or any interest therein (any of the foregoing,
a “Securitization Vehicle”), provided that (1) one or more classes of securities issued by such
Securitization Vehicle is initially rated at least investment grade by each of the Rating Agencies that assigned a rating to one
or more classes of securities issued in connection with that Securitization (it being understood that with respect to any Rating
Agency that assigned such a rating to the securities issued by such Securitization Vehicle, a Rating Agency Confirmation will
not be required in connection with a transfer of such Note or any interest therein to such Securitization Vehicle); (2) in
the case of a Securitization Vehicle that is not a CDO, the special servicer of such Securitization Vehicle has a Required Special
Servicer Rating or is otherwise acceptable to the Rating Agencies rating each Securitization (such entity, an “Approved
Servicer”) and such Approved Servicer


 






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is required to service and administer such Note or any interest therein in accordance
with servicing arrangements for the assets held by the Securitization Vehicle which require that such Approved Servicer act in
accordance with a servicing standard notwithstanding any contrary direction or instruction from any other Person; or (3) in
the case of a Securitization Vehicle that is a CDO, the CDO Asset Manager and, if applicable, each Intervening Trust Vehicle that
is not administered and managed by a CDO Asset Manager which is a Qualified Institutional Lender, are each a Qualified Institutional
Lender under clauses (i), (ii), (iv) or (v) of this definition, or


 


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


 


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


 


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


 


(d)           any
entity Controlled by any of the entities described in clause (b) above or approved by the Rating Agencies hereunder as a
Qualified Institutional Lender for purposes of this Agreement, or as to which the Rating Agencies have stated they would not review
such entity in connection with the subject transfer.


 


“Qualified
Trustee” means (i) a corporation, national bank, national banking association or a trust company, organized and
doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust
powers and to accept the trust conferred, having a combined capital and surplus of at least $50,000,000 and subject to supervision
or examination by federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or
(iii) an institution whose long-term senior


 






    	13



    	 



    

 


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 any Note Holder to rate the securities issued in connection with
the Securitization of the related Note; provided, however, that, at any time during which the Mortgage Loan is an
asset of one or more Securitizations, “Rating Agencies” or “Rating Agency” shall mean only
those rating agencies that are engaged from time to time to rate the securities issued in connection with the Securitizations
of the Notes.


 


“Rating
Agency Confirmation” shall mean prior to a Securitization with respect to any matter, confirmation in writing (which
may be in electronic form) by each applicable Rating Agency that a proposed action, failure to act or other event so specified
will not, in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any class
of certificates (if then rated by the Rating Agency); provided that a written waiver or other acknowledgment from the Rating
Agency indicating its decision not to review the matter for which the Rating Agency Confirmation is sought shall be deemed to
satisfy the requirement for the Rating Agency Confirmation from each Rating Agency with respect to such matter and after a Securitization,
the meaning given thereto or any analogous term in the Lead Securitization Servicing Agreement and/or the applicable Non-Lead
Securitization Servicing Agreement, as applicable, including any deemed Rating Agency Confirmation.


 


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


 


“Regulation
AB” shall mean Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100 - 229.1125,
as such rules may be amended from time to time, but only to the extent compliance is required as of the applicable date of determination,
and subject to such clarification and interpretation as have been provided by the SEC or by the staff of the SEC, or as may be
provided by the SEC or its staff from time to time.


 


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


 


“Remittance
Date” shall have the meaning given to such term or one or more analogous terms in the Lead Securitization Servicing
Agreement or either Non-Lead Securitization Servicing Agreement, as applicable (and, for the avoidance of doubt, shall refer to
the monthly date on which the applicable servicer is required to remit funds received to the applicable trustee, certificate administrator
or paying agent, as the case may be); provided, however, that no remittance shall be required to be made earlier
than one (1) Business Day after the Master Servicer’s receipt of the related Monthly Payment with respect to the Mortgage
Loan.


 


“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


 






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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 special servicer on a deal or transaction-level basis for all or a significant portion
of the related mortgage loans in other CMBS transactions rated by any of S&P, Moody’s, Morningstar, Fitch, DBRS or KBRA
and the trustee does not have actual knowledge that Morningstar has, and the replacement special servicer certifies that Morningstar
has not, with respect to any such other CMBS transaction, qualified, downgraded or withdrawn its rating or ratings on one or more
classes of such CMBS transaction citing servicing concerns of the applicable replacement as the sole or material factor in such
rating action, (v) in the case of KBRA, KBRA has not cited servicing concerns of such special servicer as the sole or material
factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation
of a ratings downgrade or withdrawal) of securities in a transaction serviced by such special servicer prior to the time of determination,
and (vi) in the case of DBRS, such special servicer is currently acting as special servicer for one or more loans included in
a commercial mortgage loan securitization that is rated by DBRS, and DBRS has not downgraded or withdrawn the then-current rating
on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation
of such special servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement
on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by
such special servicer prior to the time of determination.


 


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


 


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


 


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


 


“Securitization”
shall mean the Note A-1 Securitization, the Note A-2 Securitization or the Note A-3 Securitization, as applicable.


 


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


 


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


 


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization.


 


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


 






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“Serviced
Whole Loan Custodial Account” shall have the meaning set forth in the Lead Securitization Servicing Agreement.


 


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


 


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


 


“Servicing
Advances” shall have the meaning assigned to such term or an analogous term in the Lead Securitization Servicing Agreement.


 


“Servicing
Fee” shall have the meaning given thereto in the Lead Securitization Servicing Agreement (or other analogous term under
the Lead Securitization Servicing Agreement).


 


“Servicing
Fee Rate” shall have the meaning given thereto in the Lead Securitization Servicing Agreement (or other analogous term
under the Lead Securitization Servicing Agreement).


 


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


 


“Special
Servicer” shall mean the special servicer appointed as provided in the Lead Securitization 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.


 


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


 


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


 


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


 


“U.S.
Person” shall mean a citizen or resident of the United States, a corporation or partnership (except to the extent provided
in applicable Treasury Regulations) created or organized in or under the laws of the United States, any State thereof or the District
of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, or an estate whose
income is subject to United States federal income tax regardless of its source, or a


 






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trust if a court within the United States
is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Persons have the authority
to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations, a trust in
existence on August 20, 1996 which is eligible to elect to be treated as a U.S. Person).


 


Section
2.       Servicing of the Mortgage Loan.


 


(a)          Each
Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced as follows:
(i) from and after the Securitization Date, but prior to the Note A-2 Securitization Date, by the Note A-3 Master Servicer and
the Note A-3 Special Servicer pursuant to the terms of this Agreement and the Note A-3 PSA; and (ii) from and after the Note A-2
Securitization Date, by the Note A-2 Master Servicer and the Note A-2 Special Servicer pursuant to the terms of this Agreement
and the Note A-2 PSA; provided that the Master Servicer shall not be obligated to advance monthly payments of principal
or interest in respect of any Note other than the Lead Securitization Note if such principal or interest is not paid by the Mortgage
Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance premiums and other expenses related to
the maintenance of the Mortgaged Property and maintenance and enforcement of the lien of the Mortgage thereon, subject to the
terms of the Lead Securitization Servicing Agreement, including any provisions governing the determination of non-recoverability.
Each Note Holder acknowledges that any other Note Holder may elect, in its sole discretion, to include its Note in a Securitization
and agrees that it will, subject to Section 26, reasonably cooperate with such other Note Holder, at such other Note Holder’s
expense, to effect such Securitization. Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably
and unconditionally consents to the appointment of the Master Servicer, Operating Advisor, Certificate Administrator and the Trustee
under the Lead Securitization Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Controlling
Note Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing
of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints the Master
Servicer, the Special Servicer and the Trustee in the Lead Securitization as such Note Holder’s attorney-in-fact to sign
any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the
Lead Securitization Servicing Agreement (subject at all times to the rights of the Note Holder set forth herein and in the Lead
Securitization Servicing Agreement). In no event shall the Lead Securitization Servicing Agreement require the Servicer to enforce
the rights of any Note Holder or limit the Servicer in enforcing the rights of one Note Holder against any other Note Holder;
however, this statement shall not be construed to otherwise limit the rights of one Note Holder with respect to any other Note
Holder. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement to service the Mortgage Loan in
accordance with the Servicing Standard, the terms of the Mortgage Loan Documents, the Lead Securitization Servicing Agreement
and applicable law, shall provide information to each Servicer under each Non-Lead Securitization Servicing Agreement to enable
each such Servicer to perform its servicing duties under the applicable Non-Lead Securitization Servicing Agreement and shall
not take any action or refrain from taking any action or follow any direction inconsistent with the foregoing.


 






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


 


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


 


In
addition, each Non-Lead Securitization Note Holder (including, but not limited to, any Securitization Trust into which such Non-Lead
Securitization Note is deposited) shall be required to, promptly following notice from the Master Servicer reimburse the Lead
Securitization for such Non-Lead Securitization Note Holder’s pro rata share of any fees, costs or expenses incurred
in connection with the servicing and administration of the Mortgage Loan as to which the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee, the Operating Advisor or the Depositor, as applicable, is entitled to be reimbursed
pursuant to the Lead Securitization Servicing Agreement and any costs, fees and expenses related to obtaining


 






    	18



    	 



    

 


any Rating Agency
Confirmation, to the extent amounts on deposit in the Serviced Whole Loan Custodial Account are insufficient for reimbursement
of such amounts and to the extent that funds from general collections in the Lead Securitization are applied towards the Lead
Securitization Note Holder’s pro rata share of the insufficiency. Each Non-Lead Securitization Note Holder shall
indemnify (as and to the same extent the Lead Securitization Trust is required to indemnify each of the following parties in respect
of other mortgage loans in the Lead Securitization Trust pursuant to the terms of the Lead Securitization Servicing Agreement)
each of the Depositor under the Lead Securitization Servicing Agreement, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, the Operating Advisor (and any director, officer, employee or agent of any of the foregoing, to the
extent such parties are identified as indemnified parties in the Lead Securitization Servicing Agreement in respect of other mortgage
loans) (the “Indemnified Parties”) against any claims, losses, penalties, fines, forfeitures, legal fees and
related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with the servicing and administration
of the Mortgage Loan and the Mortgaged Property (or, with respect to the Operating Advisor, incurred in connection with the provision
of services for the Mortgage Loan) under the Lead Securitization Servicing Agreement (collectively, the “Indemnified
Items”) to the extent of its pro rata share of such Indemnified Items, and to the extent amounts on deposit in
the Serviced Whole Loan Custodial Account are insufficient for reimbursement of such amounts, each Non-Lead Securitization Note
Holder shall be required to, promptly following notice from the Master Servicer reimburse each of the applicable Indemnified Parties
for its pro rata share of the insufficiency, provided that such Non-Lead Securitization Noteholder’s duty
to pay Indemnified Items to the Operating Advisor shall be subject to any limitations and conditions (including limitations and
conditions with respect to the timing of such payments and the sources of funds for such payments) as may be set forth from time
to time in such Non-Lead Securitization Servicing Agreement.


 


Any
Non-Lead Master Servicer may be required to make P&I Advances on the respective Non-Lead Securitization Note, from time to
time, subject to the terms of the related Non-Lead Securitization Servicing Agreement and this Agreement. The Master Servicer,
the Special Servicer and the Trustee, as applicable, shall be entitled to make their own recoverability determination with respect
to a P&I Advance to be made on the Lead Securitization Note based on the information that they have on hand and in accordance
with the Lead Securitization Servicing Agreement. Any Non-Lead Master Servicer, any Non-Lead Special Servicer and any Non-Lead
Trustee under any Non-Lead Securitization Servicing Agreement, as applicable, shall be entitled to make its own recoverability
determination with respect to a P&I Advance to be made on the related Non-Lead Securitization Note based on the information
that they have on hand and in accordance with the related Non-Lead Securitization Servicing Agreement. The Master Servicer and
the Trustee, as applicable, and any Non-Lead Master Servicer or Non-Lead Trustee, as applicable, 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 any 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 Property Advance
would be non-recoverable or an outstanding Property Advance is or would be non-recoverable, then the Master Servicer or the Trustee
(as provided in the Lead


 






    	19



    	 



    

 


Securitization Servicing Agreement, in the case of a determination of non-recoverability by the Master
Servicer, the Special Servicer or the Trustee) or such Non-Lead Master Servicer or Non-Lead Trustee (as provided in the related
Non-Lead Securitization Servicing Agreement, in the case of a determination of non-recoverability by a Non-Lead Master Servicer,
a Non-Lead Special Servicer or a Non-Lead Trustee) shall notify the Master Servicer and the Trustee, or the related Non-Lead Master
Servicer and the related Non-Lead Trustee, as the case may be, of such other Securitization within two business days of making
such determination. Each of the Master Servicer, the Trustee, any Non-Lead Master Servicer and any Non-Lead Trustee, as applicable,
will only be entitled to reimbursement for a P&I Advance that becomes non-recoverable first from the Serviced 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 Lead Securitization Servicing Agreement and (ii) in the case of any Non-Lead Securitization Note, from general
collections of the related Securitization Trust, as and to the extent provided in the related Non-Lead Securitization Servicing
Agreement.


 


(c)          The
Initial Note A-3 Holder shall cause the Note A-3 Pooling and Servicing Agreement to contain provisions to the effect that when
the Note A-3 Pooling and Servicing Agreement becomes a Non-Lead Securitization Servicing Agreement, and the Initial Note A-1 Holder
shall cause the Note A-1 Pooling and Servicing Agreement to contain provisions to the effect that:


 


(i)          each
Non-Lead Securitization Note Holder shall be responsible for its pro rata share of any Nonrecoverable Property 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, 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 Property Advances or additional trust fund expenses, (i) the related Non-Lead Master Servicer will be required to,
promptly following notice from the Master Servicer or the Special Servicer, pay or reimburse the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee or the Lead Securitization Trust, as applicable, out of general funds in
the collection account (or equivalent account) established under such Non-Lead Securitization Servicing Agreement for such Non-Lead
Securitization Note Holder’s pro rata share of any such Nonrecoverable Property 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 (ii) if the Lead Securitization
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 collections, then the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee, as applicable, may do so, and the related Non-Lead Master Servicer will be required to, promptly
following notice from the Master Servicer, reimburse the Lead Securitization Trust out of general funds in the collection account
(or equivalent account) established under such Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization Note
Holder’s pro rata share of any such Nonrecoverable Property Advances (together with advance interest thereon) 


 






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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
the Lead Securitization Servicing Agreement) by the Securitization Trust holding such Non-Lead Securitization Note, against any
of the Indemnified Items to the extent of its pro rata share of such Indemnified Items, and to the extent amounts on deposit
in the Serviced Whole Loan Custodial Account are insufficient for reimbursement of such amounts, the related Non-Lead Master Servicer
will be required to reimburse each of the applicable Indemnified Parties for its pro rata share of the insufficiency out
of general funds in the collection account (or equivalent account) established under such Non-Lead Securitization Servicing Agreement;
provided that any Non-Lead Securitization Servicing Agreement may include limitations and conditions on the payment or
reimbursement of Indemnified Items to the Operating Advisor (including limitations and conditions with respect to the timing of
such payments or reimbursements and the sources of funds for such payments or reimbursements);


 


(iii)       the
related Non-Lead Master Servicer will be required to deliver to the Trustee, the Certificate Administrator, the Special Servicer,
the Master Servicer and the Operating Advisor notice of any subsequent change in the identity of any Non-Lead Master Servicer
or the party designated to exercise the rights of the “Non-Controlling Note Holder” with respect to such Non-Lead
Securitization Note under this Agreement (together with the relevant contact information); and


 


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


 


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


 


(d)        Following
the Securitization of one Note but prior to the Securitization of the other Note (including any New Note), all notices, reports,
information or other deliverables required to be delivered to a Note Holder pursuant to this 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 related Note
Holder (or its Note Holder Representative) and, when so delivered to such Note Holder (or Note Holder Representative, as applicable),
the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have
satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement.
Following the Securitization of any Note (including any New Note), as applicable, all notices, reports, information or other deliverables
required to be delivered to a Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead
Securitization Note Holder (or the Master Servicer or the Special


 






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Servicer acting on its behalf) shall be delivered to the master
servicer and the special servicer with respect to such Securitization (who then may forward such items to the party entitled to
receive such items as and to the extent provided in the related Securitization Servicing Agreement or with respect to a Note that
has not been securitized, the related Note Holder) and, when so delivered to such master servicer and the special servicer, the
Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have
satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement.


 


(e)          In
addition to the foregoing, the Note A-2 PSA shall contain terms and conditions that are customary for securitization transactions
involving assets similar to the Mortgage Loan and that are otherwise (i) required by the Code relating to the tax elections of
the Note A-3 Trust Fund, (ii) required by law or changes in any law, rule or regulation or (iii) requested by the Rating Agencies
rating the Note A-2 Securitization. In addition, the Note A-2 PSA shall have such additional provisions as are set forth in Schedule
I hereto. The Note A-2 Holder shall have the right to designate the Note A-2 Master Servicer and Note A-2 Special Servicer
as long as each such party satisfies the conditions for such Servicer set forth in the Note A-3 PSA. Prior to the Note A-2 Securitization
Date, the Note A-2 Holder shall also have the right to designate the Note A-3 Special Servicer for the Mortgage Loan. Without
limiting the generality of any provision set forth above, for purposes of the Mortgage Loan, the Note A-2 PSA shall contain (a)
provisions requiring the Note A-2 Master Servicer and the Note A-2 Special Servicer to maintain, or subjecting them to possible
termination for not maintaining, compliance with customary servicer rating criteria (but the rating agencies need not be the same)
and (b) provisions similar, in all material respects, to those set forth in Note A-3 PSA with respect to (i) periodic reporting
and periodic delivery of service provider compliance documents under Regulation AB (and, in any event, the Note A-2 PSA shall
require such reporting and delivery so long as the Note A-1 Securitization and Note A-3 Securitization are required to file periodic
reports under the Securities Exchange Act of 1934, as amended), (ii) servicing transfer events that would result in the transfer
of the Mortgage Loan to special servicing status, (iii) the authority of the servicers in the Note A-3 Securitization to grant
or agree or consent to material modifications, waivers and amendments to the Mortgage Loan, or to approve material assignments
and assumptions or material additional indebtedness in connection with the Mortgage Loan, (iv) the potential termination of the
master servicer and special servicer following a Servicer Termination Event, (v) requirements to obtain an appraisal or appraisal
update following a transfer of the Mortgage Loan to special servicing status and periodic updates thereof, (vi) duties of the
special servicer in respect of foreclosure and the management of REO property, (vii) subject to various adjustments and caps provided
in the Note A-2 PSA (which shall be similar in all material respects to those set forth in the Note A-3 PSA), special servicing,
workout and liquidation fees (and, in any event, the fees at which such compensation accrue or are determined shall not exceed
0.25%, 1.00% and 1.00%, respectively), (viii) control, consultation and other rights of the directing certificateholder and operating
advisor and any other material servicing and administrative provisions and (ix) indemnification of the Depositor under the Note
A-3 PSA, the Note A-3 Master Servicer, the Note A-3 Special Servicer, the certificate administrator under the Note A-3 PSA, the
Note A-3 Trustee and the operating advisor under the Note A-3 PSA (and any director, officer, employee or agent of any of the
foregoing, to the extent such parties are identified as indemnified parties in the Note A-3 PSA in respect of other mortgage loans)
against any claims, losses, penalties, fines, forfeitures, legal fees


 






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and related costs, judgments and any other costs, liabilities,
fees and expenses incurred in connection with servicing and administration of the Mortgage Loan (or, with respect to the operating
advisor under the Note A-3 PSA, incurred in connection with the provision of services for the Mortgage Loan) to the same extent
that the Note A-3 PSA indemnifies the Indemnified Parties against the Indemnified Items; provided that (A) this statement
shall not be construed to prohibit differences in timing, control or consultation triggers or threshholds, terminology, allocation
of ministerial duties between multiple servicers or other servicer providers or certificateholder or investor voting or consent
threshholds, or to prohibit or restrict additional approval, consent, consultation, notice or rating agency confirmation requirements;
and (B) if there is any conflict between this sentence and any other provision of this Agreement, such other provision of this
Agreement shall control.


 


(f)          The
Lead Securitization 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 each Non-Lead Securitization Note to each such Non-Lead Securitization Note Holder.


 


Section
3.       Priority of Payments. Each Note shall be of equal priority, and no portion
of any Note shall have priority or preference over any portion of any other Note or security therefor. All amounts tendered
by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage
Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the
Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument
securing the Mortgage Loan, Condemnation Proceeds, or Insurance Proceeds (other than proceeds, awards or settlements to be
applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with
the terms of the Mortgage Loan Documents), 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 property protection expenses or
Property Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing
Agreement and (y) all amounts that are then due, payable or reimbursable except for (i) any reimbursements of P&I
Advances (and interest thereon) made with respect to Note A-1, Note A-2 or Note A-3 which may only be reimbursed out of
payments and collections allocable to Note A-1, Note A-2 or Note A-3, as applicable and (ii) any Servicing Fees due to the
Master Servicer in excess of each Non-Lead Securitization Note’s pro rata share of that portion of such
Servicing Fees calculated at the Servicing Fee Rate applicable to the Mortgage Loan as set forth in the Lead Securitization
Servicing Agreement) to any Servicer, with respect to the Mortgage Loan pursuant to the Lead Securitization
Servicing Agreement (including without limitation, any additional trust fund expenses relating to the Mortgage Loan (but
subject to second paragraph of Section 5(d) hereof) reimbursable to, or payable by, such parties and any Special Servicing
Fees, Liquidation Fees, Workout Fees, Default Interest (to the extent provided in the immediately following paragraph) and
any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the
Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis.


 






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For
clarification purposes, Default Interest (as defined in the Lead Securitization Servicing Agreement) paid shall
be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied first,
to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay the Master Servicer, the
Trustee or the Special Servicer for any interest accrued on any Property Advances and reimbursement of any Property Advances in
accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce the respective amounts
payable on each Note by the amount necessary to pay the Master Servicer, Trustee, any Non-Lead Master Servicer or any Non-Lead
Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the
Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable), third, to reduce,
on a pro rata basis, the amounts payable on each Note by the amount necessary to pay additional trust fund expenses (other
than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified
in the Lead Securitization Servicing Agreement) and finally, (i) in the case of the remaining amount of Default Interest
allocable to the Lead Securitization Note, be paid to the Master Servicer and/or the Special Servicer as additional servicing
compensation as provided in the Lead Securitization Servicing Agreement and (ii) in the case of the remaining amount of Default
Interest allocable to any Non-Lead Securitization Note, be paid to the Master Servicer and/or the Special Servicer as additional
servicing compensation as provided in the Lead Securitization Servicing Agreement.


 


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


 


Section
5.       Administration of the Mortgage Loan.


 


(a)          Subject
to this Agreement (including but not limited to Section 5(c)) and the Lead Securitization Servicing Agreement and subject
to the rights and consents, where required, of the Controlling Note Holder Representative, the Lead Securitization Note Holder
(or the Master Servicer, the Special Servicer or the Trustee acting on 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 each Non-Lead
Securitization Note Holder shall have no voting, consent or other rights whatsoever except as explicitly set forth herein with
respect to the Lead Securitization Note Holder’s administration of, or exercise of its rights and remedies with respect
to, the Mortgage Loan. Subject to this Agreement and the Lead Securitization Servicing Agreement, the Non-


 






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Lead Securitization
Note Holders shall have no right to, and the Note A-1 Holder and the Note A-2 Holder hereby presently and irrevocably assign and
convey to the Note A-3 Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization
Note Holder) the rights, if any, that each such Note Holder has prior to the Note A-2 Securitization Date to, and the Note A-1
Holder and the Note A-3 Holder hereby presently and irrevocably assign and convey to the Note A-2 Holder (or the Master Servicer,
the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder from and after the Note A-2 Securitization
Date) the rights, if any, that each such Note Holder has from and after the Note A-2 Securitization Date to, (i) call or
cause the Lead Securitization Note Holder to call an Event of Default under the Mortgage Loan, or (ii) exercise any remedies
with respect to the Mortgage Loan or the Mortgage Loan Borrower, including, without limitation, filing or causing the Lead Securitization
Note Holder to file any bankruptcy petition against the Mortgage Loan Borrower. The Lead Securitization Note Holder (or the Master
Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) shall not have any fiduciary
duty to the Non-Lead Securitization Note Holders 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
or its obligation to follow the Servicing Standard (in the case of the Master Servicer or the Special Servicer) or any liability
for failure to do so).


 


Each
Note Holder hereby acknowledges the right and obligation of the Lead Securitization Note Holder (or the Special Servicer acting
on behalf of the Lead Securitization Note Holder), upon the Mortgage Loan becoming a Defaulted Mortgage Loan, to sell the Notes
together as notes evidencing one whole loan in accordance with the terms of the Lead Securitization Servicing Agreement. In connection
with any such sale, the Special Servicer shall be required to sell the 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 Lead Securitization Servicing Agreement in writing. Whether any cash offer constitutes a fair price for the Mortgage
Loan shall be determined by the Trustee or Special Servicer, as applicable, in accordance with the terms of the Lead Securitization
Servicing Agreement; provided that no offer from an Interested Person shall constitute a fair price unless (i) it is the
highest offer received and (ii) at least two bona fide other offers are received from independent third parties. In determining
whether any offer received represents a fair price for the Mortgage Loan, the Trustee shall be supplied with and shall rely on
the most recent Appraisal or updated Appraisal conducted in accordance with the Lead Securitization Servicing Agreement within
the preceding nine (9)-month period or, in the absence of any such Appraisal, on a new Appraisal. The Trustee shall select the
Appraiser conducting any such new Appraisal. In determining whether any such offer constitutes a fair price for the Mortgage Loan,
the Trustee shall instruct the Appraiser to take into account (in addition to the results of any Appraisal or updated Appraisal
that it may have obtained pursuant to the Lead Securitization Servicing Agreement), as applicable, among other factors, the period
and amount of any delinquency on the affected Mortgage Loan, the occupancy level and physical condition of the related Mortgaged
Property and the state of the local economy. The Trustee may conclusively rely on the opinion of an Independent appraiser or other
Independent expert in real estate matters retained by the Trustee at the expense of the Holders in connection with making such
determination. Notwithstanding the foregoing, the Lead Securitization Note Holder (or the Special Servicer acting on behalf of
the Lead Securitization Note Holder) shall not be permitted


 






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to sell the Mortgage Loan without the written consent of the Non-Lead
Securitization Note Holders (unless, with respect to each Non-Lead Securitization Noteholder, 50% or more of the related Note
(or the class of securities issued in the applicable Non-Lead Securitization designated as the “controlling class”
or such other class(es)) otherwise assigned the rights to exercise the rights of the “Controlling Note Holder” is
held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower) unless the Special Servicer has delivered to
such Non-Lead Securitization Note Holder: (a) at least 15 Business Days’ prior written notice of any decision to attempt
to sell the Mortgage Loan; (b) at least 10 days prior to the proposed sale date, a copy of each bid package (together with any
amendments to such bid packages) received by the Special Servicer in connection with any such proposed sale, (c) at least 10 days
prior to the proposed sale date, a copy of the most recent Appraisal for the Mortgage Loan, and any documents in the Servicing
File reasonably requested by any Non-Lead Securitization 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 the other offerors and the
related Controlling Class Representative (or other similar term)) prior to the proposed sale date, all information and other documents
being provided to other offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer
in connection with the proposed sale; provided that the majority holder of each Non-Lead Securitization Note or the Controlling
Class Representative may waive any of the delivery or timing requirements set forth in this sentence. Subject to the foregoing,
each of the Controlling Note Holder, the Controlling Note Holder Representative, each Non-Controlling Note Holder and each Non-Controlling
Note Holder Representative shall be permitted to bid at any sale of the Mortgage Loan unless such Person is the Mortgage Loan
Borrower or an agent or Affiliate of the Mortgage Loan Borrower.


 


Each
Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) hereby appoints the Lead Securitization
Note Holder as its agent, and grants to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest,
and its proxy, for the purpose of soliciting and accepting offers for and consummating the sale of its Note. Each Note Holder
(to the extent it is not the same entity as the Lead Securitization Note Holder) further agrees that, upon the request of the
Lead Securitization Note Holder, such Note Holder shall execute and deliver to or at the direction of Lead Securitization Note
Holder such powers of attorney or other instruments as the Lead Securitization Note Holder may reasonably request to better assure
and evidence the foregoing appointment and grant, in each case promptly following request, and shall deliver its original 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 any other Note
Holder to execute and deliver instruments or deliver the related Note upon request of the Lead Securitization Note Holder, shall
terminate and cease to be of any further force or effect upon the date, if any, upon which the Lead Securitization Note is repurchased
by the holder of such Lead Securitization Note that sold such Lead Securitization Note into such Securitization from the trust
fund established under the Lead Securitization Servicing Agreement in connection with a material breach of representation or warranty
made by such Person with respect to the Lead Securitization Note or material document defect with respect to the documents delivered
by such Person with respect to the Lead Securitization Note upon the consummation of the Lead Securitization. The preceding sentence
shall not be construed to grant to any Non-Lead Securitization Note Holder the benefit


 






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of any representation or warranty made
by the holder of the Lead Securitization Note that sold such Lead Securitization Note into the Lead Securitization or any document
delivery obligation imposed on such Person under any mortgage loan purchase and sale agreement, instrument of transfer or other
document or instrument that may be executed or delivered by such Person in connection with the Lead Securitization.


 


(b)          The
administration of the Mortgage Loan shall be governed by this Agreement and the Lead Securitization Servicing Agreement. The servicing
of the Mortgage Loan shall be carried out by the Master Servicer and, if the Mortgage Loan is a Specially Serviced Loan (or to
the extent otherwise provided in the Lead Securitization Servicing Agreement), by the Special Servicer, in each case pursuant
to the Lead Securitization Servicing Agreement. Notwithstanding anything to the contrary contained herein, in accordance with
the Lead Securitization Servicing Agreement, the Lead Securitization Note Holder shall cause the Master Servicer and the Special
Servicer to service and administer the Mortgage Loan in accordance with the Servicing Standard, taking into account the interests
of each Note Holder. The Note Holders agree to be bound by the terms of the Lead Securitization Servicing Agreement. All rights
and obligations of the Lead Securitization Note Holder described hereunder may be exercised by the Master Servicer, the Special
Servicer, the Certificate Administrator and/or the Trustee on behalf of the Lead Securitization Note Holder. The Lead Securitization
Servicing Agreement shall not be amended in any manner that may adversely affect any Non-Lead Securitization Note Holder in its
capacity as Non-Lead Securitization Note Holder without such Non-Lead Securitization Note Holder’s prior written consent.
Each Non-Lead Securitization Note Holder (unless it is the same Person as or an Affiliate of the Mortgage Loan Borrower) shall
be a third-party beneficiary to the Lead Securitization Servicing Agreement with respect to its rights as specifically provided
for therein.


 


(c)          Notwithstanding
the foregoing, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall
be required (i) to provide copies of any notice, information and report that it is required to provide to the Lead Securitization
Controlling Class Representative pursuant to the Lead Securitization Servicing Agreement with respect to any Major Decisions or
the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, to each Non-Controlling
Note Holder (or its related Non-Controlling Note Holder Representative), within the same time frame it is required to provide
to the Lead Securitization Controlling Class Representative (for this purpose, without regard to whether such items are actually
required to be provided to the Lead Securitization Controlling Class Representative under the Lead Securitization Servicing Agreement
due to the occurrence of a Control Termination Event or a Consultation Termination Event) and (ii) to consult with each Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative) on a strictly non-binding basis, to the extent having received
such notices, information and reports, such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) requests
consultation with respect to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status
Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Controlling Note Holder (or its
Non-Controlling Note Holder Representative); provided that after the expiration of a period of ten (10) Business Days from
the delivery to each Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) by the Lead Securitization
Note Holder (or the Master Servicer or Special Servicer acting on its behalf) of


 






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written notice of a proposed action, together
with copies of the notice, information and report required to be provided to the Lead Securitization Controlling Class Representative,
the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall no longer be obligated
to consult with the Non-Controlling Note Holders (or their Non-Controlling Note Holder Representatives), whether or not the Non-Controlling
Note Holders (or their Non-Controlling Note Holder Representatives) have responded within such ten (10) Business Day period (unless,
the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) proposes a new course
of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall
be deemed to begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the
consultation rights of each Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) set forth in the immediately
preceding sentence, the Lead Securitization Note Holder (or Master Servicer or Special Servicer, acting on its behalf) may take
any Major Decision or 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 Master Servicer or Special Servicer, as applicable) determines
that immediate action with respect thereto is necessary to protect the interests of the Note Holders. In no event shall the Lead
Securitization Note Holder (or Master Servicer or Special Servicer, acting on its behalf) be obligated at any time to follow or
take any alternative actions recommended by such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative).


 


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


 


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


 






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


 


Section
6.        Rights of the Controlling Note Holder.


 


(a)          The
Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights
and obligations with respect to the Mortgage Loan (the “Controlling Note Holder Representative”). The Controlling
Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace the Controlling
Note Holder Representative in accordance with the terms of the Lead Securitization Servicing Agreement. When exercising its various
rights under Section 5 and elsewhere in this Agreement, the Controlling Note Holder may, at its option, in each case, act
through the Controlling Note Holder Representative. The Controlling Note Holder Representative may be any Person (other than the
Mortgage Loan Borrower, its principal or any Affiliate of the Mortgage Loan Borrower), including, without limitation, the Controlling
Note Holder, any officer or employee of the Controlling Note Holder, any affiliate of the Controlling Note Holder or any other
unrelated third party. No such Controlling Note Holder Representative shall owe any fiduciary duty or other duty to any other
Person (other than the Controlling Note Holder). All actions that are permitted to be taken by the Controlling Note Holder under
this Agreement may be taken by the Controlling Note Holder Representative acting on behalf of the Controlling Note Holder. Any
Servicer acting on behalf of the Lead Securitization Note Holder shall not be required to recognize any Person as a Controlling
Note Holder Representative until the Controlling Note Holder has notified the Servicer or Trustee of such appointment and, if
the Controlling Note Holder Representative is not the same Person as the Controlling Note Holder, the Controlling Note Holder
Representative provides any Servicer or Trustee with written confirmation of its acceptance of such appointment, an address and
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
Note Holder shall promptly deliver such information to any Servicer. None of the Servicers, Operating Advisor and Trustee shall
be required to recognize any person as a Controlling Note Holder Representative until they receive such information from the Controlling
Note Holder. The Controlling Note Holder agrees to inform each such Servicer or Trustee of the then-current Controlling Note Holder
Representative.


 


Neither
the Controlling Note Holder Representative nor the Controlling Note Holder will have any liability to any other Note Holder or
any other Person for any action taken, or for refraining from the taking of any action or the giving of any consent or the failure
to give any consent pursuant to this Agreement or the Lead Securitization Servicing Agreement, or errors in judgment, absent any
loss, liability or expense incurred by reason of its willful


 






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


 


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


 


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


 






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If
the Controlling Note Holder fails to notify the Special Servicer of its approval or disapproval of any proposed Major Decision
within ten (10) Business Days (or 30 days with respect to an Acceptable Insurance Default) after delivery to the Controlling Note
Holder by the applicable Servicer of written notice of a proposed Major Decision (which notice shall contain a legend, in conspicuous
boldface type, substantially similar to the following: “THIS IS A REQUEST FOR ACTION APPROVAL. IF THE CONTROLLING NOTE
HOLDER FAILS TO APPROVE OR DISAPPROVE THE ENCLOSED ACTION WITHIN TEN (10) BUSINESS DAYS (OR IN CONNECTION WITH AN ACCEPTABLE INSURANCE
DEFAULT TWENTY (20) DAYS), SUCH ACTION MAY BE DEEMED APPROVED”) together with any information requested by the Controlling
Note Holder as may be necessary in the reasonable judgment of the Controlling Note Holder in order to make a judgment, then upon
the expiration of such ten (10) Business Day (or 30 days with respect to an Acceptable Insurance
Default) period, such Major Decision shall be deemed to have been approved
by the Controlling Note Holder.


 


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


 


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


 


The
Controlling Note Holder shall have no liability to the other Note Holders or any other party for any action taken, or for refraining
from the taking of any action or the giving of any consent or the failure to give any consent pursuant to this Agreement or the
Lead Securitization Servicing Agreement, or errors in judgment, absent any loss, liability or expense incurred by reason of its
willful misfeasance, bad faith or gross negligence. The Note Holders agree that the Controlling Note Holder may take or refrain
from taking actions, or give or refrain from giving consents, that favor the interests of one Note Holder over the other Note
Holder, and that the Controlling Note Holder may have special relationships and interests that conflict with the interests of
another Note Holder and, absent willful misconduct, bad faith or gross negligence on the part of the Controlling Note Holder agree
to take no action against the Controlling Note Holder or any of its officers, directors, employees, principals or agents as a
result of such special relationships or interests, and that the Controlling Note Holder shall not be deemed to have been grossly
negligent or reckless, or to have acted in bad faith or engaged in willful misconduct or to have recklessly disregarded any exercise
of its rights by reason of its having acted or refrained from acting, or having given any consent or having failed to give any
consent, solely in the interests of any Note Holder.


 






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Section
7.        Appointment of Special Servicer. The Controlling Note Holder (or its
Controlling Note Holder Representative) shall have the right at any time and from time to time, with or without cause, to replace
the Special Servicer then acting with respect to the Mortgage Loan and appoint a replacement Special Servicer in lieu thereof.
Any designation by the Controlling Note Holder (or its Controlling Note Holder Representative) of a Person to serve as Special
Servicer shall be made by delivering to each other Note Holder, the Master Servicer, the then existing Special Servicer and other
parties to the Lead Securitization Servicing Agreement a written notice stating such designation and satisfying the other conditions
to such replacement as set forth in the Lead Securitization Servicing Agreement (including, without limitation, a Rating Agency
Confirmation, if required by the terms of the Lead Securitization Servicing Agreement), if any. The Controlling Note Holder shall
be solely responsible for any expenses incurred in connection with any such replacement without cause. The Controlling Note Holder
shall notify the other parties hereto of its termination of the then currently serving Special Servicer and its appointment of
a replacement Special Servicer in accordance with this Section 7. If the Controlling Note Holder has not appointed a Special Servicer
with respect to the Mortgage Loan as of the consummation of the securitization under the Lead Securitization Servicing Agreement,
then the initial Special Servicer designated in the Lead Securitization Servicing Agreement shall serve as the initial Special
Servicer but this shall not limit the right of the Controlling Note Holder (or its Controlling Note Holder Representative) to
designate a replacement Special Servicer for the Mortgage Loan as aforesaid. If a Servicer Termination Event on the part of the
Special Servicer has occurred that affects any Non-Controlling Note Holder, such Non-Controlling Note Holder shall have the right
to direct the Trustee (or at any time that the Mortgage Loan is no longer included in a Securitization Trust, the Controlling
Note Holder) to terminate the Special Servicer under the Lead Securitization Servicing Agreement solely with respect to the Mortgage
Loan pursuant to and in accordance with the terms of the Lead Securitization Servicing Agreement. Each Note Holder acknowledges
and agrees that any successor special servicer appointed to replace the Special Servicer with respect to the Mortgage Loan that
was terminated for cause at any 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. Such Non-Controlling Note
Holder shall be solely responsible for reimbursing the Trustee’s or the Controlling Note Holder’s, as applicable,
costs and expenses, if not paid within a reasonable time by the terminated special servicer and, in the case of the Trustee, that
would otherwise be reimbursed to the Trustee from amounts on deposit in the Lead Securitization’s Collection Account.


 


Section
8.        Payment Procedure.


 


(a)          The
Lead Securitization Note Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the
Lead Securitization Servicing Agreement, will deposit or cause to be deposited all payments allocable to the Notes to the Collection
Account and/or related Serviced Whole Loan Custodial Account pursuant to and in accordance with the Lead Securitization Servicing
Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such amounts to the
applicable account within two (2) Business Days after receipt of properly identified funds by the Lead Securitization Note Holder
(or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower. The Lead Securitization Servicing
Agreement shall provide that all amounts on deposit in the Serviced Whole Loan Custodial Account on a Remittance Date


 






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allocable
under this Agreement to a Non-Lead Securitization Note Holder shall be deposited or credited on the Business Day preceding the
Remittance Date for such Non-Lead Securitization by wire transfer of immediately available funds to an account specified by such
Non-Lead Securitization Note Holder.


 


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


 


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


 


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


 


Section
9.       Limitation on Liability of the Note Holders. Each Note Holder shall have
no liability to the other Note Holder with respect to its Note except with respect to losses actually suffered due to the
gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder.


 


The
Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the
Trustee) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including
any Servicer and the Trustee) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have
under the Lead Securitization Servicing Agreement in a


 






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manner that may be adverse to the interests of the Non-Lead Securitization
Note Holders and that the Lead Securitization Note Holder (including any Servicer and the Trustee) shall have no liability whatsoever
to the Non-Lead Securitization Note Holders in connection with the Lead Securitization Note Holder’s exercise of rights
or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided
that the Servicer must act in accordance with the Servicing Standard.


 


Section
10.       Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants
and agrees that only the Lead Securitization Note Holder has the right to institute, file, commence, acquiesce, petition
under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any
other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan
Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the
Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not any Non-Lead
Securitization Note Holder, can make any election, give any consent, commence any action or file any motion, claim,
obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the
Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as
their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and
their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead
Securitization Note Holders in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or
in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to
accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage
Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note
Holders hereby agree that, upon the request of the Lead Securitization Note Holder, each Non-Lead Securitization Note Holder
shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds,
conveyances and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and
evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency
Proceeding are subject to and must be in accordance with the Servicing Standard.


 


Section
11. Representations of the Note Holders. Each Note Holder represents and warrants that the execution, delivery
and performance of this Agreement is within its corporate powers, has been duly authorized by all necessary corporate action,
and does not contravene such Note Holder’s charter or any law or contractual restriction binding upon such Note Holder,
and that this Agreement is the legal, valid and binding obligation of such Note Holder enforceable against such Note Holder
in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity
(regardless of whether such enforceability is considered in a proceeding in equity or at law), and except that the
enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable law. Each
Note Holder represents and warrants that it is duly organized, validly existing, in good standing and in possession of all
licenses and


 






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


 


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


 


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


 


Section
14.       Sale of the Notes.


 


(a)          Each
Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber
or otherwise dispose (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other similar
agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of a Note (a “Transfer”)
except to a Qualified Institutional Lender. Promptly after the Transfer, the non-transferring Note Holder shall be provided with
(x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional
Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires
the parties thereto to comply with this Agreement) or in accordance with the immediately following sentence) and (y) a copy
of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective
Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (x) prior to
a


 






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Securitization, the consent of the non-transferring Note Holder or (2) after a Securitization of such non-transferring
Note Holder’s Note, Rating Agency Confirmation. Notwithstanding the foregoing, without the non-transferring Note Holder’s
prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization
Trust, without Rating Agency Confirmation, no Note Holder shall Transfer all or any portion of its Note (or a participation interest
in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely
null and void and shall vest no rights in the purported transferee. The transferring Note Holder agrees that it will pay the expenses
of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer and the Trustee) and
all expenses relating to the confirmation from the Rating Agencies in connection with any such Transfer. Notwithstanding the foregoing,
each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder, the Rating Agencies or
any other Person, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in its Note. None of the provisions
of this Section 14(a) shall apply in the case of (1) a sale of Note A-1 together with Note A-2 and Note A-3, in accordance with
the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance
with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property,
upon the Mortgage Loan becoming a Defaulted Loan, to a single member limited liability or limited partnership, 100% of the equity
interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships,
by the Lead Securitization Trust.


 


For
the purposes of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage
any request for a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade
or withdrawal of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination,
or refusal shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only)
be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise
engage in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise
engage in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation
pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to
review or otherwise engage in such prior request.


 


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


 


(c)          Notwithstanding
any other provision hereof, any Note Holder may pledge (a “Pledge”) its Note to any entity (other than the
Mortgage Loan Borrower or any Affiliate


 






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thereof) which has extended a credit facility to such Note Holder and that is either a
Qualified Institutional Lender or a financial institution whose long-term unsecured debt is rated at least “A” (or
the equivalent) or better by each Rating Agency (a “Note Pledgee”), on terms and conditions set forth in this
Section 14(c), it being further agreed that a financing provided by a Note Pledgee to a Note Holder or any person which Controls
such Note that is secured by its Note and is structured as a repurchase arrangement, shall qualify as a “Pledge” hereunder,
provided that a Note Pledgee which is not a Qualified Institutional Lender may not take title to the pledged Note without
a Rating Agency Confirmation. Upon written notice by the applicable Note Holder to the other Note Holder and any Servicer that
a Pledge has been effected (including the name and address of the applicable Note Pledgee), the other Note Holder agrees to acknowledge
receipt of such notice and thereafter agrees: (i) to give Note Pledgee written notice of any default by the pledging Note
Holder in respect of its obligations under this Agreement of which default such Note Holder has actual knowledge; (ii) to
allow such Note Pledgee a period of ten (10) days to cure a default by the pledging Note Holder in respect of its obligations
to the other Note Holder hereunder, but such Note Pledgee shall not be obligated to cure any such default; (iii) that no
amendment, modification, waiver or termination of this Agreement shall be effective against such Note Pledgee without the written
consent of such Note Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed; (iv) that such other
Note Holder shall give to such Note Pledgee copies of any notice of default under this Agreement simultaneously with the giving
of same to the pledging Note Holder; (v) that such other Note Holder shall deliver to Note Pledgee such estoppel certificate(s)
as Note Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory
to such other Note Holder; and (vi) that, upon written notice (a “Redirection Notice”) to the other Note
Holder and any Servicer by such Note Pledgee that the pledging Note Holder is in default, beyond any applicable cure periods,
under the pledging Note Holder’s obligations to such Note Pledgee pursuant to the applicable credit agreement between the
pledging Note Holder and such Note Pledgee (which notice need not be joined in or confirmed by the pledging Note Holder), and
until such Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee shall be entitled to receive any payments
that any Note Holder or Servicer would otherwise be obligated to pay to the pledging Note Holder from time to time pursuant to
this Agreement or the Lead Securitization Servicing Agreement. Any pledging Note Holder hereby unconditionally and absolutely
releases the other Note Holder and any Servicer from any liability to the pledging Note Holder on account of such other Note Holder’s
or Servicer’s compliance with any Redirection Notice believed by any Servicer or such other Note Holder to have been delivered
by a Note Pledgee. Note Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Note Holder
to such Note Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law
and this Agreement. In such event, the Note Holders and any Servicer shall recognize such Note Pledgee (and any transferee other
than the Mortgage Loan Borrower or any Affiliate thereof which is also a Qualified Institutional Lender at any foreclosure or
similar sale held by such Note Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, as the successor
to the pledging Note Holder’s rights, remedies and obligations under this Agreement, and any such Note Pledgee or Qualified
Institutional Lender shall assume in writing the obligations of the pledging Note Holder hereunder accruing from and after such
Transfer (i.e., realization upon the collateral by such Note Pledgee) and agrees to be bound by the terms and provisions
of this Agreement. The rights of a Note Pledgee under this Section 14(c) shall remain effective as to any Note Holder (and
any


 






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Servicer) unless and until such Note Pledgee shall have notified any such Note Holder (and any Servicer, as applicable) in
writing that its interest in the pledged Note has terminated.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


In
connection with any Transfer of a Note (but excluding any Pledgee unless and until it realizes on its Pledge), a transferee shall
execute an assignment and assumption agreement (unless the transferee is a Securitization Trust and the related pooling
and servicing


 






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


 


Section
16.       Governing Law; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM,
CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR
THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW
RULES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH OF THE PARTIES HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT.


 


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


 


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


 


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


 


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


 






    	39



    	 



    

 


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


 


Section
18.      Modifications. This Agreement shall not be modified, cancelled or terminated
except by an instrument in writing signed by each Note Holder. Additionally, for as long as any Note is contained in a
Securitization Trust, the Note Holders shall not amend or modify this Agreement without first receiving a Rating Agency
Confirmation; provided that no such confirmation from the Rating Agencies shall be required in connection with a
modification (i) to cure any ambiguity, to correct or supplement any provisions herein that may be defective or
inconsistent with any other provisions herein or with the Lead Securitization Servicing Agreement or, (ii) to make other
provisions with respect to matters or questions arising under this Agreement, which shall not be inconsistent with the
provisions of this Agreement or (iii) if and to the extent that it would be deemed given or not required pursuant to the
definition of Rating Agency Confirmation in the Lead Securitization Servicing Agreement and/or the applicable Non-Lead
Securitization Servicing Agreement, as applicable.


 


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


 


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


 


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


 


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


 


Section
23.       Entire Agreement. This Agreement constitutes the entire agreement between
the parties hereto with respect to the subject matter contained in this


 






    	40



    	 



    

 


Agreement and supersedes all prior agreements,
understandings and negotiations between the parties.


 


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


 


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


 


(c)          Each
Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) represents (for the benefit of the
Mortgage Loan Borrower) that it is not a Non-Exempt Person and that neither the Lead Securitization Note Holder nor the Mortgage
Loan Borrower is obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise
pursuant to this Agreement. Contemporaneously with the execution of this Agreement and from time to time as necessary during the
term of this Agreement, each Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) shall
deliver to the Lead Securitization Note Holder or Servicer, as applicable, evidence satisfactory to the Lead Securitization Note
Holder substantiating that such Note Holder is not a Non-Exempt Person and that the Lead Securitization Note Holder is not obligated
under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise under this Agreement.
Without limiting the effect of the foregoing, (i) if a Note Holder is created or organized under the laws of the United States,
any state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to


 






    	41



    	 



    

 


the
Lead Securitization Note Holder an Internal Revenue Service Form W-9 and (ii) if a Note Holder is not created or organized
under the laws of the United States, any state thereof or the District of Columbia, and if the payment of interest or other amounts
by the Mortgage Loan Borrower is treated for United States income tax purposes as derived in whole or part from sources within
the United States, such Note Holder shall satisfy the requirements of the preceding sentence by furnishing to the Lead Securitization
Note Holder Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments) or Form W-8BEN or W-8BEN-E, as applicable,
or successor forms, as may be required from time to time, duly executed by such Note Holder, as evidence of such Note Holder’s
exemption from the withholding of United States tax with respect thereto. The Lead Securitization Note Holder shall not be obligated
to make any payment hereunder with respect to any Non-Lead Securitization Note or otherwise until the holder of such Note shall
have furnished to the Lead Securitization Note Holder requested forms, certificates, statements or documents.


 


Section
25.       Custody of Mortgage Loan Documents. Prior to the Note A-3 Securitization
Date, the originals of all of the Mortgage Loan Documents will be held by the Initial Agent on behalf of the registered
holders of the Notes. On and after the Note A-3 Securitization Date but prior to the Note A-2 Securitization Date, the
originals of all of the Mortgage Loan Documents (other than Note A-1 and Note A-2 and their respective allonges) shall be
held in the name of the trustee (and held by a duly appointed custodian therefor) under the Note A-3 PSA, on behalf of the
registered holders of the Notes. On and after the Note A-2 Securitization Date, the originals of all of the Mortgage Loan
Documents (other than Note A-1 and Note A-3) will be transferred to and held in the name of the trustee (and held by a duly
appointed custodian therefor) under the Note A-2 PSA, on behalf of the registered holders of the Notes.


 


Section
26.       Cooperation in Securitization.


 


(a)          Each
Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization. In connection
with a Securitization of the Lead Securitization Note and subject to the terms of the preceding sentence, at the request of the
Lead Securitization Note Holder, each Non-Lead Securitization Note Holder shall use reasonable efforts, at Lead Securitization
Note Holder’s expense, to satisfy, and to cooperate with the Lead Securitization Note Holder in attempting to cause the
Mortgage Loan Borrower to satisfy, the market standards to which the Lead Securitization Note Holder customarily adheres or which
may be reasonably required in the marketplace or by the Rating Agencies in connection with the Securitization, including, entering
into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with
the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage
Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization of the Lead
Securitization Note; provided, however, that either in connection with the Lead Securitization or otherwise at any
time prior to the Lead Securitization, no Non-Lead Securitization Note Holder shall be required to modify or amend this Agreement
or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification
or amendment would (i) change the interest allocable to, or the amount of any payments due to or priority of such payments
to, such Non-Lead Securitization Note Holder or (ii) materially increase such Non-Lead Securitization


  






    	42



    	 



    

 


Note Holder’s
obligations or materially decrease such Non-Lead Securitization Note Holder’s rights, remedies or protections. In connection
with the Lead Securitization, each Non-Lead Securitization Note Holder agrees to provide for inclusion in any disclosure document
relating to the Lead Securitization such information concerning such Non-Lead Securitization Note Holder and such Non-Lead Securitization
Note as the Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and each Non-Lead Securitization
Note Holder covenants and agrees that it shall, at the Lead Securitization Note Holder’s expense, cooperate with the reasonable
requests of each Rating Agency and Lead Securitization Note Holder in connection with the Lead Securitization (including, without
limitation, reasonably cooperating with the Lead Securitization Noteholder (without any obligation to make additional representations
and warranties) to enable the Lead Securitization Noteholder to make all necessary certifications and deliver all necessary opinions
(including customary securities law opinions) in connection with the Mortgage Loan and the Lead Securitization), as well as in
connection with all other matters and the preparation of any offering documents thereof and to review and respond reasonably promptly
with respect to any information relating to such Non-Lead Securitization Note Holder and such Non-Lead Securitization Note in
any Securitization document. Each Note Holder acknowledges that the information provided by it to the Lead Securitization Note
Holder may be incorporated into the offering documents for the Lead Securitization. The Lead Securitization Note Holder and each
Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, any Note Holder. The Lead Securitization
Note Holder will reasonably cooperate with each Non-Lead Securitization Note Holder, at such Non-Lead Securitization Note Holder’s
expense, by providing all information reasonably requested that is in the Lead Securitization Note Holder’s possession in
connection with such Non-Lead Securitization Note Holder’s preparation of disclosure materials in connection with a Securitization.


 


Upon
request, the Lead Securitization Note Holder shall deliver to the Non-Lead Securitization Note Holders drafts of the preliminary
and final Lead Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents
and the Lead Securitization Servicing Agreement and provide reasonable opportunity to review and comment on such documents.


 


Section
27.       Notices.


 


(a)          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.


 


(b)          The
Note A-2 Holder shall give each of the parties to each other Securitization (that will not also be a party to the Note A-2 PSA)
notice of the Note A-2 Securitization in writing (which may be by e-mail) not less than five (5) Business Days’ prior to


 






    	43



    	 



    

 


the Note A-2 Securitization Date. Such notice shall contain contact information for each of the parties to the Note A-2 PSA.


 


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


 


Section
29.       Certain Matters Affecting the Agent.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section
30.       Resignation of Agent.


  


(a)          The
Agent may resign at any time on ten (10) days’ prior notice, so long as a successor Agent, reasonably satisfactory to the
Note Holders (it being agreed that a Servicer, the Trustee or a Certificate Administrator in a Securitization is satisfactory
to the Note Holders), has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. UBSRES, as Initial
Agent, may transfer its rights and obligations to a Servicer, the Trustee or the Certificate Administrator, as successor Agent,
at any time without the consent of any Note Holder. Notwithstanding the foregoing, Note Holders hereby agree that, simultaneously
with the closing of the Lead Securitization, the Master Servicer shall be deemed to have been automatically appointed as the successor
Agent under this Agreement in place of UBSRES


 






    	44



    	 



    

 


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


 


Section
31.        Resizing. Notwithstanding any other provision of this Agreement, for so long as UBSRES or an affiliate
thereof (a “UBS Entity”) is the owner of any Non-Lead Securitization Note (the “Owned
Note”), such UBS Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the
Mortgage Loan Borrower to execute amended and restated notes or additional notes (in either case, “New
Notes”) reallocating the principal of the Owned Note to such New Notes; or severing the Owned Note into one or more
further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of
the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such
amendments is no greater than the aggregate principal of the Owned Note prior to such amendments, (ii) all Notes continue to
have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and
on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this
Agreement, (iv) the UBS Entity holding the New Notes shall notify the Lead Securitization Note Holder, the Master Servicer,
the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal
amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. To the extent that
the Owned Note is Note A-2, the UBS Entity shall be entitled to designate one of the New Notes to be treated as Note A-2 for
purposes of the determining the Controlling Note Holder, Lead Securitization, Lead Securitization Note, Note A-2 PSA, Note
A-2 Securitization and Note A-2 Securitization Date hereunder. If the Lead Securitization Note Holder so requests, the
UBS Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing
applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications
pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended
without the consent of its holder and the consent of the holder of the other Note. In connection with the foregoing (provided
the conditions set forth in (i) through (v) above are satisfied, with respect to (i) through (iv), as certified by the UBS
Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to
execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as
applicable, solely for the purpose of reflecting such reallocation of principal. If more than one New Note is created
hereunder, for purposes of exercising the rights of the Non-Controlling Note Holder hereunder, the “Non-Controlling
Note Holder” of such New Notes shall be as provided in the definition of such term in this Agreement.


 


[SIGNATURE
PAGE FOLLOWS]


 






    	45



    	 



    

 



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


	 	 	 
	 	UBS REAL ESTATE SECURITIES INC., a
	 	 	Delaware corporation, as Initial Note A-1 Holder
	 	 	 
	 	By:	/s/ David Schell
	 	 	Name: David Schell
	 	 	Title:   Executive Director
	 	 	 
	 	By:	/s/ Siho Ham
	 	 	Name: Siho Ham
	 	 	Title:   Director
	 	 	 
	 	UBS REAL ESTATE SECURITIES INC., a
	 	 	Delaware corporation, as Initial Note A-2 Holder
	 	 	 
	 	By:	/s/ David Schell
	 	 	Name: David Schell
	 	 	Title: Executive Director
	 	 	 
	 	By:	/s/ Siho Ham
	 	 	Name: Siho Ham
	 	 	Title:   Director




  


(Co-Lender
Agreement – WPC Department Store Portfolio)


 






    	 



    	 



    

 


	 	 	 
	 	UBS REAL ESTATE SECURITIES INC., a
	 	 	Delaware corporation, as Initial Note A-3 Holder
	 	 	 
	 	By:	/s/ Siho Ham
	 	 	Name:    Siho Ham
	 	 	Title:      Director
	 	 	 
	 	By:	/s/ David Schell
	 	 	Name: David Schell
	 	 	Title:   Executive Director



 


(Co-Lender
Agreement – WPC Department Store Portfolio)


 






    	 



    	 



    

 


EXHIBIT
A



MORTGAGE LOAN SCHEDULE


 


Description
of Mortgage Loan


 


	Mortgage
    Loan Borrower:	BT
    (MULTI) LLC
	Date
    of Mortgage Loan:	June
    26, 2015
	Date
    of Notes:	June
    26, 2015
	Original
    Principal Amount of Mortgage Loan:	$57,170,000
	Principal
    Amount of Mortgage Loan as of the date hereof:	$57,170,000
	Initial
    Note A-1 Principal Balance:	$15,000,000
	Initial
    Note A-2 Principal Balance:	$25,000,000
	Initial
    Note A-3 Principal Balance:	$17,170,000
	Location
    of Mortgaged Property:	Various
	Initial
    Maturity Date:	July
    6, 2025


  






    	A-1



    	 



    

 


EXHIBIT
B


 


1.     Initial
Note A-1 Holder:


 


UBS Real
Estate Securities Inc.



Notice Address:

UBS Real Estate Securities Inc.

1285 Avenue of the Americas, 8th Floor

New York, New York 10119

Attention: Transaction Management – Henry Chung

Telecopy number: (212) 821-2943

E-mail: henry.chung@ubs.com


 


with
copies to:


 


UBS Securities
LLC

153 West 51st Street

New York, New York 10019

Attention: Chad Eisenberger, Executive Director & Counsel

E-mail: chad.eisenberger@ubs.com, and



Cadwalader, Wickersham & Taft LLP 


200 Liberty
Street 


New York,
New York 10281 


Attention:
Frank Polverino

Telecopy number: (212) 504-6666 


E-mail:
frank.polverino@cwt.com



  



    	B-1



    	 



    




 


2.     Initial
Note A-2 Holder:


 


UBS Real
Estate Securities Inc.



Notice Address:

UBS Real Estate Securities Inc.

1285 Avenue of the Americas, 8th Floor

New York, New York 10119

Attention: Transaction Management – Henry Chung

Telecopy number: (212) 821-2943

E-mail: henry.chung@ubs.com


 


with
copies to:


 


UBS Securities
LLC

153 West 51st Street

New York, New York 10019

Attention: Chad Eisenberger, Executive Director & Counsel

E-mail: chad.eisenberger@ubs.com, and



Cadwalader, Wickersham & Taft LLP 


200 Liberty
Street 


New York,
New York 10281 


Attention:
Frank Polverino

Telecopy number: (212) 504-6666 


E-mail:
frank.polverino@cwt.com



 






    	B-2



    	 



    

 


3.       Initial Note A-3 Holder:


 


(Prior
to Securitization of Note A-3):


 


UBS Real
Estate Securities Inc.



Notice Address:

UBS Real Estate Securities Inc.

1285 Avenue of the Americas, 8th Floor

New York, New York 10119

Attention: Transaction Management – Henry Chung

Telecopy number: (212) 821-2943

E-mail: henry.chung@ubs.com


 


with
copies to:


 


UBS Securities
LLC

153 West 51st Street

New York, New York 10019

Attention: Chad Eisenberger, Executive Director & Counsel

E-mail: chad.eisenberger@ubs.com, and



Cadwalader, Wickersham & Taft LLP 


200 Liberty
Street 


New York,
New York 10281 


Attention:
Frank Polverino

Telecopy number: (212) 504-6666 


E-mail:
frank.polverino@cwt.com 


 


(Following
Securitization of Note A-3):


 


		(i)	Depositor:



 


Credit
Suisse First Boston Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 






    	B-3



    	 



    

 


Telecopy
number: (212) 322-0965

E-mail: chuck.lee@credit-suisse.com


 


with
a copy to:



Credit Suisse, Commercial Real Estate & CMBS

One Madison Ave, 9th Floor

New York, New York 10010

Attention: Sarah Nelson

Telecopy number: (212) 743-2826

E-mail: sarah.nelson@credit-suisse.com


 


		(ii)	Master
                                         Servicer:



 


Midland
Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Building 82, Suite 300 


Overland
Park, Kansas 66210 


Attention:
Executive Vice President—Division Head 


Telecopy
number: (913) 253-9001


 



 


with
a copy to: 




Stinson Leonard Street LLP 


1201
Walnut Street, Suite 2900 


Kansas
City, Missouri 64106 


Attention:
Kenda K. Tomes 


Telecopy
number: (816) 412-9338 


 


		(iii)	Special
                                         Servicer:



  


Rialto
Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller

Telecopy number: (305) 229-6425 


E-mail:
liat.heller@rialtocapital.com


  


with
copies to: 




Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172 


Attention:
Jeff Krasnoff

Telecopy Number: (305) 229-6425

E-mail: jeff.krasnoff@rialtocapital.com,


  






    	B-4



    	 



    

 


Rialto
Capital Advisors, LLC 


790
NW 107th Avenue, 4th Floor 


Miami,
Florida 33172 


Attention:
Niral Shah 


Telecopy
Number: (305) 229-6425 


E-mail:
niral.shah@rialtocapital.com, and 


 


Rialto
Capital Advisors, LLC 


790
NW 107th Avenue, 4th Floor 


Miami,
Florida 33172 


Attention:
Adam Singer 


Telecopy
Number: (305) 229-6425 


E-mail:
adam.singer@rialtocapital.com


 


		(iv)	Trustee
and Certificate Administrator:



 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – CSAIL 2015-C3

Telecopy Number: (410) 715-2380

E-Mail: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com,
except as otherwise set forth herein


  


		(v)	Operating
Advisor:



 


Pentalpha
Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Don Simon, Chief Operating Officer

With a copy sent via e-mail to: don.simon@pentalphasurveillance.com
and notices@pentalphasurveillance.com 


			



 


			with a copy
                                         to:

                                         

                                         Bass Berry & Sims PLC

                                         150 Third Avenue South





			Suite 2800

                                         Nashville, Tennessee 37201

                                         Attention:  Jay Knight






E-mail:
jknight@bassberry.com


 






    	B-5



    	 



    

 






 


EXHIBIT
C



PERMITTED FUND MANAGERS


 


		1.	DLJ
                                         Real Estate Capital Partners



 


		2.	iStar
                                         Financial Inc.



 


		3.	Capital
                                         Trust



 


		4.	Lend-Lease
                                         Real Estate Investments



 


		5.	Archon
                                         Capital, L.P.



 


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



 


		7.	The
                                         Blackstone Group International Ltd.



 


		8.	Apollo
                                         Real Estate Advisors



 


		9.	Colony
                                         Capital, Inc.



 


		10.	Praedium
                                         Group



 


		11.	J.E.
                                         Robert Companies



 


		12.	Fortress
                                         Investment Group LLC



 


		13.	Lonestar
                                         Opportunity Fund



 


		14.	Clarion
                                         Partners



 


		15.	Walton
                                         Street Capital, LLC



 


		16.	Starwood
                                         Financial Trust



 


		17.	BlackRock,
                                         Inc.



 


		18.	Raith
                                         Capital Partners, LLC



 


		19.	Rialto
                                         Capital Management, LLC




 






    	C-1



    	 



    

 


SCHEDULE
I


  


The
Note A-2 PSA shall provide that:


 


(i)          the
applicable Master Servicer or Trustee for the Note A-2 Securitization shall be required to provide written notice to each of the
Note A-1 Master Servicer, the Note A-3 Master Servicer, the Note A-1 Trustee and the Note A-3 Trustee of any P&I Advance it
has made with respect to Note A-2 within two (2) Business Days of making such advance;


 


(ii)        if
the Master Servicer determines that a proposed P&I Advance with respect to Note A-2 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 advance, the Master Servicer shall provide each of the Note A-1 Master Servicer and Note A-3 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 the Trustee in connection with notification of its determination of nonrecoverability;


 


(iii)       the
Note A-2 Master Servicer shall remit all payments received with respect to the Note A-1 and Note A-3, 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
Note A-2 Master Servicer, the Note A-2 Special Servicer and the Note A-2 Trustee, to the other Holders on or prior to the Business
Day immediately preceding the Remittance Date for the Note A-1 Securitization or the Note A-3 Securitization, as applicable;


 


(iv)        with
respect to each of Note A-1 and Note A-3 that is held by a Securitization, the Note A-2 Certificate Administrator agrees to make
available to each of the Note A-1 Holder and the Note A-3 Holder or, if such Non-Controlling Note is securitized, to each of the
Note A-1 Master Servicer and the Note A-3 Master Servicer (or, if so requested, the related certificate administrator) certain
reports required to be delivered pursuant to the Note A-2 PSA (which shall include all loan-level reports constituting the CREFC
Investor Reporting Package) to the extent related to the Mortgage Loan or the Non-Controlling Note, which reports, to the extent
they relate to the funds remitted to each of the Note A-1 Holder or the Note A-3 Holder, shall be transmitted to each such holder
no later than the time of remittance;


 


(v)         the
Note A-2 Master Servicer shall provide (in electronic media) to each Note A-1 Holder and the Note A-3 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 Note A-2 PSA with respect to the Mortgaged Propert(y)(ies) securing the Non-Controlling Notes;


 


(vi)        the
servicing duties of each of the Note A-2 Master Servicer and the Note A-2 Special Servicer under the Note A-2 PSA 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


 






    	C-2



    	 



    

 


Agreement and the Note A-2 PSA and (iii) to the extent consistent
with the foregoing, the Servicing Standard;


 


(vii)       the
Servicing Standard in the Note A-2 PSA 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 Note Holders
together with the certificateholders of the Note A-2 Securitization, as a collective whole as if such Note Holders and certificateholders
constituted a single lender;


 


(viii)      the
Note A-1 and Note A-3 Holders shall be entitled to the same indemnity as the Note A-2 Holder under the Note A-2 PSA; each of the
Note A-2 Master Servicer, the Note A-2 Special Servicer, the Note A-2 Trustee, the Note A-2 Certificate Administrator and the
Note A-2 Senior Trust Advisor shall be required to indemnify each each of the Note A-1 Depositor, the Note A-3 Depositor, the
Note A-1 Holder and the Note A-3 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 the Note A-2 Master Servicer or Note A-2 Special
Servicer to identify a Servicing Function Participant under the Note A-2 PSA 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 either the Note A-1 Securitization or the Note A-3 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 Note A-2 Master Servicer, any primary servicer, the Note A-2 Special Servicer, the Note A-2 Trustee and the certificate
administrator or other party acting as custodian for the Note A-2 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 Note A-1 PSA and the Note A-3 PSA, in
the case of clauses (i) and (ii), as the Note A-1 Depositor or the Note A-3 Depositor, as applicable, or the Note
A-1 Trustee or the Note A-3 Trustee, as applicable, to the applicable Securitization reasonably believes, in good faith, are required
in order for the Note A-1 Depositor or the Note A-3 Depositor, as applicable, or the Note A-1 Trustee or the Note A-3 Trustee,
as applicable, 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 Note A-2 Trustee
or the Note A-2 Certificate Administrator, as applicable, shall, upon request, provide or cause to be provided with notice in
a timely manner to each of the Note A-1


 






    	C-3



    	 



    

 


Trustee and the Note A-3 Trustee for such Securitization a copy of the Note A-2 PSA and
(y) the Note A-2 Master Servicer and Note A-2 Special Servicer shall, upon reasonable prior written request, and subject to the
right of the Note A-2 Master Servicer or the Note A-2 Special Servicer, as the case may be, to review and approve such disclosure
materials, permit the Note A-1 Holder and the Note A-3 Holder to use such party’s description contained in the Note A-2
prospectus (updated as appropriate by the Note A-2 Master Servicer or Note A-2 Special Servicer, as applicable, at the cost of
the Note A-1 Depositor or the Note A-3 Depositor, as applicable) for inclusion in the disclosure materials relating to any securitization
of Note A-1 or Note A-3 and (z) the Note A-2 Master Servicer and Note A-2 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 Note A-1 or Note A-3 Depositor, as applicable). The Note A-2 Master Servicer and the Note A-2 Special
Servicer shall each be required to provide certification and indemnification to any certifying person with respect to the Note
A-1 Securitization and the Note A-3 Securitization with respect to any applicable Sarbanes-Oxley Certification (or analogous terms);


 


(x)         the
Note A-1 Depositor and the Note A-3 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 Note A-2 Master Servicer, the Note A-2 Special Servicer, the Note A-2 Certificate Administrator
or the Note A-2 Trustee, as the case may be, of its obligations under Article X of the Note A-2 PSA (or such other provision of
the Note A-2 PSA relating to compliance with the reporting requirements of the Securities Exchange Act of 1934 (including Rule
15Ga-1)), (ii) negligence, bad faith or willful misconduct on the part of the Note A-2 Master Servicer, the Note A-2 Special Servicer,
the Note A-2 Certificate Administrator or the Note A-2 Trustee, as applicable, in the performance of such obligations under the
Note A-2 PSA, or (iii) delivery of any Deficient Exchange Act Deliverable regarding, and delivered by or on behalf of, the Note
A-1 Depositor and the Note A-3 Depositor;


 


(xi)        the
Note A-1 Holder and the Note A-3 Holder are intended third-party beneficiaries in respect of the rights afforded them under the
Note A-2 PSA and the Note A-1 Master Servicer and Note A-3 Master Servicer will be entitled to enforce the rights of the Note
A-1 Holder or the Note A-3 Holder, as applicable, under this Agreement and the Note A-2 PSA;


 


(xii)       each
of the Note A-1 Master Servicer, the Note A-3 Master Servicer, the Note A-1 Special Servicer and the Note A-3 Special Servicer
shall be a third-party beneficiary of the Lead Securitization Servicing Agreement with respect to all provisions therein expressly
relating to compensation, reimbursement or indemnification of such Non-Lead Master Servicer or Non-Lead Special Servicer, as the
case may be, and the provisions regarding coordination of Advances;


 


(xiii)      if
the Mortgage Loan becomes a Defaulted Mortgage Loan and the Note A-2 Special Servicer determines to sell the Note A-2 in accordance
with the Note A-2 PSA, it shall have the right and the obligation to sell all of the Notes as notes evidencing one


 






    	C-4



    	 



    

 


whole loan
in accordance with the terms of the Note A-2 PSA. In connection with any such sale, the Special Servicer shall provide notice
to each Non-Controlling Note Holder of the planned sale and of such Non-Controlling Note Holder’s opportunity to bid on
the Mortgage Loan;


 


(xiv)       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 Note A-1 PSA, 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;


 


(xv)        Servicer
Termination Events (or analogous events) 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 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;


 


(xvi)       compensating
interest payments as defined therein with respect to each Note will be allocated by the Note A-2 Master Servicer between each
Note, pro rata, in accordance with their respective principal amounts. The Note A-2 Master Servicer shall remit any compensating
interest payment in respect of each of Note A-1 and Note A-3 related to the related Note Holder; and


 


(xvii)      any
conflict between the Note A-2 PSA and this Agreement shall be resolved in favor of this Agreement.


 






    	C-5