Exhibit
4.12


 


EXECUTION
VERSION




 


AGREEMENT
BETWEEN NOTE HOLDERS

 


Dated
as of July 13, 2017



by and between


 


WELLS FARGO BANK, NATIONAL ASSOCIATION

(Initial Note A-1 Holder)


 


and


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION

(Initial Note A-2 Holder)


 


2851
Junction


 



     


     


    

 


This
AGREEMENT BETWEEN NOTE HOLDERS (“Agreement”), dated as of July 13, 2017, by and between WELLS FARGO BANK, NATIONAL
ASSOCIATION (“WFB” and, together with its successors and assigns in interest, in its capacity as initial owner
of Note A-1 (as defined below), the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial
Agent”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity
as initial owner of Note A-2 (as defined below), the “Initial Note A-2 Holder” and together with the Initial
Note A-1 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), WFB originated a certain loan (the “Mortgage Loan”)
described on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to LL 2851 Junction,
LLC, a Delaware limited liability company (the “Mortgage Loan Borrower”), which was evidenced, inter alia,
by (i) one promissory note in the original principal amount of $30,065,000 (as amended, modified, consolidated, or supplemented,
“Note A-1”), made by the Mortgage Loan Borrower in favor of the Initial Note A-1 Holder and (ii) one promissory
note in the original principal amount of $28,000,000.00 (as amended, modified, consolidated, or supplemented, “Note A-2”
and together with Note A-1, the “Notes”), made by the Mortgage Loan Borrower in favor of the Initial Note A-2
Holder, each secured by a first mortgage (as amended, modified or supplemented, the “Mortgage”) on certain
real property located as described on the Mortgage Loan Schedule (the “Mortgaged Property”); and


 


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


 


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


 


Section
1.          Definitions;
Conflicts. 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 to such terms,
or terms of substantially similar import, in the Lead Securitization Servicing Agreement. To the extent of any conflict between
this Agreement and the Lead Securitization Servicing Agreement, the terms of this Agreement shall control. Whenever used in this
Agreement, the following terms shall have the respective meanings set forth below unless the context clearly requires otherwise.


 


“Accelerated
Mezzanine Loan Lender” shall have the meaning assigned to such term or an analogous term in the Lead Securitization
Servicing Agreement.


 


“Advance
Interest” shall mean the interest accrued on any Servicing Advance which is payable to the party that made that Servicing
Advance, in accordance with the Lead Securitization Servicing Agreement.


 



     


     


    

 


“Affiliate”
shall have the meaning assigned to such term or an analogous term 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, which office initially shall be the office of the Initial Note
A-1 Holder listed on Exhibit B hereto and, after the Securitization Date, shall be the office of the Master Servicer. The
Agent Office is the address to which notices to and correspondence with the Agent should be directed. The Agent may change the
address of its designated office by notice to the Note Holders.


 


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


 


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


 


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


 


“Asset
Representations Reviewer” shall mean the “Asset Representations Reviewer” (or similarly named Person that
is the “asset representations reviewer” as defined in Item 1101(m) of Regulation AB) under the Lead Securitization
Servicing Agreement.


 


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


 


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


 


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


 


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


 


“Borrower
Party” shall mean a borrower, a Mortgagor, a manager of a Mortgaged Property, an Accelerated Mezzanine Loan Lender or
any Borrower Party Affiliate.


 


“Borrower
Party Affiliate” shall mean, with respect to a borrower, a Mortgagor, a manager of a Mortgaged Property or an Accelerated
Mezzanine Loan Lender, (a) any other Person controlling or controlled by or under common control with such borrower, Mortgagor,
manager or Accelerated Mezzanine Loan Lender, as applicable, or (b) any other Person owning, directly or indirectly, 25% or more
of the beneficial interests in such borrower, Mortgagor, manager or Accelerated Mezzanine Loan Lender, as applicable. For the
purposes of this


 



    -2- 


     


    

 


definition, “control” when used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract
or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.


 


“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.


 


“Commission”
shall have the meaning assigned to such term in Section 2(c)(vi).


 


“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).


 


“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. The terms “Controlled”,
“Controlling” and “Controls” shall have the correlative meanings thereto.


 


“Controlling
Note” shall mean Note A-1.


 


“Controlling
Note Holder” shall mean the holder of the Controlling Note; provided that at any time the Controlling Note is
included in a Securitization, references to the “Controlling Note Holder” herein shall mean the holders of the majority
of the class of securities issued in such Securitization designated as the “controlling class” or such other party
otherwise assigned the rights to exercise the rights of the “Controlling Note Holder” under this Agreement or under
the Lead Securitization Servicing Agreement, as and to the extent provided in the Lead Securitization Servicing Agreement; provided
that for so long as 50% or more of the Controlling Note is held by (or the party assigned the rights to exercise the rights
of the “Controlling Note Holder” (as described above) is) the Mortgage Loan Borrower or a Borrower Party, the holder


 



    -3- 


     


    

 


of the Controlling Note (and such party assigned the rights to exercise the rights of the “Controlling Note Holder”
as described above) shall not be entitled to exercise any rights of the Controlling Note Holder, and there shall be deemed to
be no Controlling Note Holder hereunder. If the Controlling Note is included in a Securitization, the Lead Securitization Servicing
Agreement may contain additional limitations on the rights of the designated party entitled to exercise the rights of the “Controlling
Note Holder” hereunder if such designated party is the Mortgage Loan Borrower or if it has certain relationships with the
Mortgage Loan Borrower.


 


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


 


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


 


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


 


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


 


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


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934.


 


“First
Securitization” shall mean the earliest to occur of the Note A-1 Securitization and the Note A-2 Securitization.


 


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


 


“Indemnified
Items” shall have the meaning assigned to such terms in Section 2(b).


 


“Indemnified
Parties” shall have the meaning assigned to such terms in Section 2(b).


 


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


 


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


 


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


 


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


 



    -4- 


     


    

 


“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 have the meaning assigned to such term or an analogous term in the Mortgage Loan Documents.


 


“Interested
Person” shall have the meaning assigned to such term or an analogous term 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, if the First Securitization is the Note A-1 Securitization, such Securitization; provided
that, if any other Securitization occurs prior to the Note A-1 Securitization, then the First Securitization shall be the
Lead Securitization until such time as the Note A-1 Securitization occurs.


 


“Lead
Securitization Note” shall mean the Note included in the Lead Securitization.


 


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


 


“Lead
Securitization Note Holder Representative” shall mean the “Directing Certificateholder” or equivalent Person
under the Lead Securitization Servicing Agreement.


 


“Lead
Securitization Servicing Agreement” shall mean, as of any date of determination, (i) the pooling and servicing
agreement or other comparable agreement that


 



    -5- 


     


    

 


governs the Securitization that is then the Lead Securitization, and (ii) on
and after the date on which the Mortgage Loan is no longer subject to the provisions of agreement described in clause (i), the
Lead Securitization Servicing Agreement shall be determined in accordance with the second paragraph of Section 2(a).


 


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


 


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


 


“Master
Servicer” shall mean the master servicer appointed to act in such capacity with respect to the Mortgage Loan as provided
in the Lead Securitization Servicing Agreement.


 


“Monthly
Payment Date” shall have the meaning assigned to such term (or analogous term) in the Mortgage Loan Documents.


 


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


 


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


 


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


 


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


 


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


 


“Mortgage
Loan Agreement” shall mean the Loan Agreement, dated as of May 9, 2017, between the Mortgage Loan Borrower, as borrower,
and Wells Fargo Bank, National Association, 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 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, guarantying or 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.


 



    -6- 


     


    

 


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


 


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


 


“Non-Controlling
Note” means Note A-2.


 


“Non-Controlling
Note Holder” means each holder of a Non-Controlling Note; provided that with respect to each Non-Controlling
Note, at any time such Non-Controlling Note is included in a Securitization, references to a “Non-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 analogous term) or such other party otherwise assigned the rights to exercise the rights of a “Non-Controlling
Note Holder” under this Agreement or under the related Securitization Servicing Agreement, as and to the extent provided
in the related Securitization Servicing Agreement, and as to the identity of which the Controlling Note Holder (and, if applicable,
the Master Servicer and the Special Servicer) has been given written notice; provided, further that if at any time
50% or more of any Non-Controlling Note (or class of securities issued in a Securitization into which such Non-Controlling Note
has been deposited is designated as the “controlling class”) is held by (or such other party otherwise assigned the
rights to exercise the rights of the “controlling class” under the related Securitization Servicing Agreement is)
the Mortgage Loan Borrower or a Borrower Party, no such Note Holder or other Person shall be entitled to exercise any rights of
such Non-Controlling Note Holder under this Agreement or the related Securitization Servicing Agreement, and there shall be deemed
to be no Non-Controlling Note Holder with respect to such Non-Controlling Note. The Controlling Note Holder and the Lead Securitization
Note Holder (or, if applicable, the Master Servicer or the Special Servicer acting on its behalf) shall not be required at any
time to deal with more than one party exercising the rights of a “Non-Controlling Note Holder” herein or under the
Lead Securitization Servicing Agreement (it being understood for the avoidance of doubt that the Lead Securitization Note Holder
(or the Master Servicer or Special Servicer on its behalf) may additionally need to deal with the master servicer, special servicer
or other person party to the related 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 the related Non-Controlling Note is split
into two or more New Notes pursuant to Section 32, for purposes of this Agreement, such Securitization Servicing Agreement
or the holders of such New Notes shall designate one party to deal with the Controlling Note Holder and 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 Controlling Note Holder and the Lead Securitization Note Holder (or, the Master Servicer and the Special Servicer acting
on its behalf); provided that, in the absence of such designation and notice, the Controlling Note Holder and the Lead
Securitization Note Holder (or, the Master Servicer or the Special Servicer acting on its behalf) shall be entitled to treat the
last party as to which it has received written notice as having been designated as the Non-Controlling Note Holder with respect
to such Non-Controlling Note for all purposes of this Agreement. As of the date hereof and until further notice from the Non-Controlling
Note Holder (or, if applicable, the related Non-Lead Master Servicer or another party acting on its behalf), the Initial Note
A-2 Holder is the Non-Controlling Note Holder with respect to Note A-2. If the Non-Controlling Note is included in a Securitization,
the related


 



    -7- 


     


    

 


Securitization Servicing Agreement may contain additional limitations on the rights of the designated party entitled
to exercise the rights of the “Non-Controlling Note Holder” hereunder if such designated party is the Mortgage Loan
Borrower or if it has certain relationships with the Mortgage Loan Borrower.


 


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


 


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


 


“Non-Lead
Asset Representations Reviewer” shall mean the “Asset Representations Reviewer” (or similarly named Person
that is the “asset representations reviewer” as defined in Item 1101(m) of Regulation AB.) under any Non-Lead Securitization
Servicing Agreement.


 


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


 


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


 


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


 


“Non-Lead
Securitization” shall mean any Securitization of a Note in a Securitization Trust other than the Securitization that
is then the Lead Securitization.


 


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


 


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


 


“Non-Lead
Securitization Note Holder Representative” shall mean the “Directing Certificateholder” or equivalent Person
under the Non-Lead Securitization Servicing Agreement.


 


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


 


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


 



    -8- 


     


    

 


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


 


“Non-Securitizing
Note Holder” shall mean, with respect to a Securitization, each Note Holder other than a Securitizing Note Holder with
respect to such Securitization.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Note
A-2 PSA” shall mean the pooling and servicing agreement or other comparable 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
Holder Representative” shall mean a Controlling Note Holder Representative or a Non-Controlling Note Holder Representative,
as applicable.


 



    -9- 


     


    

 


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


 


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


 


“Note
Principal Balance” shall mean, (i) with respect to Note A-1, the Note A-1 Principal Balance and (ii) with respect to
Note A-2, the Note A-2 Principal Balance.


 


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


 


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


 


“Operating
Advisor” shall mean the trust advisor, senior trust advisor, operating advisor or other analogous term as defined under
the Lead Securitization Servicing Agreement.


 


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


 


“Percentage
Interest” shall mean, with respect to each Note Holder, a fraction, expressed as a percentage, the numerator of which
is the Note Principal Balance of the Note held by such Note Holder and the denominator of which is the sum of the Note Principal
Balances of all of the Notes.


 


“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 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.


 


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


 


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


 



    -10- 


     


    

 


(b)           one or more of the following:


 


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


 


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


 


(iii)           
an institution substantially similar to any of the foregoing entities described in clauses (i) or (ii), or


 


(iv)           
any entity Controlled by or under common Control or Controlling any of the entities described in clauses (i), (ii) or (iii),
or


 


(v)           
a Qualified Trustee (or, in the case of a CDO, a single-purpose, bankruptcy remote entity that contemporaneously pledges
its interest in a Note to a Qualified Trustee) in connection with (a) a securitization of, (b) the creation of collateralized
debt (or loan) 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;
(2) in the case of a Securitization Vehicle that is not a CDO, the special servicer of such Securitization Vehicle has a
Required Special Servicer Rating or is otherwise subject to Rating Agency Confirmations from the Rating Agencies rating each Securitization
(such entity, an “Approved Servicer”) and such Approved Servicer is required to service and administer such
Note or any interest therein in accordance with servicing arrangements for the assets held by the Securitization Vehicle which
require that such Approved Servicer act in accordance with a servicing standard notwithstanding any contrary direction or instruction
from any other Person; or (3) in the case of a Securitization Vehicle that is a CDO, the CDO Asset Manager and, if applicable,
each Intervening Trust Vehicle that is not administered and managed by a CDO Asset Manager which is a Qualified Institutional
Lender, are each a Qualified Institutional Lender under clauses (i), (ii), (iii), (iv) or (vi) of this definition, or


 


(vi)           
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 Note Holder, (B) a person that is otherwise a Qualified Institutional
Lender under clause (i), (ii), (iii) or (iv) (with respect to an institution substantially similar to the entities referred
to in clause (i) or (ii)), or


 



    -11- 


     


    

 


(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), and


 


in
the case of any entity referred to in clause (b)(i), (ii), (iii), (iv) or (vi)(B) 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 (vi)(B) above, the requirements of this clause (y) may be satisfied by a general
partner, managing member, or the fund manager responsible for the day-to-day management and operation of such entity; or


 


(c)               
any entity Controlled by any of the entities described in clause (b)(i), (ii), (iv)(B) or (v) above or subject to
a Rating Agency Confirmation as a Qualified Institutional Lender for purposes of this Agreement from each of the Rating Agencies
engaged to rate the securities for any Securitization.


 


“Qualified
Trustee” shall mean (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 or (ii) an institution whose long-term senior unsecured debt is rated in either
of the then in effect top three rating categories of each of the applicable Rating Agencies (or, if not rated by an applicable
Rating Agency, an equivalent (or higher) rating from any two of Fitch, Moody’s and S&P).


 


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


 


“Rating
Agency Confirmation” shall mean, with respect to any Securitization, a confirmation in writing (which may be in electronic
form) by each of the applicable Rating Agencies for such Securitization 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 securities of such Securitization (if then rated by such Rating Agency); provided that a written waiver
or other acknowledgment from any such Rating Agency


 



    -12- 


     


    

 


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 such Rating Agency with
respect to such matter. If no such securities are outstanding with respect to any Securitization, any action that would otherwise
require a Rating Agency Confirmation shall instead require the consent of the Controlling Note Holder, which consent shall not
be unreasonably withheld, conditioned or delayed.


 


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


 


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


 


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


 


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


 


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


 


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


 



    -13- 


     


    

 


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


 


“Securitization”
shall mean the Note A-1 Securitization or the Note A-2 Securitization.


 


“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.”


 


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


 


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


 


“Servicer
Termination Event” shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement.


 


“Servicing
Advance” shall have the meaning assigned to such term or an analogous term in 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 to act in such capacity with respect to the Mortgage Loan 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.


 


“Trust
Fund” shall mean the trust formed pursuant to the Lead Securitization Servicing Agreement.


 



    -14- 


     


    

 


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


 


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


 


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


 


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
from and after the Securitization Date by the Master Servicer and the Special Servicer pursuant to the terms of this Agreement
and the Lead Securitization Servicing Agreement; provided that 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 (unless such other Note is also
included in the Lead Securitization) if such principal or interest is not paid by the Mortgage Loan Borrower but shall be obligated
to make Servicing Advances, subject to the terms of the Lead Securitization Servicing Agreement; provided further that
the Special Servicer, when appointed, has the Required Special Servicer Rating from each Rating Agency then rating a Securitization.
The Lead Securitization Servicing Agreement shall contain terms and conditions that are customary for securitization transactions
involving assets similar to the Mortgage Loan and that are otherwise (i) required by the Code relating to the tax elections of
any Securitization Trust, (ii) required by law or changes in any law, rule or regulation or (iii) generally required by the Rating
Agencies in connection with the issuance of ratings in securitizations similar to the Securitizations. Each Note Holder acknowledges
that each 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 hereof, 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 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 such Note Holder set forth herein and in the Lead Securitization Servicing Agreement). In no event
shall the Lead


 



    -15- 


     


    

 


Securitization Servicing Agreement require the Servicer to enforce the rights of any Note Holder against any other
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, and is subject
in all respect to Section 6.04 of the Lead Securitization Servicing Agreement. 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 the Non-Lead Securitization Servicing Agreement to enable each such servicer to perform its servicing duties, and shall
not take any action or refrain from taking any action or follow any direction inconsistent with the foregoing.


 


At
any time after the First Securitization 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 other Rating Agency with respect to any such Non-Lead Securitization
Note regarding any Special Servicer to be appointed under such replacement servicing agreement that does not have the Required
Special Servicer Rating for such Rating Agency or, with respect to the Master Servicer, would not otherwise meet the conditions
to be a servicer under the Lead Securitization Servicing Agreement that is being replaced; 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 Servicers in the Lead Securitization or by any Person appointed by
the Lead Securitization Note Holder that is a Person meeting the requirements of a master servicer under the Lead Securitization
Servicing Agreement and, in the case of the Special Servicer, that meets the Required Special Servicer Rating for each Rating
Agency then rating securities of a Non-Lead Securitization.


 


(b)              
The Master Servicer shall be the lead master servicer on the Mortgage Loan, and from time to time it (or the Trustee or
the Special Servicer, to the extent provided in the Lead Securitization Servicing Agreement) shall make the following advances,
subject to the terms of the Lead Securitization Servicing Agreement and this Agreement: (i) Servicing Advances on the Mortgage
Loan and (ii) P&I Advances on the Lead Securitization Note. The Master Servicer, the Special Servicer and the Trustee, as
applicable, shall be entitled to reimbursement for a Servicing Advance, first from funds on deposit in the Collection Account
and/or the Companion Distribution Account for the Mortgage Loan that (in any case) represent amounts received on or in respect
of the Mortgage Loan, and then, in the case of Nonrecoverable Advances, if such funds on deposit in the Collection Account
or Companion Distribution Account are insufficient, from general collections of the Lead Securitization as provided in the Lead
Securitization Servicing Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled
to reimbursement for Advance Interest


 



    -16- 


     


    

 


on a Servicing Advance (including any Nonrecoverable 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 Advance or any Advance Interest
on a Servicing Advance (including any Nonrecoverable Advance), each Non-Lead Securitization Note Holder (including any Securitization
Trust into which a Non-Lead Securitization Note is deposited) shall be required to, promptly following notice from the Master
Servicer, reimburse the Lead Securitization for its pro rata share of such Nonrecoverable Advance or Advance Interest.


 


In
addition, each Non-Lead Securitization Note Holder (including, but not limited to, any Securitization Trust into which a 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, the Asset Representations Reviewer or the Depositor, as applicable,
is entitled to be reimbursed pursuant to the Lead Securitization Servicing Agreement, to the extent amounts on deposit in the
Companion Distribution Account or Collection Account are insufficient for reimbursement of such amounts. 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 Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor,
Asset Representations Reviewer and the Depositor (and any director, officer, employee or agent of any of the foregoing, to the
extent such parties are identified as indemnified parties in the Lead Securitization Servicing Agreement in respect of other mortgage
loans) (the “Indemnified Parties”) against any claims, losses, penalties, fines, forfeitures, legal fees and
related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with servicing and administration
of the Mortgage Loan (or, with respect to the Operating Advisor and the Asset Representations Reviewer, 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 Companion Distribution Account or Collection Account in respect of the Mortgage Loan, as applicable, 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,
however, that each Non-Lead Securitization Note Holder’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 a related Non-Lead Securitization Servicing
Agreement.


 



    -17- 


     


    

 


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


 


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


 



    -18- 


     


    

 


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


 


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


 


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


 


(iv)          the Non-Lead Securitization Note Holder shall be entitled to the same indemnity as the Lead Securitization Note Holder
under the Lead Securitization Servicing Agreement; each of the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor, the Custodian shall be required to (and shall require any Servicing Function Participant
or Additional Servicer engaged by it to) indemnify each Certifying Person and the depositor of any public Securitization related
to a Non-Lead Securitization Note, and their respective directors and officers and controlling persons, to the same extent that
they indemnify the Depositor (as depositor in respect of the Lead Securitization) and each Certifying Person for (i) its failure
to deliver the items in clause (v) below in a timely manner, (ii) its failure to perform its obligations to such depositor or
Non-Lead Trustee under Article XI (or any article substantially similar thereto that addresses Exchange Act reporting and Regulation
AB compliance) of


 



    -19- 


     


    

 


the Lead Securitization Servicing Agreement by the time required after giving effect to any applicable grace
period or cure period, (iii) the failure of any Servicing Function Participant or Additional Servicer retained by it (other than
a Mortgage Loan Seller Sub-Servicer) to perform its obligations to such depositor or trustee under such Article XI (or any article
substantially similar thereto that addresses Exchange Act reporting and Regulation AB compliance) of the Lead Securitization Servicing
Agreement by the time required and/or (iv) any Deficient Exchange Act Deliverable regarding, and delivered by or on behalf of,
such party;


 


(v)           
with respect to any Non-Lead Securitization that is subject to reporting requirements under the Securities Act, the Exchange
Act (including Rule 15Ga-1), and Regulation AB, (a) the Master Servicer, any primary servicer, the Special Servicer, the Trustee,
the Certificate Administrator or other party acting as custodian for the Lead Securitization shall be required to deliver (and
shall be required to cause each other servicer and servicing function participant (within the meaning of Items 1123 and 1122,
respectively, of Regulation AB) retained or engaged by it to deliver; provided that such party shall only be required to use commercially
reasonable efforts to cause a Mortgage Loan Seller Sub-Servicer to deliver), to the Non-Lead Depositor and the Non-Lead Trustee,
in a timely manner, (i) the reports, certifications, compliance statements, accountants’ assessments and attestations, and
all information to be included in reports (including, without limitation, Form ABS 15G, Form 10-K, Form 10-D and Form 8-K), and
(ii) upon request, any other materials specified in the Non-Lead Securitization Servicing Agreement, in the case of clauses (i)
and (ii), as the parties to each Non-Lead Securitization may reasonably require in order to comply with their obligations under
the Securities Act, the Exchange Act (including Rule 15Ga-1), Regulation AB and Form SF-3 and (b) without limiting the generality
of the foregoing, the Initial Note Holder of the Lead Securitization Note shall provide in a timely manner to the Non-Lead Depositor
and the Non-Lead Trustee, if any, a copy of the Lead Securitization Servicing Agreement in EDGAR-compatible format (but not later
than one business day following the closing date of the Lead Securitization) and each Servicer under the Lead Securitization Servicing
Agreement will be required, upon prior written request, to provide to the Non-Lead Depositor and the Non-Lead Trustee, if any,
any other information required to comply in a timely manner with applicable filing requirements under Items 1.01 and 6.02 of Form
8-K, any other disclosure information required pursuant to Regulation AB, in each case in a timely manner for inclusion in any
disclosure document (or for filing under Form 8-K, as applicable), and with respect to such Servicers, upon prior written request,
market indemnification agreements, opinions and Regulation AB compliance letters as were or are being delivered with respect to
the Lead Securitization (in each case at the expense of the Non-Lead Securitization Note Holder). The Master Servicer, any primary
servicer and the Special Servicer shall each be required to provide certification and indemnification to each Certifying Person
with respect to the Sarbanes-Oxley Certification (or analogous terms) as such terms are defined in the Non-Lead Securitization
Servicing Agreement;


 


(vi)           each of the Master Servicer, the Special Servicer, the Custodian and the Trustee and each Affected Reporting Party (or
analogous term) shall cooperate (and


 



    -20- 


     


    

 


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


 


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


 


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


 


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


 


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


 


(xi)          Servicer Termination Events with respect to the Master Servicer and the Special Servicer shall include: (i) solely with
respect to the Master Servicer, the failure to timely remit payments to a Non-Lead Securitization Note Holder, which failure continues
unremedied for one (1) Business Day following the date on which such payment was to be made; (ii) solely with respect to the Special
Servicer, the failure to deposit into any


 



    -21- 


     


    

 


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


 


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


 


(xiii)        any late collections received by the Master Servicer from the Mortgage Loan Borrower that are allocable to a Non-Lead Securitization
Note or reimbursable to a Non-Lead Master Servicer or a Non-Lead Trustee shall be remitted by the Master Servicer to the related
Non-Lead Master Servicer within one (1) Business Day of receipt of properly identified and available funds constituting such late
collections; provided, however, that to the extent any such amounts are received after 3:00 p.m. Eastern time on


 



    -22- 


     


    

 


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


 


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


 


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


 


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


 


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


 


(xviii)      The holder of the Lead Securitization Note shall:


 


(i)           
on, or within a timely manner following, the closing date of the Lead Securitization, provide notice of the closing of
the Lead Securitization and send (or provide for access through a financial printer together with notice (which may be by email)
and contact information therefor) a copy (in EDGAR-compatible format) of the Lead Securitization Servicing Agreement to each other
Note Holder; and


 


(ii)           
give each other Note Holder written notice in a timely manner (but no later than one (1) business day prior to the applicable
filing date) of any re-filing (other than a filing made in connection with a formal amendment of the Lead Securitization Servicing
Agreement) by the Depositor of the Lead


 



    -23- 


     


    

 


Securitization Servicing Agreement subsequent to the Securitization Date if such filing
contains revisions or changes that are material to the other Note Holders.


 


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


 


(i)           
such Non-Lead Securitization Note Holder shall be responsible for its pro rata share of any Nonrecoverable Advances
relating to Servicing Advances (and Advance Interest thereon) and any additional expenses of the Trust Fund, but only to the extent
that such expenses 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 amounts on deposit in the Companion
Distribution Account or Collection Account in respect of the Mortgage Loan, as applicable, are insufficient for reimbursement
of such amounts, (i) the related Non-Lead Master Servicer will be required to, promptly following notice from the Master
Servicer, reimburse the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, out
of general collections in the collection account (or equivalent account) established under the Non-Lead Securitization Servicing
Agreement for such Non-Lead Securitization Note Holder’s pro rata share of any such Nonrecoverable Advances and/or
additional expenses of the Trust Fund, 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 collections in the collection account (or equivalent account) established under the
related Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization Note Holder’s pro rata share
of any such Nonrecoverable Advances and/or additional expenses of the Trust Fund;


 


(ii)           each of the Indemnified Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required
to indemnify each of such Indemnified Parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to
the terms of Lead Securitization Servicing Agreement) by each Securitization Trust holding a 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 Companion Distribution Account are insufficient for reimbursement of such amounts, the related Non-Lead Master
Servicer will be required to reimburse each of the applicable Indemnified Parties for its pro rata share of the insufficiency
out of general collections in the collection account (or equivalent account) established under the related Non-Lead Securitization
Servicing Agreement; provided, however, that such Non-Lead Securitization Servicing Agreement may include limitations
and conditions on the payment or reimbursement of Indemnified Items to the Operating Advisor (including


 



    -24- 


     


    

 


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


 


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


 


(e)             Prior to the Securitization of a Non-Lead Securitization Note (including any New Note), all notices, reports, information
or other deliverables required to be delivered to the related Non-Lead Securitization Note Holder pursuant to this Agreement or
the Lead Securitization Servicing Agreement by the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer
acting on its behalf) only need to be delivered to the related Non-Lead Securitization Note Holder (or its Note Holder Representative)
and, when so delivered to such Non-Lead Securitization Note Holder (or its 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 a Non-Lead Securitization Note (including any New Note), as applicable, all notices, reports, information
or other deliverables required to be delivered to the related Non-Lead Securitization Note Holder pursuant to this Agreement or
the Lead Securitization Servicing Agreement by the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer
acting on its behalf) shall be delivered to the related Non-Lead Master Servicer and Non-Lead Special Servicer (who then may forward
such items to the party entitled to receive such items as and to the extent provided in the related Non-Lead Securitization Servicing
Agreement) and, when so delivered to such Non-Lead Master Servicer and such Non-Lead Special Servicer, the Lead Securitization
Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery
obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement (except where required by
this Agreement or the Lead Securitization Servicing Agreement to deliver items directly to a Non-Lead Depositor or other party
to a Non-Lead Securitization Servicing Agreement for purposes of compliance with securities laws).


 



    -25- 


     


    

 


(f)            The Lead Securitization Note Holder agrees that, if a Non-Lead Securitization Note is included in a Securitization, and
such Non-Lead Securitization is subject to reporting requirements under Regulation AB, the Master Servicer, the Special Servicer,
the Trustee and the Custodian shall be required to reasonably cooperate with the Non-Lead Asset Representations Reviewer in connection
with such Non-Lead Asset Representations Reviewer’s obligations under any Non-Lead Securitization Servicing Agreement with
respect to the Mortgage Loan by providing any documents reasonably requested by the Non-Lead Asset Representations Reviewer or
other requesting party in connection with the Non-Lead Asset Representations Reviewer’s obligations, but only to the extent
such documents are in the possession of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may
be, but in any event excluding any documents known to such the Master Servicer, the Special Servicer, the Trustee or the Custodian
to contain information that is proprietary to the related originator or Initial Note Holders or any draft documents or privileged
or internal communications. The reasonable out-of-pocket expenses of the Master Servicer, Special Servicer, the Trustee and the
Custodian actually incurred in connection with their compliance with such requests shall be reimbursable by the Non-Lead Asset
Representations Reviewer or, if not paid by the Non-Lead Asset Representations Reviewer, the Non-Lead Securitization Note Holder.


 


Section
3.          Priority
of Payments.


 


(a)            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 Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter
of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds,
awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower
in accordance with the terms of the Mortgage Loan Documents) shall be applied by the Lead Securitization Note Holder (or its designee)
to the Notes on a Pro Rata and Pari Passu Basis; provided, that (x) all amounts for required reserves or escrows required
by the Mortgage Loan Documents to be held as reserves or escrows or received as reimbursements on account of recoveries in respect
of property protection expenses or Servicing Advances then due and payable or reimbursable to the Trustee or any Servicer under
the Lead Securitization Servicing Agreement shall be applied to the extent set forth in, and in accordance with the terms of,
the Mortgage Loan Documents; and (y) all amounts that are then due, payable or reimbursable to any Servicer, with respect
to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement and any other compensation payable to it thereunder
(including without limitation, any additional expenses of the Trust Fund relating to the Mortgage Loan (but subject to the second
paragraph of Section 5(d) hereof) reimbursable to, or payable by, such parties and any Special Servicing Fees, Liquidation Fees,
Workout Fees and Penalty Charges (to the extent provided in the immediately following paragraph) but excluding (i) any P&I
Advances (and interest thereon) on the Lead Securitization Note, which shall be reimbursed in accordance with Section 2(b) hereof,
and (ii) any Master Servicing Fees due to the Master Servicer in excess of the Non-Lead Securitization


 



    -26- 


     


    

 


Note’s pro rata share
of that portion of such servicing fees calculated at the “primary servicing fee rate” applicable to the Mortgage Loan
as set forth in the Lead Securitization Servicing Agreement, which such excess shall not be subject to the allocation provisions
of this Section 3) shall be payable in accordance with the Lead Securitization Servicing Agreement.


 


For
clarification purposes, Penalty Charges paid on each Note shall first, be used to reduce, on a pro rata basis, the
amounts payable on each Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest
accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization
Servicing Agreement, second, be used to reduce the respective amounts payable on each Note by the amount necessary to pay
the Master Servicer, Trustee, the Non-Lead Master Servicer or the 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 the Non-Lead
Securitization Servicing Agreement, as applicable), third, be used to reduce, on a pro rata basis, the amounts payable
on each Note by the amount necessary to pay additional expenses of the Trust Fund (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, shall be paid to the Master Servicer and the Special Servicer as additional servicing compensation as provided
in the Lead Securitization Servicing Agreement.


 


Any
proceeds received from the sale of the primary servicing rights with respect to the Mortgage Loan shall be remitted, promptly
upon receipt thereof, to the Note Holders on a Pro Rata and Pari Passu Basis. Any proceeds received by any Note Holder from the
sale of master servicing rights with respect to its Note shall be for its own account.


 


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, 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


 



    -27- 


     


    

 


other party to the Mortgage Loan Documents, call
or waive any Event of Default, accelerate the Mortgage Loan or institute any foreclosure action or other remedy, and no Non-Lead
Securitization Note Holder shall have any voting, consent or other rights whatsoever except as explicitly set forth herein with
respect to the Lead Securitization Note Holder’s administration of, or exercise of its rights and remedies with respect
to, the Mortgage Loan. Subject to this Agreement and the Lead Securitization Servicing Agreement, no Non-Lead Securitization Note
Holder shall have any right to, and each Non-Lead Securitization Note Holder hereby presently and irrevocably assigns and conveys
to the Lead Securitization Note 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 such Note Holder has to, (i) call or cause the Lead Securitization Note
Holder to call an Event of Default under the Mortgage Loan, or (ii) exercise any remedies with respect to the Mortgage Loan
or the Mortgage Loan Borrower, including, without limitation, filing or causing the Lead Securitization Note Holder to file any
bankruptcy petition against the Mortgage Loan Borrower. The Lead Securitization Note Holder (or the Master Servicer, the Special
Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) shall not have any fiduciary duty to any Non-Lead
Securitization Note Holder in connection with the administration of the Mortgage Loan (but the foregoing shall not relieve the
Lead Securitization Note Holder from the obligation to make any disbursement of funds as set forth herein or its obligation to
follow the Servicing Standard (in the case of the Master Servicer or the Special Servicer) or any liability for failure to do
so).


 


Each
Note Holder hereby acknowledges the right and obligation of the Lead Securitization Note Holder (or the Special Servicer acting
on behalf of the Lead Securitization Note Holder), upon the Mortgage Loan becoming a Defaulted Loan to sell the Notes together
as notes evidencing one whole loan in accordance with the terms of the Lead Securitization Servicing Agreement and shall require
that all offers be submitted to the Special Servicer in writing. Whether any cash offer constitutes a fair price for the Mortgage
Loan shall be determined by the Special Servicer, if the highest offeror is a Person other than an Interested Person, and by the
Trustee, if the highest offeror is an Interested Person. Absent an offer at least equal to the Purchase Price, no offer from an
Interested Person shall constitute a fair price unless (i) it is the highest offer received and (ii) at least two other offers
are received from independent third parties. In determining whether any offer from an Interested Person received represents a
fair price for the Mortgage Loan, the Trustee shall rely on the most recent Appraisal (or update of such 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. In determining whether any such offer from a Person other than an Interested Person constitutes
a fair price for the Mortgage Loan, the Special Servicer shall take into account (in addition to the results of any Appraisal
or updated Appraisal or narrative appraisal that it may have obtained within the prior nine (9) months pursuant to the Lead Securitization
Servicing Agreement) among other factors, the period and amount of the occupancy level and physical condition of the Mortgaged
Property and the state of the local economy. In determining whether any offer received from an Interested Person represents a
fair price for any such Defaulted Loan, the Trustee shall rely on the most recent Appraisal (or update of such Appraisal) of the
related Mortgaged Property conducted in accordance with this Agreement within the preceding nine (9) month period or, in the absence
of any such Appraisal, on a new Appraisal. Except as provided in the following paragraph, the cost of any Appraisal


 



    -28- 


     


    

 


will be covered
by, and will be reimbursable as, a Servicing Advance by the Master Servicer. Notwithstanding the foregoing, the Lead Securitization
Note Holder (or the Special Servicer acting on behalf of the Lead Securitization Note Holder) shall not be permitted to sell the
Mortgage Loan without the written consent of each Non-Lead Securitization Note Holder (provided that such consent is not
required if the related Non-Lead Securitization Note is held by a Borrower Party) 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 ten (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 ten (10) days prior
to the proposed sale date, a copy of the most recent appraisal for the Mortgage Loan, and any documents in the servicing file
reasonably requested by such Non-Lead Securitization Note Holder that are material to the sale price of the Mortgage Loan and
(d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the
Lead Securitization Note Holder Representative) prior to the proposed sale date, all information and other documents being provided
to other offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer in connection
with the proposed sale; provided, however, that such Non-Lead Securitization Note Holder may waive any delivery
or timing requirements set forth in this sentence only for itself. Subject to the foregoing, each of the Controlling Note Holder,
the Controlling Note Holder Representative, the Non-Controlling Note Holders and the Non-Controlling Note Holder Representatives
shall be permitted to submit an offer at any sale of the Mortgage Loan (unless such Person is a Borrower Party).


 


Notwithstanding
anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the offering Interested Person
purchaser) designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5)
years’ experience in valuing loans similar to the Mortgage Loan, that has been selected with reasonable care by the Trustee
to determine if such cash offer constitutes a fair price for the Mortgage Loan. If the Trustee designates such third party to
make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination. The reasonable
fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party shall
be covered by, and shall be reimbursable, from the offering Interested Person.


 


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


 



    -29- 


     


    

 


in blank, to or at the direction of the
Lead Securitization Note Holder in connection with the consummation of any such sale.


 


The
authority of the Lead Securitization Note Holder to sell the Non-Lead Securitization Notes, and the obligations of the Non-Lead
Securitization Note Holders to execute and deliver instruments or deliver the Non-Lead Securitization Notes upon request of the
Lead Securitization Note Holder, shall terminate and cease to be of any further force or effect upon the date, if any, upon which
the Lead Securitization Note is repurchased by the Initial Note Holder from the trust fund established under the Lead Securitization
Servicing Agreement in connection with a material breach of representation or warranty made by such Initial Note Holder with respect
to the Lead Securitization Note or material document defect with respect to the documents delivered by the related Initial Note
Holder with respect to the Lead Securitization Note upon the consummation of the Lead Securitization. The preceding sentence shall
not be construed to grant to a Non-Lead Securitization Note Holder the benefit of any representation or warranty made by such
Initial Note Holder or any document delivery obligation imposed on such Initial Note Holder under any mortgage loan purchase and
sale agreement, instrument of transfer or other document or instrument that may be executed or delivered by such Initial Note
Holder 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
Mortgage Loan (or to the extent otherwise provided in the Lead Securitization Servicing Agreement), by the Special Servicer, in
each case pursuant to the Lead Securitization Servicing Agreement. Notwithstanding anything to the contrary contained herein,
in accordance with the Lead Securitization Servicing Agreement, the Lead Securitization Note Holder shall cause the Master Servicer
and the Special Servicer to service and administer the Mortgage Loan in accordance with the Servicing Standard, taking into account
the interests of each Note Holder. The Note Holders agree to be bound by the terms of the Lead Securitization Servicing Agreement.
All rights and obligations of the Lead Securitization Note Holder described hereunder may be exercised by the Master Servicer,
the Special Servicer, the Certificate Administrator or the Trustee on behalf of the Lead Securitization Note Holder. The Lead
Securitization Servicing Agreement shall not be amended in any manner that may materially and adversely affect any Non-Lead Securitization
Note Holder in its capacity as a 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 a Borrower Party) 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 Note Holder Representative pursuant to the Lead Securitization Servicing Agreement (for this purpose,
without regard to whether such items are actually required to be provided to the Lead Securitization Note Holder Representative
under the Lead Securitization Servicing Agreement due to the occurrence of a Control Termination Event or a Consultation


 



    -30- 


     


    

 


Termination
Event or effectively equivalent period) with respect to any Major Decision or the implementation of any recommended actions outlined
in an Asset Status Report relating to the Mortgage Loan, to a Non-Lead Securitization Note Holder (or its Non-Lead Securitization
Note Holder Representative), within the same time frame it is required to provide to the Lead Securitization Note Holder Representative
(for this purpose, without regard to whether such items are actually required to be provided to the Lead Securitization Note Holder
Representative under the Lead Securitization Servicing Agreement due to the occurrence of a Control Termination Event or a Consultation
Termination Event or effectively equivalent period, but subject to any limitations in the Lead Securitization Servicing Agreement
regarding providing such information to the Mortgage Loan Borrower or those who have certain relationships with the Mortgage Loan
Borrower) 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 Decision or the implementation
of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions
recommended by such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative); provided that after
the expiration of a period of ten (10) Business Days from the delivery to such Non-Controlling Note Holder (or its Non-Controlling
Note Holder Representative) by the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its
behalf) of written notice of a proposed action, together with copies of the notice, information and report required to be provided
to the Lead Securitization Note Holder 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 such Non-Controlling Note Holder (or its Non-Controlling
Note Holder Representative) (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 make any Major Decision or any action set forth in the Asset Status Report before the expiration
of the aforementioned ten (10) Business Day period if the Lead Securitization Note Holder (or Master Servicer or Special Servicer,
as applicable) determines that immediate action with respect thereto is necessary to protect the interests of the Note Holders.
In no event shall the Lead Securitization Note Holder (or Master Servicer or Special Servicer, acting on its behalf) be obligated
at any time to follow or take any alternative actions recommended by a Non-Controlling Note Holder (or its Non-Controlling Note
Holder Representative).


 


In
addition to the consultation rights of each Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) provided
in the immediately preceding paragraph, each Non-Controlling Note Holder shall have the right to attend (in person or telephonically,
in the discretion of the Master Servicer or Special Servicer, as applicable) annual meetings 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


 



    -31- 


     


    

 


Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.


 


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


 


Anything
herein or in the Lead Securitization Servicing Agreement to the contrary notwithstanding, if one of the Notes is included in a
REMIC and 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 and Non-Controlling Note Holders.


 


(a)            The Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise
of its rights and obligations with respect to the Mortgage Loan (the “Controlling Note Holder Representative”).
The Controlling Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace
the Controlling Note Holder Representative. When exercising its various rights under Section 5 and elsewhere in this Agreement,
the Controlling Note Holder may, at its option, in each case, act through the Controlling Note Holder Representative. The Controlling
Note Holder Representative may be any Person (other than a Borrower Party), 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


 



    -32- 


     


    

 


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. No Servicer, Certificate
Administrator or Trustee acting on behalf of the Lead Securitization Note Holder shall be required to recognize any Person as
a Controlling Note Holder Representative until the Controlling Note Holder has notified each Servicer, Certificate Administrator
and 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 each Servicer, Certificate Administrator and Trustee with written
confirmation of its acceptance of such appointment (and such parties will be entitled to rely on such notice), 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, Certificate Administrator and Trustee. None of the Servicers,
Certificate Administrator 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, in such capacity, will have any liability to the other
Note Holders or any other Person for any action taken, or for refraining from the taking of any action or the giving of any consent
or the failure to give any consent pursuant to this Agreement or the Lead Securitization Servicing Agreement, or errors in judgment,
absent any loss, liability or expense incurred by reason of its willful misfeasance, bad faith, gross negligence or breach of
this Agreement. 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 or Controlling Note Holder may have special relationships and
interests that conflict with the interests of other Note Holders and, absent willful misfeasance, bad faith, gross negligence
or breach of this Agreement on the part of the Controlling Note Holder Representative or the Controlling Note Holder, as the case
may be, acting in such capacity, agree to take no action against the Controlling Note Holder Representative, the Controlling Note
Holder or any of their respective officers, directors, employees, principals or agents as a result of such special relationships
or interests, and that neither the Controlling Note Holder Representative nor the Controlling Note Holder will be deemed to have
been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misfeasance or to have recklessly disregarded
any exercise of its rights by reason of its having acted or refrained from acting, or having given any consent or having failed
to give any consent, solely in the interests of any Note Holder.


 



    -33- 


     


    

 


(b)          Each Non-Controlling Note Holder shall have the right at any time to appoint a representative (other than a Borrower Party)
in connection with the exercise of its rights and obligations with respect to the Mortgage Loan (with respect to such Note Holder,
the “Non-Controlling Note Holder Representative”). All of the provisions relating to the Controlling Note Holder
and the Controlling Note Holder Representative set forth in Section 6(a) shall apply to each Non-Controlling Note Holder and its
Non-Controlling Note Holder Representative mutatis mutandis.


 


Each
Non-Controlling Note Holder (if it is not the Lead Securitization Note Holder) shall provide notice of its identity and contact
information (including any change thereof) to the Trustee, Certificate Administrator, the Master Servicer and the Special Servicer;
provided, that each Initial Note Holder shall be deemed to have provided such notice on the date hereof. The Trustee, Certificate
Administrator, the Master Servicer and the Special Servicer under the Lead Securitization Servicing Agreement shall be entitled
to conclusively rely on such identity and contact information received by it and shall not be liable in respect of any deliveries
hereunder sent in reliance thereon. The Non-Controlling Note Holder Representative with respect to the Non-Controlling Notes,
as of the date of this Agreement and until the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer)
is notified otherwise, shall be the Initial Note A-2 Holder.


 


(c)           The Controlling Note Holder shall be entitled to exercise the rights and powers granted to the Controlling Note Holder
hereunder and the rights and powers granted to the “Directing Holder,” “Controlling Class Certificateholder,”
“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 the Mortgage Loan if it is a “Specially Serviced Loan” (as defined in the Lead
Securitization Servicing Agreement) 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 after receipt of the written recommendation and analysis and such additional information
requested by the Controlling Note Holder, and reasonably available to the Special Servicer, as may be necessary in order to make
a judgment with respect to such Major Decision. The Controlling Note Holder may also direct the Special Servicer to take, or to
refrain from taking, such other actions with respect to the Mortgage Loan as the Controlling Note Holder may deem advisable.


 


If
the Controlling Note Holder fails to notify the Special Servicer of its approval or disapproval of any proposed Major Decision
within ten (10) Business Days after delivery to the Controlling Note Holder by the applicable Servicer of written notice of a
proposed Major Decision 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


 



    -34- 


     


    

 


judgment, then upon the expiration of such ten (10) Business Day 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, consent, direction or advice contemplated by the preceding paragraphs may, and neither the Master Servicer nor Special
Servicer shall take any action that would (i) 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 or the Master Servicer or Special Servicer’s obligation to act in accordance with the Servicing Standard
or (ii) result in the imposition of a tax on any Trust REMIC under the REMIC Provisions or cause any REMIC Pool to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code
for federal income tax purposes, (iii) expose the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor, the Depositor, the Asset Representations Reviewer, the Trust or the Trustee or any of their respective Affiliates, officers,
directors, shareholders, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement
or the Lead Securitization Servicing Agreement does not provide indemnification to such party or expose any such party to prosecution
for a criminal offense, (iv) materially expand the scope of responsibilities of any of the Master Servicer, Special Servicer,
the Certificate Administrator, the Asset Representations Reviewer, the Trustee or the Operating Advisor, as applicable, under
this Agreement or the Lead Securitization Servicing Agreement.


 


Section
7.          Appointment
of Special Servicer. Subject to the conditions and requirements set forth in the Lead Securitization Servicing Agreement,
the Controlling Note Holder 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 the 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,
but only if required by the terms of the Lead Securitization Servicing Agreement), and delivering to each Non-Controlling Note
Holder a Rating Agency Confirmation with respect to any rated securities issued and outstanding under the related Securitization
if such replacement Special Servicer does not meet the Required Special Servicer Rating with respect to those Rating Agencies
rating the securities of any Securitization related to a Non-Controlling Note Holder.


 



    -35- 


     


    

 


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 Non-Controlling Note Holders 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 a Non-Controlling Note Holder, such Non-Controlling Note Holder shall have the
right to direct the Trustee (or at any time that the Mortgage Loan is no longer included in a Securitization Trust, the Controlling
Note Holder) to terminate the Special Servicer under the 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. The Note Holders acknowledge
and agree that any successor special servicer appointed to replace the Special Servicer with respect to the Mortgage Loan that
was terminated for cause at a Non-Controlling Note Holder’s direction cannot at any time be the person (or an Affiliate
thereof) that was so terminated without the prior written consent of such Non-Controlling Note Holder. The Non-Controlling Note
Holder that directs the Trustee (or at any time that the Mortgage Loan is no longer included in a Securitization Trust, the Controlling
Note Holder) to terminate the Special Servicer shall be solely responsible for reimbursing the Trustee’s or the Controlling
Note Holder’s, as applicable, costs and expenses, if not paid within a reasonable time by the terminated special servicer
and, in the case of the Trustee, that would otherwise be reimbursed to the Trustee from amounts on deposit in the Collection Account
under the Lead Securitization Servicing Agreement.


 


Section
8.         Payment
Procedure.


 


(a)          The Lead Securitization Note Holder (or the Master Servicer acting on its behalf), in accordance with the priorities set
forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be
deposited all payments allocable to the Notes to the Collection Account and/or Companion Distribution 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 by it 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.


 


(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 the Lead Securitization Note Holder, a Non-Lead Securitization
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


 



    -36- 


     


    

 


Note Holders
and each Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead
Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore distributed to
such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization Note
Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with
respect thereto.


 


(c)          If, for any reason, the Lead Securitization Note Holder makes any payment to a 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 a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against
any future payments due to such Non-Lead Securitization Note Holder under the Mortgage Loan. A 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 any other Note Holder with respect to its Note
except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on
the part of such Note Holder; provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will
nevertheless be subject to the obligations and standards (including the Servicing Standard) set forth in the related Securitization
Servicing Agreement.


 


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


 



    -37- 


     


    

 


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 a Non-Lead Securitization
Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency
Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make
any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify,
lift or terminate the automatic stay with respect to the Mortgage Loan. Each Non-Lead Securitization Note Holder hereby agrees
that, upon the request of the Lead Securitization Note Holder, such 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 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


 



    -38- 


     


    

 


governmental
investigation against such Note Holder, an adverse outcome of which would materially and adversely affect its performance under
this Agreement.


 


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


 


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, a Borrower Party, 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, and receive payments on such other loans or extensions of credit to any such party 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)           Except
as contemplated by the second following sentence, each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate,
hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (a “Transfer”)
except to a Qualified Institutional Lender in accordance with the terms of this Agreement. Promptly after the Transfer (other
than a Transfer to a Securitization Trust), the non-transferring Note Holder(s) 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 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 (a) obtain the consent of each non-transferring Note Holder
and (b) if such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation
from each Rating Agency then rating the securities of such Securitization Trust. 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, until a Rating Agency Confirmation is obtained, no Note Holder shall Transfer all or any
portion of its Note (or a participation interest in such Note) to a Borrower Party and any such Transfer made without the prior
consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note


 



    -39- 


     


    

 


Holder’s Note
is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided
that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject
to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement
or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay
the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee
and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Confirmation
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 or of any other Person or having to provide any Rating Agency Confirmation, to Transfer
49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply
in the case of (1) a sale of all of the Notes together, 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.


 


(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 a Borrower Party) 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 (or, if not rated by an applicable Rating Agency, an equivalent or higher rating from any two of Fitch,
Moody’s and S&P) (a “Note Pledgee”), on terms and conditions set forth in this Section 14(c),
it being further agreed that a financing provided by a Note Pledgee to a Note Holder or any person which Controls such Note that
is secured by its Note and is structured as a repurchase arrangement, shall qualify as a “Pledge” hereunder, provided
that a Note Pledgee that 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 any other Note Holder and any Servicer that a Pledge has been
effected (including the name and address of the applicable Note Pledgee), such 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


 



    -40- 


     


    

 


Pledgee a period of ten (10) days to cure a default by the pledging Note Holder in respect of its obligations to
any 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
Holders 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 Holders 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. A 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 a Borrower Party that is also a Qualified Institutional Lender at any foreclosure or similar sale held
by such Note Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, as the successor to the pledging
Note Holder’s rights, remedies and obligations under this Agreement, and any such Note Pledgee or Qualified Institutional
Lender shall assume in writing the obligations of the pledging Note Holder hereunder accruing from and after such Transfer (i.e.,
realization upon the collateral by such Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The
rights of a Note Pledgee under this Section 14(c) shall remain effective as to any Note Holder (and any Servicer) unless
and until such Note Pledgee shall have notified any such Note Holder (and any Servicer, as applicable) in writing that its interest
in the pledged Note has terminated.


 


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


 


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


 



    -41- 


     


    

 


(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 and the names and addresses of any transferee of any Note
of which the Agent has received notice, in the form of a copy of the assignment and assumption agreement referred to in this Section 15,
shall be registered in the Note Register. The Person in whose name a Note is so registered shall be deemed and treated as the
sole owner and holder thereof for all purposes of this Agreement. Upon request of a Note Holder, the Agent shall provide such
party with the names and addresses of the other Note Holder. To the extent the Trustee or another party is appointed as Agent
hereunder, each Note Holder hereby designates such person as its agent under this Section 15 solely for purposes of maintaining
the Note Register.


 


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


 



    -42- 


     


    

 


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


 


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


 


Section
18.       Modifications.
This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by each Note Holder. Additionally,
for as long as any Note is contained in a Securitization Trust, the Note Holders shall not amend or modify this Agreement without
first obtaining a Rating Agency Confirmation from each Rating Agency then rating any securities of any Securitization; provided
that no such Rating Agency Confirmation shall be required in connection with a modification (i) to cure any


 



    -43- 


     


    

 


ambiguity, to
correct or supplement any provisions herein that may be defective or inconsistent with any other provisions herein or with the
Lead Securitization Servicing Agreement, or (ii) with respect to matters or questions arising under this Agreement, to make provisions
in this Agreement consistent with other provisions of this Agreement (including, without limitation, in connection with the creation
of New Notes pursuant to Section 32).


 


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


 


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


 


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


 


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


 


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


 


Section
24.        Withholding Taxes.   (a)
If the Lead Securitization Note Holder or the Mortgage Loan Borrower shall be required by law to deduct and withhold Taxes from
interest, fees or other amounts payable to a 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
such Non-Lead Securitization Note Holder with a statement setting forth the amount of Taxes withheld, the applicable rate


 



    -44- 


     


    

 


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 Non-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 such Non-Lead Securitization Note Holder in reliance upon any representation, certificate, statement, document or instrument
made or provided by such Non-Lead Securitization 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 Non-Lead Securitization 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 Non-Lead Securitization 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 Non-Lead Securitization Note Holder represents to the Lead Securitization Note Holder (for the benefit of the Mortgage
Loan Borrower) that it is not a Non-Exempt Person and that neither the Lead Securitization Note Holder nor the Mortgage Loan Borrower
is obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise pursuant
to this Agreement. Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of
this Agreement, each Non-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 Non-Lead Securitization Note Holder is created or organized under the laws of the United States, any state thereof or the District
of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the Lead Securitization Note Holder
an Internal Revenue Service Form W-9 and (ii) if a Non-Lead Securitization 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 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


 



    -45- 


     


    

 


payment hereunder with respect to any Non-Lead Securitization Note or otherwise until the related Non-Lead Securitization
Note Holder 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 First Securitization, the originals of all of the Mortgage Loan Documents (other than the Notes)
shall be held by the Initial Agent on behalf of the registered holders of the Notes. On and after the closing of the Lead Securitization,
the originals of all of the Mortgage Loan Documents (other than the originals of the Non-Lead Securitization Notes) shall be held
by the Trustee through a duly appointed custodian therefor, in accordance with the terms of the Lead Securitization Servicing
Agreement, on behalf of the registered holders of the Notes; provided that if the First Securitization is not the Note
A-1 Securitization, (i) the originals of all of the Mortgage Loan Documents (other than the Note being deposited into the First
Securitization) shall be transferred to and held by the Trustee (of the First Securitization) through a duly appointed custodian
therefor under the First Securitization, on behalf of the registered holders of the Notes, until the Note A-1 Securitization Date,
on which date, the originals of all of the Mortgage Loan Documents (other than Note A-2) shall be transferred to and held in the
name of the Trustee (by a duly appointed custodian therefor) under the Note A-1 PSA on behalf of the registered holders of the
Notes; and (ii) all Mortgage Loan Documents (other than the Note that is deposited into the First Securitization) shall not be
recorded or filed to reflect the name of the trustee under the Securitization Servicing Agreement for the First Securitization
(except to the extent specifically provided for in the Securitization Servicing Agreement for the First Securitization).


 


Section
26.       Cooperation in Securitization.
Each Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization.
In connection with a Securitization and subject to the terms of the preceding sentence, at the request of the related Securitizing
Note Holder, the related Non-Securitizing Note Holder shall use reasonable efforts, at such Securitizing Note Holder’s expense,
to satisfy, and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy,
the market standards to which such Securitizing Note Holder customarily adheres or that may be reasonably required in the marketplace
or by the Rating Agencies in connection with such Securitization, including, entering into (or consenting to, as applicable) any
modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note Holder in attempting
to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be
reasonably requested by the Rating Agencies to effect such Securitization; provided, that no Non-Securitizing Note Holder
shall be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable)
in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any
payments due to or priority of such payments to, such Non-Securitizing Note Holder or (ii) materially increase such Non-Securitizing
Note Holder’s obligations or materially decrease such Non-Securitizing Note Holder’s rights, remedies or protections.
In connection with any Securitization, each related Non-Securitizing Note Holder shall provide for inclusion in any disclosure
document relating to such Securitization such information concerning such Non-Securitizing Note Holder and its Note as the related
Securitizing Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing Note Holder shall, at
such


 



    -46- 


     


    

 


Securitizing Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing
Note Holder in connection with such Securitization (including, without limitation, reasonably cooperating with such Securitizing
Note Holder (without any obligation to make additional representations and warranties) to enable such Securitizing Note Holder
to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection
with the Mortgage Loan and such Securitization), as well as in connection with all other matters and the preparation of any offering
documents thereof and to review and respond reasonably promptly with respect to any information relating to such Note Holder and
its Note in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization, the information
provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note Holder may be incorporated into
the offering documents for such Securitization. Each Securitizing Note Holder and each Rating Agency shall be entitled to rely
on the information supplied by, or on behalf of, each Non-Securitizing Note Holder.


 


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


 


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


 


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


 


Section
29.       Certain Matters
Affecting the Agent.


 


(a)         The Agent may request and/or rely upon and shall be protected in acting or refraining from acting upon any representation
made 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;


 



    -47- 


     


    

 


(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 representation made 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.        Reserved.


 


Section
31.        Resignation of Agent.
The Agent may resign at any time on ten (10) days’ prior notice, so long as a successor Agent, reasonably satisfactory to
the Note Holders (it being agreed that a Servicer, the Trustee or a Certificate Administrator in a Securitization is satisfactory
to the Note Holders), has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. WFB, 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 a Lead Securitization, the Master Servicer shall be deemed to have been automatically appointed as the successor
Agent under this Agreement in place of WFB or the master servicer of the First Securitization, as applicable, 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
32.         Resizing. Notwithstanding
any other provision of this Agreement, for so long as any Note Holder or an affiliate thereof (each, an “Original Entity”)
is the owner of a Note that is not included in a Securitization (each, an “Owned Note”), such Original 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, and (iv) the Original Entity holding


 



    -48- 


     


    

 


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. 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 (iv)
above are satisfied), 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 a “Controlling Note
Holder” or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or Non-Controlling Note Holder,”
as applicable, of such New Notes shall be as provided in the definition of such terms in this Agreement, provided that the Controlling
Note Holder shall be entitled to designate any New Note created from the originally existing Controlling Note to be a Non-Controlling
Note Holder. If the Lead Securitization Note Holder so requests, the Original Entity holding the New Notes shall (a) represent
that the conditions set forth in (i) through (iv) have been satisfied and/or (b) deliver a confirmation of the continued applicability
of this Agreement to the New Notes.


 


[Signature
Page Follows]


 



    -49- 


     


    

 





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


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Initial Agent and Initial Note A-1 Holder and Initial Note A-2 Holder
	 	 
	 	By: 	/s/ Jeffrey L. Cirillo
	 	 	Name: Jeffrey L. Cirillo
	 	 	Title: Managing Director




 





(Agreement
Between Note Holders – 2851 Junction Mortgage Loan)







 



    S-1


     


    

 





EXHIBIT A


 


MORTGAGE LOAN SCHEDULE

 


Description of Mortgage Loan


 


	Mortgage
    Loan Borrower:	LL
    2851 Junction, LLC
	Date
    of Mortgage Loan:	May
    9, 2017
	Date
    of Notes:	May
    9, 2017
	Original
    Principal Amount of Mortgage Loan:	$58,065,000.00
	Principal
    Amount of Mortgage Loan as of the date hereof:	$58,065,000.00
	Initial
    Note A-1 Principal Balance:	$30,065,000.00
	Initial
    Note A-2 Principal Balance:	$28,000,000.00
	Location
    of Mortgaged Property:	San
    Jose, CA
	Initial
    Maturity Date:	5/11/2027


 



    A-1


     


    

 





EXHIBIT B


 


		1.	Initial Note A-1 Holder and Initial Note
                                         A-2 Holder:



 


Wells Fargo Bank, National Association

375 Park Avenue, 2nd Floor

J0127-023

New York, New York 10152

Attention: A.J. Sfarra


Email: Anthony.sfarra@wellsfargo.com



with a copy to:



Jeff D. Blake, Esq.

Senior Counsel

Wells Fargo Law Department

D1053-300

301 South College St.

Charlotte, North Carolina 28288


Email: jeff.blake@wellsfargo.com


 


with a copy to (if by email):


 


mike.jewesson@alston.com
and peter.mckee@alston.com


 



    B-1


     


    

 


 


EXHIBIT C

PERMITTED FUND MANAGERS





 


		1.	AllianceBernstein






		2.	Annaly
                                         Capital Management






		3.	Apollo
                                         Real Estate Advisors






		4.	Archon
                                         Capital, L.P.






		5.	AREA
                                         Property Partners






		6.	Artemis
                                         Real Estate Partners






		7.	BlackRock,
                                         Inc.






		8.	Clarion
                                         Partners






		9.	Colony
                                         Northstar, Inc.






		10.	DLJ
                                         Real Estate Capital Partners






		11.	Dune
                                         Real Estate Partners






		12.	Eightfold
                                         Real Estate Capital, L.P.






		13.	Five
                                         Mile Capital Partners






		14.	Fortress
                                         Investment Group, LLC






		15.	Garrison
                                         Investment Group






		16.	H/2
                                         Capital Partners LLC






		17.	Hudson
                                         Advisors






		18.	Investcorp
                                         International






		19.	iStar
                                         Financial Inc.






		20.	J.P.
                                         Morgan Investment Management Inc.






		21.	JER
                                         Partners






		22.	Lend-Lease
                                         Real Estate Investments






		23.	Libermax
                                         Capital LLC






		24.	LoanCore
                                         Capital






		25.	Lone
                                         Star Funds






		26.	Lowe
                                         Enterprises






		27.	Normandy
                                         Real Estate Partners






		28.	Och-Ziff
                                         Capital Management Group






		29.	Praedium
                                         Group






		30.	Raith
                                         Capital Partners, LLC






		31.	Rialto
                                         Capital Management LLC






		32.	Rialto
                                         Capital Advisors LLC






		33.	Rockpoint
                                         Group






		34.	Rockwood






		35.	RREEF
                                         Funds






		36.	Square
                                         Mile Capital Management






		37.	The
                                         Blackstone Group






		38.	The
                                         Carlyle Group






		39.	Torchlight
                                         Investors






		40.	Walton
                                         Street Capital, L.L.C.






		41.	Westbrook
                                         Partners






		42.	Wheelock
                                         Street Capital






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



 



    C-1