Exhibit 4.11


 


EXECUTION VERSION


 





 


AGREEMENT
BETWEEN NOTE HOLDERS



 


Dated
as of June 8, 2017



by and between




 


MORGAN
STANLEY BANK, N.A.

(Initial Note A-1 Holder)


 


and


 


MORGAN
STANLEY BANK, N.A.

(Initial Note A-2 Holder)


 


Westchester
One








 






     


     

    

 


TABLE
OF CONTENTS


 





	 	 	Page
	 	 	 
	Section 1.	Definitions	2
	Section 2.	Servicing of the Mortgage Loan	15
	Section 3.	Priority of Payments	21
	Section 4.	Workout	22
	Section 5.	Administration of the Mortgage Loan	22
	Section 6.	Note Holder Representatives	26
	Section 7.	Appointment of Special Servicer	28
	Section 8.	Payment Procedure	29
	Section 9.	Limitation on Liability of the Note Holders	30
	Section 10.	Bankruptcy	30
	Section 11.	Representations of the Note Holders	31
	Section 12.	No Creation of a Partnership or Exclusive Purchase
Right	31
	Section 13.	Other Business Activities of the Note Holders	32
	Section 14.	Sale of the Notes	32
	Section 15.	Registration of the Notes and Each Note Holder	35
	Section 16.	Governing Law; Waiver of Jury Trial	35
	Section 17.	Submission To Jurisdiction; Waivers	36
	Section 18.	Modifications	36
	Section 19.	Successors and Assigns; Third Party Beneficiaries	37
	Section 20.	Counterparts	37
	Section 21.	Captions	37
	Section 22.	Severability	37
	Section 23.	Entire Agreement	37
	Section 24.	Withholding Taxes	37
	Section 25.	Custody of Mortgage Loan Documents	39
	Section 26.	Cooperation in Securitization	39
	Section 27.	Notices	40
	Section 28.	Broker	40
	Section 29.	Certain Matters Affecting the Agent	40
	Section 30.	Reserved	41
	Section 31.	Resignation of Agent	41
	Section 32.	Resizing	41







 






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This
AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of June 8, 2017 by and between MORGAN STANLEY BANK,
N.A. (“MSBNA” and, together with its successors and assigns in interest, in its capacity as initial owner of
Note A-1 described below, the “Initial Note A-1 Holder” and, in its capacity as the initial agent, the “Initial
Agent”) and MSBNA (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2
described below, the “Initial Note A-2 Holder”; the Initial Note A-1 Holder and the Initial Note A-2 Holder
are referred to collectively herein as the “Initial Note Holders”).


 


W
I T N E S S E T H:


 


WHEREAS,
pursuant to the Mortgage Loan Agreement (as defined herein), MSBNA originated a certain loan (the “Mortgage Loan”)
described on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to the mortgage loan
borrowers described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which is evidenced, inter
alia, by (i) a promissory note in the original principal amount of $67,500,000 (as amended, modified, consolidated, or supplemented,
“Note A-1”) and (ii) a promissory note in the original principal amount of $42,500,000 (as amended, modified,
consolidated, or supplemented, “Note A-2” and, together with Note A-1, the “Notes”);


 


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


 


WHEREAS,
MSBNA, as Initial Note A-1 Holder, intends to sell, transfer and assign its right, title and interest in and to Note A-1
to Morgan Stanley Mortgage Capital Holdings LLC (“MSMCH”), and MSMCH intends to sell, transfer and assign its
right, title and interest in and to Note A-1 to Morgan Stanley Capital I Inc. pursuant to a Mortgage Loan Purchase Agreement dated
and effective as of June 16, 2017, between Morgan Stanley Capital I Inc., as purchaser, and MSMCH, as seller, and Morgan Stanley
Capital I Inc. intends to transfer its right, title and interest in and to Note A-1 to Wilmington Trust, National Association,
as trustee for BANK 2017-BNK5, pursuant to a pooling and servicing agreement, expected to be dated as of June 1, 2017 (the “Note
A-1 PSA”), between Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association, as general master
servicer, CWCapital Asset Management LLC, as general special servicer, National Cooperative Bank, N.A. (“NCB”),
as NCB master servicer and NCB special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington
Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer;


 


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


 


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


 






     


     

    

 


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


 


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


 


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


 


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


 


“Agent”
shall mean the Initial Agent or such Person to whom the Initial Agent shall delegate its duties hereunder, and after the Note
A-1 Securitization Date shall mean the Master Servicer.


 


“Agent
Office” shall mean the designated office of the Agent, which office, as of the date of this Agreement, is the office
of the Initial Note A-1 Holder listed on Exhibit B hereto, and which is the address to which notices to and correspondence
with the Agent should be directed. The Agent may change the address of its designated office by notice to the Note Holders.


 


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


 


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


 


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


 


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


 


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


 


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


 


“CDO
Asset Manager” with respect to any Securitization Vehicle that is a CDO, shall mean the entity that is responsible for
managing or administering a Note as an underlying asset of such Securitization Vehicle or, if applicable, as an asset of any Intervening
Trust Vehicle


 



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(including, without limitation, the right to exercise any consent and control rights available to the holder of
such Note).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Controlling
Note” shall mean Note A-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 any other party
that is assigned the rights to exercise the rights of the “Controlling Note Holder” hereunder, as and to the extent
provided in the related Securitization Servicing Agreement; provided that for so long as 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 an Affiliate of the Mortgage Loan Borrower, the Controlling Note (and such party assigned
the rights to exercise the rights of the “Controlling Note Holder” as described above) shall not be entitled to exercise
any rights of the Controlling Note Holder, and there shall be deemed to be no Controlling Note Holder hereunder. If the Controlling
Note is included in a Securitization, the related Securitization Servicing Agreement may contain additional limitations on the
rights of the designated party entitled to exercise the rights of the “Controlling Note Holder” hereunder if such
designated party is the Mortgage Loan Borrower or if it has certain relationships with the Mortgage Loan Borrower.


 






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


 


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


 


“Depositor”
shall mean 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.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Interested
Person” shall mean the Depositor, any Non-Lead Depositor, the Master Servicer, any Non-Lead Master Servicer, the Special
Servicer, any Non-Lead Special Servicer, the Trustee, any Non-Lead Trustee, any Mortgage Loan Borrower, any manager of any


 



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Mortgaged
Property, any independent contractor engaged by any of the foregoing parties, the Controlling Note Holder, the Controlling Note
Holder Representative, any Non-Controlling Note Holder, any Non-Controlling Note Holder Representative, any holder of a related
mezzanine loan, or any known Affiliate of any such party described above.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Lead
Securitization Servicing Agreement” shall mean the Note A-1 PSA; provided, that during any period that the Mortgage
Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the “Lead Securitization Servicing
Agreement” shall be determined in accordance with the second paragraph of Section 2(a).


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“Mortgage
Loan Agreement” shall mean the Loan Agreement, dated as of June 8, 2017, between MSBNA, as lender, and the Mortgage
Loan Borrower, as the same may be further amended, restated, supplemented or otherwise modified from time to time, subject to
the terms hereof.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Non-Controlling
Note Holder” means any holder of a Non-Controlling Note; provided that at any time such holder’s respective
Note is included in a Securitization, references to such “Non-Controlling Note Holder” herein shall mean the “Directing
Certificateholder” or any other party assigned the rights to exercise the rights of such “Non-Controlling Note Holder”
hereunder, as and to the extent provided in the related Securitization Servicing Agreement and as to the identity of which the
Lead Securitization Note Holder (and the Master Servicer and the Special Servicer) has been given written notice; provided
that for so long as 50% or more of any Non-Controlling Note is held by (or the majority “controlling class” holder
or other party


 



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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“Non-Lead
Securitization Servicing Agreement” shall mean the Note A-2 PSA.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


“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 U.S. Person that is:


 


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


 


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


 


(c)          one
or more of the following:


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 



    -12-


     

    

 


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


 


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


 


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


 


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


 


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


 



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period prior to the date of determination and DBRS has not downgraded or withdrawn
the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on
watch citing the continuation of such special servicer as special servicer of such commercial mortgage securities as a material
reason for such downgrade or withdrawal.


 


“S&P”
shall mean S&P Global Ratings, and its successors in interest.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Special
Servicer” shall mean the special servicer appointed 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.


 






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


 


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


 


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


 


Section
2.     Servicing of the Mortgage Loan.


 


(a)          Each
Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and
after the Lead 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 if such principal or interest
is not paid by the Mortgage Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance premiums and
other expenses related to the maintenance of the Mortgaged Property and maintenance and enforcement of the lien of the Mortgage
thereon, subject to the terms of the Lead Securitization Servicing Agreement. Each Note Holder acknowledges that any other Note
Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will, subject to Section
26, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization.
Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents to the
appointment of the Master Servicer and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the
appointment of the Special Servicer by the Controlling Note Holder and agrees to reasonably cooperate with the Master Servicer
and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing
Agreement. Each Note Holder hereby appoints the Master Servicer, the Special Servicer and the Trustee in the Lead Securitization
as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and
servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights
of the Note Holder set forth herein and in the Lead Securitization Servicing Agreement). The Lead Securitization Servicing Agreement
shall not limit the Servicer in enforcing the rights of one Note Holder against any other Note Holder as may be required in order
to service the Mortgage Loan as contemplated by this Agreement and the Lead Securitization Servicing Agreement; provided,
that it is also understood and agreed that nothing in this sentence shall be construed to otherwise limit the rights of one Note
Holder with respect to any other Note Holder. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement
(i) to service the Mortgage Loan in accordance with the Servicing


 



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Standard, the terms of the Mortgage Loan Documents, the Lead
Securitization Servicing Agreement and applicable law, (ii) to provide information to each servicer under each Non-Lead Securitization
Servicing Agreement necessary to enable each such servicer to perform its servicing duties under such Non-Lead Securitization
Servicing Agreement, and (iii) to not take any action or refrain from taking any action or follow any direction inconsistent with
the foregoing.


 


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


 


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


 



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


 


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


 


Any
Non-Lead Master Servicer (or Non-Lead Trustee (if not made by such Non-Lead Master Servicer)) may be required to make P&I
Advances on the respective Non-Lead Securitization Note, from time to time, subject to the terms of the related Non-Lead Securitization
Servicing Agreement, the Lead Securitization Servicing Agreement and this Agreement. The Master Servicer, the Special Servicer
and the Trustee, as applicable, shall be entitled to make their own recoverability determination with respect to a P&I Advance
to be made on the Lead Securitization Note based on the information that they have on hand and in accordance with the Lead Securitization
Servicing Agreement. Any Non-Lead Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee under any Non-Lead Securitization
Servicing Agreement, as applicable, shall be entitled to make its own recoverability determination with respect to a P&I Advance
to be made on the related Non-Lead Securitization Note based on the information that they have on hand and in accordance with
the related Non-Lead Securitization Servicing Agreement. The Master Servicer or the Trustee, as applicable, and any Non-Lead Master
Servicer or Non-Lead Trustee, as applicable, shall each be required to notify the other of


 



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


 


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


 


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


 



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Advisor to reimburse
itself from the Lead Securitization Trust’s general collections, then the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee or the Operating Advisor, as applicable, may do so and the related Non-Lead Master Servicer will be
required to, promptly following notice from the Master Servicer or the Special Servicer, pay or reimburse the Lead Securitization
Trust out of general collections in the collection account (or equivalent account) established under such Non-Lead Securitization
Servicing Agreement for such Non-Lead Securitization Note Holder’s pro rata share of any such Servicing Advances
that are Nonrecoverable Advances (and interest thereon at the Reimbursement Rate) and/or additional trust fund expenses under
the Lead Securitization Servicing Agreement relating to the Mortgage Loan;


 


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


 


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


 


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


 


(d)         If
a Non-Lead Securitization Note becomes the subject of an Asset Review pursuant to the related Non-Lead Securitization Servicing
Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the Non-Lead
Asset Representations Reviewer or any other party to such Non-Lead Securitization Servicing Agreement in connection with such
Asset Review by providing the Non-Lead Asset Representations Reviewer or such other requesting party with any documents reasonably


 



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requested by the Non-Lead Asset Representations Reviewer or such other requesting party, but only to the extent such documents
are in the possession of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be.


 


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


 


(f)          In
addition to the foregoing, each Non-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 the trust fund formed pursuant to such Non-Lead Securitization Servicing Agreement, (ii) required
by law or changes in any law, rule or regulation or (iii) requested by the Rating Agencies rating the related Securitization.
Each Non-Controlling Note Holder shall have the right to designate the Non-Lead Master Servicer and Non-Lead Special Servicer
with respect to the Securitization related to its Note, as long as each such Servicer satisfies the conditions to be the master
servicer or special servicer, as applicable, set forth in the Lead Securitization Servicing Agreement. Without limiting the generality
of any provision set forth above, for purposes of the Mortgage Loan, each Non-Lead Securitization Servicing Agreement shall contain
provisions (x) requiring the related Non-Lead Master Servicer and the related Non-Lead Special Servicer to maintain, or subjecting
them to possible termination for not maintaining, compliance with customary servicer rating criteria (but the rating agencies
need not be the same) and (y) providing for indemnification of the Depositor, Master Servicer, Special Servicer, certificate administrator,
Trustee and Operating Advisor under the Lead Securitization Servicing Agreement (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) against any claims, losses, penalties, fines, forfeitures, legal fees and related
costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with servicing and administration
of the Mortgage Loan (or, with respect to the Operating Advisor, incurred in connection with the provision of services for the
Mortgage Loan) to the same extent that the Indemnified Parties are


 



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indemnified under the Lead Securitization Servicing Agreement
against the Indemnified Items; provided, that (A) this statement shall not be construed to prohibit differences in timing,
control or consultation triggers or thresholds, terminology, allocation of ministerial duties between multiple servicers or other
service providers or certificateholder or investor voting or consent thresholds, or to prohibit or restrict additional approval,
consent, consultation, notice or rating agency confirmation requirements; and (B) if there is any conflict between this sentence
and any other provision of this Agreement, such other provision of this Agreement shall control.


 


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


 


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


 


For
clarification purposes, Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid on each Note shall first,
be used to reduce, on a pro rata basis, the


 



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amounts payable on each Note by the amount necessary to pay the Master Servicer,
the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances
in accordance with the terms of the Lead Securitization Servicing Agreement, second, be used to reduce the respective amounts
payable on each Note by the amount necessary to pay the Master Servicer, Trustee, any Non-Lead Master Servicer or any Non-Lead
Trustee, as applicable, for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as
specified in the Lead Securitization Servicing Agreement or applicable Non-Lead Securitization Servicing Agreement, as applicable),
third, be used to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay additional
trust fund expenses under the Lead Securitization Servicing Agreement (other than Special Servicing Fees, unpaid Workout Fees
and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement)
and finally, with respect to any remaining amount of Penalty Charges, pro rata, to the Lead Securitization Note
(to be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization
Servicing Agreement) and to each Non-Lead Securitization Note (to be paid, (x) prior to the securitization of such Note, to the
related Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional
servicing compensation as provided in the Lead Securitization Servicing Agreement).


 


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


 


Section
5.     Administration of the Mortgage Loan.


 


(a)          Subject
to this Agreement (including but not limited to Section 5(c)) and the Lead Securitization Servicing Agreement and subject
to the rights and consents, where required, of the Controlling Note Holder Representative, the Lead Securitization Note Holder
(or the Master Servicer, the Special Servicer or the Trustee acting on its behalf) shall have the sole and exclusive authority
with respect to the administration of, and exercise of rights and remedies with respect to, the Mortgage Loan, including, without
limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan Documents or consent to any action or
failure to act by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents, call or waive any Event of Default,
accelerate the Mortgage Loan or institute any foreclosure action or other remedy, and no Non-Lead Securitization Note Holder shall
have any voting, consent or other rights whatsoever except as explicitly set forth herein with respect to the Lead Securitization
Note Holder’s administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan. Subject to this
Agreement and the Lead Securitization Servicing Agreement, no Non-Lead Securitization Note Holder shall have any right to, and


 



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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 its
behalf) shall not have any fiduciary duty to any Non-Lead Securitization Note Holder in connection with the administration of
the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization Note Holder from the obligation to make any disbursement
of funds as set forth herein or its obligation to follow the Servicing Standard (in the case of the Master Servicer or the Special
Servicer) or any liability for failure to do so).


 


Each
Note Holder hereby acknowledges the right and obligation of the Lead Securitization Note Holder (or the Special Servicer acting
on behalf of the Lead Securitization Note Holder), upon the Mortgage Loan becoming a Defaulted Loan, to sell the Notes together
as notes evidencing one whole loan in accordance with the terms of the Lead Securitization Servicing Agreement. In connection
with any such sale, the Special Servicer shall sell the Notes together as notes evidencing one whole loan and shall require that
all offers be submitted to the Trustee in writing. Whether any cash offer constitutes a fair price for the Mortgage Loan shall
be determined by the Special Servicer (unless the offeror is an Interested Person, in which case the Trustee shall make such determination);
provided, that no offer from an Interested Person shall constitute a fair price unless (i) it is the highest offer received
and (ii) at least one bona fide other offer is received from an independent third party. In determining whether any offer received
represents a fair price for the Mortgage Loan, the Trustee or the Special Servicer, as applicable, shall be supplied with and
shall rely on the most recent Appraisal or updated Appraisal conducted in accordance with the Lead Securitization Servicing Agreement
within the preceding nine (9)-month period or, in the absence of any such Appraisal, on a new Appraisal. The Trustee shall select
the appraiser conducting any such new Appraisal. In determining whether any such offer constitutes a fair price for the Mortgage
Loan, the Trustee or the Special Servicer, as applicable, shall instruct the appraiser to take into account (in addition to the
results of any Appraisal or updated Appraisal that it may have obtained pursuant to the Lead Securitization Servicing Agreement),
as applicable, among other factors, the period and amount of any delinquency on the affected Mortgage Loan, the occupancy level
and physical condition of the Mortgaged Property and the state of the local economy. The Trustee may conclusively rely on the
opinion of an Independent appraiser or other Independent expert in real estate matters retained by the Trustee at the expense
of the Holders in connection with making such determination. Notwithstanding the foregoing, the Lead Securitization Note Holder
(or the Special Servicer acting on its behalf) shall not be permitted to sell the Mortgage Loan without the written consent of
each Non-Lead Securitization Note Holder unless the Special Servicer has delivered to each Non-Lead Securitization Note Holder:
(a) at least 15 Business Days prior written notice of any decision to attempt to sell the Mortgage Loan; (b) at least 10 days
prior to the proposed sale date, a copy of each bid package (together with any amendments to such bid packages) received by the
Special Servicer in connection with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the
most recent Appraisal for the Mortgage Loan, and any documents in the Servicer Mortgage File requested


 



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by such Non-Lead Securitization
Note Holder; and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to other
offerors and the Lead Securitization Directing Certificateholder) prior to the proposed sale date, all information and other documents
being provided to other offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer
in connection with the proposed sale. Subject to the foregoing, each Note Holder or its Note Holder Representative shall be permitted
to submit an offer at any sale of the Mortgage Loan.


 


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


 


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


 


(b)          The
administration of the Mortgage Loan shall be governed by this Agreement and the Lead Securitization Servicing Agreement. The servicing
of the Mortgage Loan shall be carried out by the Master Servicer and, if the Mortgage Loan is a Specially Serviced Loan (or to
the extent otherwise provided in the Lead Securitization Servicing Agreement), by the Special Servicer, in each case pursuant
to the Lead Securitization Servicing Agreement. Notwithstanding anything to the contrary contained herein, in accordance with
the Lead Securitization Servicing Agreement, the Lead Securitization Note Holder shall cause the Master Servicer and the Special
Servicer to service and administer the Mortgage Loan in accordance with the Servicing Standard, taking into account the interests
of each Note Holder.


 



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The Note Holders agree to be bound by the terms of the Lead Securitization Servicing Agreement. All rights
and obligations of the Lead Securitization Note Holder described hereunder may be exercised by the Master Servicer, the Special
Servicer, the Certificate Administrator or the Trustee on behalf of the Lead Securitization Note Holder to the extent set forth
in the Lead Securitization Servicing Agreement. The Lead Securitization Servicing Agreement shall not be amended in any manner
that may adversely affect any Non-Lead Securitization Note Holder in its capacity as Non-Lead Securitization Note Holder without
such Non-Lead Securitization Note Holder’s prior written consent. Each Non-Lead Securitization Note Holder (unless it is,
or is an Affiliate of, the Mortgage Loan Borrower) shall be a third-party beneficiary to the Lead Securitization Servicing Agreement
with respect to its rights as specifically provided for therein.


 


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


 



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


 


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


 


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


 


Section
6.     Note Holder Representatives.


 






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


 


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


 



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Representative
nor the Controlling Note Holder will be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged
in willful misfeasance or to have recklessly disregarded any exercise of its rights by reason of its having acted or refrained
from acting, or having given any consent or having failed to give any consent, solely in the interests of any Note Holder.


 


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


 


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


 


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


 


Section
7.     Appointment of Special Servicer. The Controlling Note Holder (or its Controlling Note
Holder Representative) shall have the right (subject to the terms, conditions and limitations in the Lead Securitization
Servicing Agreement) at any time and from time to time, with or without cause, to replace the Special Servicer then acting
with respect to the Mortgage Loan and appoint a replacement Special Servicer with the Required Special Servicer Rating. Any
designation by the Controlling Note Holder (or its Controlling Note Holder Representative) of a Person to serve as Special
Servicer shall be made by delivering to each other Note Holder, the Master Servicer, the Special Servicer and each other
party to the Lead Securitization Servicing Agreement a written notice stating such designation and satisfying the other
conditions to such replacement as set forth in the Lead Securitization Servicing Agreement and delivering a Rating Agency
Communication to each Rating Agency (or obtaining a Rating Agency Confirmation from each Rating Agency, but only if required
by the terms of the Lead Securitization Servicing Agreement). The Controlling Note Holder shall be solely responsible for any
expenses incurred in connection with any such replacement without cause. The Controlling Note Holder shall notify the other
parties hereto of its termination of the then currently serving Special Servicer and its appointment of a replacement Special
Servicer in accordance with this Section 7. If the Controlling Note Holder has not appointed a Special


 



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Servicer with
respect to the Mortgage Loan as of the consummation of the securitization under the Lead Securitization Servicing Agreement,
then the initial Special Servicer designated in the Lead Securitization Servicing Agreement shall serve as the initial
Special Servicer but this shall not limit the right of the Controlling Note Holder (or its Controlling Note Holder
Representative) to designate a replacement Special Servicer for the Mortgage Loan as aforesaid. If a Servicer Termination
Event on the part of the Special Servicer has occurred that affects any Non-Controlling Note Holder, such
Non-Controlling Note Holder shall have the right to direct the Trustee (or at any time that the Mortgage Loan is no longer
included in a Securitization Trust, the Controlling Note Holder) to terminate the Special Servicer under the Lead
Securitization Servicing Agreement solely with respect to the Mortgage Loan pursuant to and in accordance with the terms of
the Lead Securitization Servicing Agreement. Each Note Holder acknowledges and agrees that any successor special servicer
appointed to replace the Special Servicer with respect to the Mortgage Loan that was terminated for cause at a
Non-Controlling Note Holder’s direction cannot at any time be the person (or an Affiliate thereof) that was so
terminated without the prior written consent of such Non-Controlling Note Holder. Each Non-Controlling Note Holder shall be
solely responsible for reimbursing the Trustee’s or the Controlling Note Holder’s, as applicable, costs and
expenses, if not paid within a reasonable time by the terminated special servicer and, in the case of the Trustee, that would
otherwise be reimbursed to the Trustee from amounts on deposit in the Lead Securitization’s
“collection account”.


 


Section
8.     Payment Procedure.


 


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


 


(b)          If
the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount received
or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar
law, be returned to the Mortgage Loan Borrower or paid to any Note Holder or any Servicer or paid to any other Person, then, notwithstanding
any other provision of this Agreement, the Lead Securitization Note Holder shall not be required to distribute any portion thereof
to any Non-Lead Securitization Note Holder and each Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization
Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall


 



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have
theretofore distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the
Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer
or such other Person with respect thereto.


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


Section
12.   No Creation of a Partnership or Exclusive Purchase Right. Nothing contained in this Agreement, and no action taken
pursuant hereto shall be deemed to


 



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constitute the relationship created hereby
between the Note Holders as a partnership, association, joint venture or other entity. The Lead Securitization Note Holder shall
have no obligation whatsoever to offer to any Non-Lead Securitization Note Holder the opportunity to purchase a participation
interest in any future loans originated by the Lead Securitization Note Holder or its Affiliates and if the Lead Securitization
Note Holder chooses to offer to any Non-Lead Securitization Note Holder the opportunity to purchase a participation interest in
any future mortgage loans originated by the Lead Securitization Note Holder or its Affiliates, such offer shall be at such purchase
price and interest rate as the Lead Securitization Note Holder chooses, in its sole and absolute discretion. No Non-Lead Securitization
Note Holder shall have any obligation whatsoever to purchase from the Lead Securitization Note Holder a participation interest
in any future loans originated by the Lead Securitization Note Holder or its Affiliates.


 


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


 


Section
14.   Sale of the Notes.


 


(a)          Each Note Holder
agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of
all or any portion of its respective Note (or a participation interest in such Note) (a “Transfer”) except
to a Qualified Institutional Lender in accordance with the terms of this Agreement. Promptly after any such Transfer, any
non-transferring Note Holders shall be provided with (x) a representation from each transferee or the transferring Note
Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance
with the immediately following sentence or a Transfer by a Note Holder to an entity that constitutes a Qualified
Institutional Lender pursuant to clause (c)(iii) of the definition thereof) and (y) a copy of the assignment and assumption
agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof,
to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note
Holder and (b) if any such non-transferring Note Holder’s Note is held in a Securitization Trust, provide each of the
applicable engaged Rating Agencies for such Securitization Trust with a Rating Agency Communication (or, if the transferring
Note Holder is the Lead Securitization Note Holder, obtain a Rating Agency Confirmation from each of the applicable Rating
Agencies for such Securitization Trust). Notwithstanding the foregoing, without each non-transferring Note Holder’s
prior consent (which will not be unreasonably withheld), and, if any non-transferring Note Holder’s Note is held in a
Securitization Trust, until a Rating Agency Communication is provided to each engaged Rating Agency for such Securitization
Trust, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the
Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely null and void and
shall vest no rights in the purported


 



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transferee. The transferring Note Holder agrees that it shall pay the
expenses of any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee
and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Communication
in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to
obtain the consent of any other Note Holder or of any other Person or having to provide any Rating Agency Communication or having
to obtain any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None
of the provisions of this Section 14(a) shall apply in the case of (1) a sale of the Lead Securitization Note together
with all of the Non-Lead Securitization Notes, in accordance with the terms and conditions of the Lead 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 the
Mortgage Loan Borrower or any Affiliate thereof) which has extended a credit facility to such Note Holder and that is either a
Qualified Institutional Lender or a financial institution whose long-term unsecured debt is rated at least “A” (or
the equivalent) or better by each applicable Rating Agency (or, if not rated by an applicable Rating Agency, an equivalent (or
higher) rating from any two of Fitch, Moody’s and S&P) (a “Note Pledgee”), on terms and conditions
set forth in this Section 14(c), it being further agreed that a financing provided by a Note Pledgee to a Note Holder or
any person which Controls such Note that is secured by its Note and is structured as a repurchase arrangement, shall qualify as
a “Pledge” hereunder, provided that a Note Pledgee which is not a Qualified Institutional Lender may not take
title to the pledged Note without a Rating Agency Confirmation. Upon written notice by the applicable Note Holder to each other
Note Holder and any Servicer that a Pledge has been effected (including the name and address of the applicable Note Pledgee),
each other Note Holder agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give Note Pledgee written notice
of any default by the pledging Note Holder in respect of its obligations under this Agreement of which default such Note Holder
has actual knowledge; (ii) to allow such Note Pledgee a period of ten (10) days to cure a default by the pledging Note Holder
in respect of its obligations to each other Note Holder hereunder, but such Note Pledgee shall not be obligated to cure any such
default; (iii) that no amendment, modification, waiver or termination of this Agreement shall be effective against such Note Pledgee
without the written consent of such Note Pledgee, which consent shall not be


 



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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 



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THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CHOICE OF LAW RULES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH OF THE PARTIES HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 






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Section
25.    Custody of Mortgage Loan Documents. Prior to the Lead Securitization Date, the originals of all
of the Mortgage Loan Documents (other than Note A-2) will be held by the Initial Agent on behalf of the registered holders of
the Notes. On and after the Lead Securitization Date, the originals of all of the Mortgage Loan Documents (other than Note
A-2) shall be held in the name of the Note A-1 Trustee (and held by a duly appointed custodian therefor) under the Lead
Securitization Servicing Agreement, on behalf of the registered holders of the Notes. On and after the Note A-2
Securitization Date, Note A-2 shall be held in the name of the Note A-2 Trustee (and held by a duly appointed custodian
therefor) under the Note A-2 PSA, on behalf of the Note A-2 Holder.


 


Section
26.    Cooperation in Securitization.


 


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


 



    -39-


     

    

 


entitled to rely
on the information supplied by, or on behalf of, each Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably
cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing
Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure materials
in connection with a Securitization.


 


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


 


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


 


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


 


Section
29. Certain Matters Affecting the Agent.


 


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


 


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


 


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


 


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


 


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


 






    -40-


     

    

 


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


 


Section
32.    Resizing. Notwithstanding any other provision of this Agreement, for so long as MSMCH or an
affiliate thereof (an “MSMCH Entity”) is the owner of any Non-Lead Securitization Note (each, an
“Owned Note”), such MSMCH Entity shall have the right, subject to the terms of the Mortgage Loan
Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in each case, as
applicable, “New Notes”) reallocating the principal of an Owned Note to such New Notes; or severing an
Owned Note into one or more further “component” notes in the aggregate principal amount equal to the then
outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding New
Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii)
all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro
rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms
of this Agreement, (iv) the MSMCH Entity holding the New Notes shall notify the Lead Securitization Note Holder, the Master
Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and
principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the
Lead Securitization Note Holder so requests, the MSMCH Entity holding the New Notes (and any subsequent holder of such Notes)
shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for
the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed
in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of
each other Note. In connection with the foregoing (provided the conditions set forth in clauses (i) through (v) above are
satisfied, with


 



    -41-


     

    

 


respect
to clauses (i) through (iv), as certified by the MSMCH Entity, on which certification the Master Servicer can rely), the Master
Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of
any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal. If more than
one New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note
Holder hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall
be as provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled
to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.


 


[SIGNATURE
PAGE FOLLOWS]








 






    -42-


     

    

 


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


 





	 	MORGAN STANLEY BANK, N.A.,
    as Initial Note A-1 Holder
	 	 	 
	 	By:	 /s/ Zachary Fischer
	 	 	Name: Zachary Fischer
	 	 	Title: Executive Director



 





	 	MORGAN STANLEY BANK, N.A.,
    as Initial Note A-2 Holder
	 	 	 
	 	By:	 /s/ Zachary Fischer
	 	 	Name: Zachary Fischer
	 	 	Title: Executive Director


 





Westchester
One – Agreement Between Note Holders 


 






    


     

    

 








EXHIBIT
A



MORTGAGE LOAN SCHEDULE


 


Description
of Mortgage Loan


 


	Mortgage
    Loan Borrower:	44
    South Broadway Owner LLC
	Date
    of Mortgage Loan:	June
    8, 2017
	Date
    of Notes:	June
    8, 2017
	Original
    Principal Amount of Mortgage Loan:	$110,000,000
	Principal
    Amount of Mortgage Loan as of the date hereof:	$110,000,000
	Note
    A-1 Principal Balance:	$67,500,000
	Note
    A-2 Principal Balance:	$42,500,000
	Location
    of Mortgaged Property:	White
    Plains, New York
	Initial
    Maturity Date:	July
    1, 2027





 






    A-1


     

    

 


EXHIBIT
B


 


1.     Initial
Note A-1 Holder:


 


(Prior
to Securitization of Note A-1):


 


Morgan
Stanley Bank, N.A.

1585 Broadway

New York, New York 10036

Attention: Jane H. Lam


 


with
a copy to:


 


Morgan
Stanley Bank, N.A.

1221 Avenue of the Americas

New York, New York 10020

Attention: Legal Compliance Division


 


(Following
Securitization of Note A-1):


 


(i)     Depositor:


 


Morgan
Stanley Capital I Inc.

1585 Broadway

New York, New York 10036

Attention: Jane Lam


 


with
a copy to:


 


Morgan
Stanley Capital I Inc.

1221 Avenue of the Americas

New York, New York 10020

Attention: Legal Compliance Division


 






    B-1


     

    

 


(ii)    Master
Servicer:


 


Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1050-084, Three Wells Fargo,

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2017-BNK5 Asset Manager

Telecopy Number: (704) 715-0036



with a copy to:



Wells Fargo Bank, National Association, Legal Department

301 S. College Street, TW-30

Charlotte, North Carolina 28288

Attention: Commercial Mortgage Servicing Legal Support

Reference: BANK 2017-BNK5



and



Mayer Brown LLP

214 North Tryon Street, Suite 3800

Charlotte, North Carolina 28202

Attention: Christopher J. Brady, Esq.


 


2.   Initial Note A-2 Holder: 


 


Morgan
Stanley Bank, N.A.

1585 Broadway

New York, New York 10036

Attention: Jane H. Lam


 


with
a copy to:


 


Morgan
Stanley Bank, N.A.

1221 Avenue of the Americas

New York, New York 10020

Attention: Legal Compliance Division


 






    B-2


     

    

 





EXHIBIT
C



PERMITTED FUND MANAGERS


 


		1.	Westbrook
                                         Partners






		2.	DLJ
                                         Real Estate Capital Partners






		3.	iStar
                                         Financial Inc.






		4.	Capital
                                         Trust, Inc.






		5.	Lend-Lease
                                         Real Estate Investments






		6.	Archon
                                         Capital, L.P.






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






		8.	The
                                         Blackstone Group International Ltd.






		9.	Apollo
                                         Real Estate Advisors






		10.	Colony
                                         Capital, LLC






		11.	Praedium
                                         Group






		12.	JER
                                         Partners






		13.	Fortress
                                         Investment Group LLC






		14.	Lone
                                         Star Funds






		15.	Clarion
                                         Partners






		16.	Walton
                                         Street Capital, L.L.C.






		17.	Starwood
                                         Property Trust, Inc.






		18.	BlackRock,
                                         Inc.






		19.	Rialto
                                         Capital Management, LLC






		20.	Rialto
                                         Capital Advisors, LLC






		21.	Raith
                                         Capital Partners, LLC






		22.	Eightfold
                                         Real Estate Capital, L.P.



 






    C-1