Exhibit 4.9 


 


EXECUTION VERSION


 


AGREEMENT BETWEEN NOTE HOLDERS 


 


Dated as of July 28, 2016 


 


by and between 


 


WELLS FARGO BANK, NATIONAL ASSOCIATION

 (Initial
Note A-1 Holder) 


 


WELLS FARGO BANK, NATIONAL ASSOCIATION 

(Initial
Note A-2 Holder) 


 


and 


 


WELLS FARGO BANK, NATIONAL ASSOCIATION 

(Initial
Note A-3 Holder) 


 


PINNACLE II


 



     


     

    




 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	Section 1	Definitions	2
	Section 2	Servicing of the Mortgage Loan	16
	Section 3	Priority of Payments	21
	Section 4	Workout	22
	Section 5	Administration of the Mortgage Loan	22
	Section 6	Rights of the Controlling Note Holder	27
	Section 7	Appointment of Special Servicer	29
	Section 8	Payment Procedure	30
	Section 9	Limitation on Liability of the Note Holders	31
	Section 10	Bankruptcy	32
	Section 11	Representations of the Note Holders	32
	Section 12	No Creation of a Partnership or Exclusive Purchase Right	33
	Section 13	Other Business Activities of the Note Holders	33
	Section 14	Sale of the Notes	33
	Section 15	Registration of the Notes and Each Note Holder	36
	Section 16	Governing Law; Waiver of Jury Trial	36
	Section 17	Submission To Jurisdiction; Waivers	40
	Section 18	Modifications	37
	Section 19	Successors and Assigns; Third Party Beneficiaries	38
	Section 20	Counterparts	38
	Section 21	Captions	38
	Section 22	Severability	38
	Section 23	Entire Agreement	38
	Section 24	Withholding Taxes	38
	Section 25	Custody of Mortgage Loan Documents	39
	Section 26	Cooperation in Securitization	40
	Section 27	Notices	41
	Section 28	Broker	41
	Section 29	Certain Matters Affecting the Agent	41
	Section 30	Reserved	45
	Section 31	Resignation of Agent	41
	Section 32	Resizing	42


 






    -i- 


     

    

 


This AGREEMENT BETWEEN
NOTE HOLDERS (“Agreement”), dated as of July 28, 2016, by and between WELLS FARGO BANK, NATIONAL ASSOCIATION
(“WFB” and together with its successors and assigns in interest, in its capacity as initial owner of the Note
A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”),
WELLS FARGO BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner
of the Note A-2, the “Initial Note A-2 Holder”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (together with its
successors and assigns in interest, in its capacity as initial owner of the Note A-3, the “Initial Note A-3 Holder”
and together with the Initial Note A-1 Holder and Initial Note A-2 Holder, the “Initial Note Holders”).


 


W I T N E S S E T H: 


 


WHEREAS, pursuant to
the Mortgage Loan Agreement (as defined herein), WFB originated a certain loan (the “Mortgage Loan”) described
on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to P2 Hudson MC Partners, LLC (the
“Mortgage Loan Borrower”), which is evidenced, inter alia, by (i) one promissory note in the
original principal amount of $40,000,000 (as amended, modified or supplemented, “Note A-1”) made by the Mortgage
Loan Borrower in favor of the Initial Note A-1 Holder, and (ii) one promissory note in the original principal amount of $20,000,000
(as amended, modified or supplemented, “Note A-2”) made by the Mortgage Loan Borrower in favor of the Initial
Note A-2 Holder and (iii) one promissory note in the original principal amount of $27,000,000 (as amended, modified or supplemented,
“Note A-3” and together with Note A-1 and Note A-2, the “Notes”), made by the Mortgage Loan
Borrower in favor of the Initial Note A-3 Holder, each secured by a first mortgage (as amended, modified or supplemented, the
“Mortgage”) on certain real property located as described on the Mortgage Loan Schedule (the “Mortgaged
Property”); and


 


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



 


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


 


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


 


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


 






     


     

    

 


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


 


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


 


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


 


“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 named in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


“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


 






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


 


“Controlling
Note Holder” shall mean the Note A-1 Holder; provided that at any time Note A-1 is included in a Securitization,
references to the “Controlling Note Holder” herein shall mean the holders of the majority of the class of securities
issued in such Securitization designated as the “controlling class” or such other class(es) otherwise assigned the
rights to exercise the rights of the “Controlling Note Holder” under this Agreement or under the Note A-1 PSA, as
and to the extent provided in the Note A-1 PSA; provided that if at any time 50% or more of Note A-1 (or class of securities
issued under the Note A-1 PSA designated as the “controlling class” or such other class(es) otherwise assigned the
rights to exercise the rights of the “Controlling Note Holder”) is held by a Borrower Party, Note A-1 (or the class
of securities issued under the Note A-1 PSA designated as the “controlling class” or such other class(es) otherwise
assigned the rights to exercise the rights of the “Controlling Note Holder”) shall not be entitled to exercise any
rights of the Controlling Note Holder under this Agreement or the Note A-1 PSA, as and to the extent provided in the Note A-1
PSA, and the Note A-2 Holder shall be the Controlling Note Holder unless 50% or more of Note A-2 (or class of securities issued
under the Note A-2 PSA designated as the “controlling class” or such other class(es) otherwise assigned the rights
to exercise the rights of the Controlling Note Holder) is held by a Borrower Party and the Note A-3 Holder shall be the Controlling
Note Holder unless 50% or more of Note A-3 (or class of securities issued under the Note A-3 PSA designated as the “controlling
class” or such other class(es) otherwise assigned the rights to exercise the rights of the Controlling Note Holder) is held
by a Borrower Party. If 50% or more of each of Note A-1, Note A-2 and Note A-3 (or class of securities issued under the Note A-1
PSA, the Note A-2 PSA and Note A-3 PSA designated as the “controlling class” or such other class(es) otherwise assigned
the rights to exercise the rights of the Controlling Note Holder) is held by a Borrower Party, no person shall be entitled to
exercise the rights of the Controlling Note Holder under this Agreement or the Note A-1 PSA, as and to the extent provided in
the Note A-1 PSA.


 


“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
for the Lead Securitization.


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Interested
Person” shall mean the Depositor, any Non-Lead Depositor, the Master Servicer, any Non-Lead Master Servicer, the Special
Servicer, any Non-Lead Special Servicer, any Non-Lead Trustee, any Mortgage Loan Borrower, any manager of any Mortgaged Property,
any independent contractor engaged by the Special Servicer, the Operating Advisor, the Non-Lead Operating Advisor, the Controlling
Note Holder, the Controlling Note Holder Representative, any Non-Controlling Note Holder, any Non-Controlling Note Holder Representative,
the Risk Retention Consultation Party, 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.


 



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


 


“Lead Securitization”
shall mean the Note A-1 Securitization; provided that, if any other Securitization occurs prior to the Note A-1 Securitization,
then the first such Securitization shall be the Lead Securitization until such time as the Note A-1 Securitization occurs.


 


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


 


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


 


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


 


“Lead Securitization
Servicing Agreement” shall mean (i) the pooling and servicing agreement or other comparable agreement related to the
Lead Securitization, and (ii) on and after the date on which the Mortgage Loan is no longer subject to the provisions of the Lead
Securitization Servicing Agreement, the “Lead Securitization Servicing Agreement” shall be determined in accordance
with the second paragraph of Section 2(a).


 


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


 


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


 


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


 


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


 


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


 


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


 


“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 9, 2016, between the Mortgage Loan Borrower, as borrower,
Wells Fargo Bank, National Association, as lender, as the same may be further amended, restated, supplemented or otherwise modified
from time to time, subject to the terms hereof.


 






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“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, guarantying or securing the Mortgage Loan.


 


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


 


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


 


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


 


“Non-Controlling Note” means each
of Note A-2 and Note A-3.


 


“Non-Controlling
Note Holder” means each holder of a Non-Controlling Note; provided that with respect to each Non-Controlling Note, at
any time such Non-Controlling Note is included in a Securitization, references to the “Non-Controlling Note Holder”
herein shall mean the holders of the majority of the class of securities issued in such Securitization designated as the “controlling
class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Non-Controlling Note Holder”
under this Agreement or under the related Securitization Servicing Agreement, as and to the extent provided in the related Securitization
Servicing Agreement, and as to the identity of which the Controlling Note Holder (and, if applicable, the Master Servicer and
the Special Servicer) has been given written notice; provided, further that if at any time 50% or more of any Non-Controlling
Note (or class of securities issued in a Securitization into which such Non-Controlling Note has been deposited is designated
as the “controlling class” or such other class(es) otherwise assigned the rights to exercise the rights of the “controlling
class” under the related Securitization Servicing Agreement) is held by a Borrower Party, no such Note Holder or other Person
shall be entitled to exercise any rights of such Non-Controlling Note Holder under this Agreement or the related Securitization
Servicing Agreement, as and to the extent provided in the related Securitization Servicing Agreement. The Controlling Note Holder
and the Lead Securitization Note Holder (or, if applicable, the Master Servicer or the Special Servicer acting on its behalf)
shall not be required at any time to deal with more than one party exercising the rights of a “Non-Controlling Note Holder”
herein or under the Lead Securitization Servicing Agreement and, (x) to the extent that the related Securitization Servicing Agreement
assigns such rights to more than one party or (y) to the extent the related Non-Controlling Note is split into two or more New
Notes pursuant to Section 32, for purposes of this Agreement, such Securitization Servicing Agreement or the holders of such New
Notes shall designate one party to deal with the Controlling Note Holder and the Lead Securitization Note Holder (or, the Master
Servicer or the Special Servicer acting on its behalf) and provide written notice of such designation to the Controlling Note
Holder and the Lead Securitization Note Holder (or, the Master Servicer and the Special Servicer acting on


 






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its behalf); provided
that, in the absence of such designation and notice, the Controlling Note Holder and the Lead Securitization Note Holder
(or, the Master Servicer or the Special Servicer acting on its behalf) shall be entitled to treat the last party as to which
it has received written notice as having been designated as the Non-Controlling Note Holder with respect to such
Non-Controlling Note for all purposes of this Agreement. As of the date hereof and until further notice from the
Non-Controlling Note Holder (or, if applicable, the related Non-Lead Master Servicer or another party acting on its behalf),
the Initial Note A-2 Holder is the Non-Controlling Note Holder with respect to Note A-2 and the Initial Note A-3 Holder is
the Non-Controlling Note Holder with respect to Note A-3.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Non-Lead Securitization
Note Holder” shall mean each holder of a Non-Lead Securitization Note; provided that with respect to each Non-Lead
Securitization Note, at any time such Non-Lead Securitization Note is included in a Securitization, references to the “Non-Lead
Securitization Note Holder” herein shall mean the holders of the majority of the class of securities issued in such Securitization
designated as the “controlling class” or such other class(es) otherwise assigned the rights to exercise the rights
of the “Non-Lead Securitization


 






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Note Holder” under this Agreement
or under the related Non-Lead Securitization Servicing Agreement, as and to the extent provided in the related Non-Lead Securitization
Servicing Agreement, and as to the identity of which the Lead Securitization Note Holder (and, if applicable, the Master Servicer
and the Special Servicer) has been given written notice; provided, further that if at any time 50% or more of any Non-Lead Securitization
Note (or class of securities issued in a Securitization into which such Non-Lead Securitization Note has been deposited is designated
as the “controlling class” or such other class(es) otherwise assigned the rights to exercise the rights of the “controlling
class” under the related Non-Lead Securitization Servicing Agreement) is held by a Borrower Party, no such Note Holder or
other Person shall be entitled to exercise any rights of such Non-Lead Securitization Note Holder under this Agreement or the
related Non-Lead Securitization Servicing Agreement, as and to the extent provided in the related Non-Lead Securitization Servicing
Agreement. 


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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





 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Note A-3 Principal Balance”
shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-3 Principal Balance set forth
on the Mortgage Loan


 









    	-9- 



     


    

 


Schedule, less any payments of principal
thereon (or any New Notes issued in substitution thereof) received by the Note A-3 Holder (or any holders of New Notes in substitution
thereof) or reductions in such amount pursuant to Section 3 or 4, as applicable. 


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Note Principal
Balance” shall mean, (i) with respect to Note A-1, the Note A-1 Principal Balance, (ii) with respect to Note A-2, the
Note A-2 Principal Balance and (iii) with respect to Note A-3, the Note A-3 Principal Balance.


 


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


 


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


 


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


 


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


 


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


 


“Permitted
Fund Manager” shall mean any Person that on the date of determination is (i) one of the entities on Exhibit C
attached hereto and made a part hereof or any other nationally-recognized manager of investment funds investing in debt or equity
interests


 






    	-10- 



     


    

 


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 any of the Initial Note Holders, or


 


(b)
          one or more of the following: 


 


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


 


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


 


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


 






    	-11- 



     


    

 


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


 


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


 


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


 






    	-12- 



     


    

  


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


 


“Rating Agency
Confirmation” shall mean, with respect to any Securitization, a confirmation in writing (which may be in electronic
form) by each of the applicable Rating Agencies for such Securitization that a proposed action, failure to act or other event
so specified will not, in and of itself, result in the downgrade, withdrawal or qualification of the then current rating assigned
to any class of securities of such Securitization (if then rated by such Rating Agency); provided that a written waiver
or other acknowledgment from any such Rating Agency indicating its decision not to review the matter for which the Rating Agency
Confirmation is sought shall be deemed to satisfy the requirement for the Rating Agency Confirmation from such Rating Agency with
respect to such matter. If no such securities are outstanding with respect to any Securitization, any action that would otherwise
require a Rating Agency Confirmation shall instead require the consent of the Note A-1 Holder, which consent shall not be unreasonably
withheld, conditioned or delayed.


 


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


 


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


 


“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 acted as special
servicer in one or more other commercial mortgage-backed securitizations within the prior twelve (12) months, and Morningstar
has not, with respect to any such other transactions, qualified, downgraded or withdrawn its rating or ratings on one or more
classes of securities issued in such securitizations, and (v) in the case of DBRS or KBRA, DBRS or KBRA, as applicable, has not
cited servicing concerns of such special servicer as the sole or


 






    	-13- 



     


    

 


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. 


 


“Risk Retention Consultation Party”
shall mean the party, if any, under the Lead Securitization Servicing Agreement that is the “Risk Retention Consultation
Party”.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-14- 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 2.
          Servicing of the Mortgage Loan.


 


(a)
          Each Note Holder acknowledges and agrees that, subject in each
case to this Agreement, the Mortgage Loan shall be serviced from and after the Securitization Date by the Master Servicer and
the Special Servicer pursuant to the terms of this Agreement and the Lead Securitization Servicing Agreement; provided
that the Master Servicer shall not be obligated to advance monthly payments of principal or interest in respect of any Note other
than the Lead Securitization Note if such principal or interest is not paid by the Mortgage Loan Borrower but shall be obligated
to make Servicing Advances, subject to the terms of the Lead Securitization Servicing Agreement. The Lead Securitization Servicing
Agreement shall contain terms and conditions that are customary for securitization transactions involving assets similar to the
Mortgage Loan and that are otherwise (i) required by the Code relating to the tax elections of any Securitization Trust, (ii)
required by law or changes in any law, rule or regulation or (iii) generally required by the Rating Agencies in connection with
the issuance of ratings in securitizations similar to the Securitizations. Each Securitization Servicing Agreement shall also
satisfy Moody’s rating methodology for eligible accounts and permitted investments for a “Aaa”-rated securitization.
Each Note Holder acknowledges that each other Note Holder may elect, in its sole discretion, to include its Note in a Securitization
and agrees that it will, subject to Section 26 hereof, reasonably cooperate with such other Note Holder, at


 






    	-15- 



     


    

 


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). In no event shall the Lead Securitization Servicing Agreement require the Servicer
to enforce the rights of any Note Holder against any other Note Holder or limit the Servicer in enforcing the rights of one Note
Holder against any other Note Holder; however, this statement shall not be construed to otherwise limit the rights of one Note
Holder with respect to any other Note Holder, and is subject in all respect to Section 6.04 of the Lead Securitization Servicing
Agreement. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement to service the Mortgage Loan
in accordance with the Servicing Standard, the terms of the Mortgage Loan Documents, the Lead Securitization Servicing Agreement
and applicable law, and shall not take any action or refrain from taking any action or follow any direction inconsistent with
the foregoing. 


 


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


 


(b)
          The Master Servicer shall be the lead master servicer on the Mortgage Loan, and from time to time it (or the Trustee
or the Special Servicer, to the extent provided in the Lead Securitization Servicing Agreement) shall make the following advances,
subject to the terms of the Lead Securitization Servicing Agreement and this Agreement: (i) Servicing Advances on the Mortgage
Loan and (ii) P&I Advances on the Lead Securitization Note. The Master Servicer, the Special Servicer and the Trustee, as
applicable, shall be entitled to


 






    	-16- 



     


    

 


reimbursement
for a Servicing Advance, first from funds on deposit in the Collection Account and/or the Companion Distribution Account
for the Mortgage Loan that (in any case) represent amounts received on or in respect of the Mortgage Loan, and then, in
the case of Nonrecoverable Advances, if such funds on deposit in the Collection Account or Companion Distribution Account are
insufficient, from general collections of the Lead Securitization as provided in the Lead Securitization Servicing Agreement.
The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to reimbursement for Advance Interest
on a Servicing Advance (including any Nonrecoverable Advance), in the manner and from the sources provided in the Lead Securitization
Servicing Agreement, including from general collections of the Lead Securitization. Notwithstanding the foregoing, to the extent
the Master Servicer, the Special Servicer or the Trustee, as applicable, obtains funds from general collections of the Lead Securitization
as a reimbursement for a Nonrecoverable Advance or any Advance Interest on a Servicing Advance (including any Nonrecoverable Advance),
each Non-Lead Securitization Note Holder (including any Securitization Trust into which a Non-Lead Securitization Note is deposited)
shall be required to, promptly following notice from the Master Servicer, reimburse the Lead Securitization for its pro rata
share of such Nonrecoverable Advance or Advance Interest.


 


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


  



    	-17- 



     


    




 


respect to the timing of such payments and the sources of funds for such payments) as may be set forth from
time to time in a related Non-Lead Securitization Servicing Agreement. 


 


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


 


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


  



    	-18- 



     


    

 


(i)
          such Non-Lead Securitization Note Holder shall be responsible for its pro rata share of any Nonrecoverable Advances
(and Advance Interest thereon) and any additional expenses of the Trust Fund, but only to the extent that such expenses relate
to servicing and administration of the Notes, including without limitation, any unpaid Special Servicing Fees, Liquidation Fees
and Workout Fees relating to the Notes, and that in the event that the funds received with respect to each respective Note are
insufficient to cover such Servicing Advances or additional expenses of the Trust Fund, (i) the related Non-Lead Master Servicer
will be required to, promptly following notice from the Master Servicer, reimburse the Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee, as applicable, out of general collections in the collection account (or equivalent
account) established under the Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization Note Holder’s
pro rata share of any such Nonrecoverable Advances and/or additional expenses of the Trust Fund, and (ii) if the Lead Securitization
Servicing Agreement permits the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee to reimburse
itself from the Lead Securitization Trust’s general collections, then the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee, as applicable, may do so and the related Non-Lead Master Servicer will be required to, promptly
following notice from the Master Servicer, reimburse the Lead Securitization Trust out of general collections in the collection
account (or equivalent account) established under the related Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization
Note Holder’s pro rata share of any such Nonrecoverable Advances and/or additional expenses of the Trust Fund; 


 


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


 


(iii)
          the related Non-Lead Master Servicer, related Non-Lead Trustee or certificate administrator under the related Non-Lead
Securitization Servicing Agreement will be required to deliver to the Trustee, the Certificate Administrator, the Special Servicer,
the Master Servicer and the Operating Advisor (i) promptly following Securitization of such Non-Lead Securitization Note, notice
of the deposit of such Non-Lead Securitization Note into a Securitization Trust (which notice shall also provide contact information
for the related Non-Lead Trustee, the related certificate


 






    	-19- 



     


    

 


administrator, the related Non-Lead Master Servicer, the related Non-Lead
Special Servicer and the party designated to exercise the rights of the related “Non-Controlling Note Holder” and
“Non-Lead Securitization Note Holder” under this Agreement), accompanied by a certified copy of the related executed
Non-Lead Securitization Servicing Agreement and (ii) notice of any subsequent change in the identity of the related Non-Lead Master
Servicer or the party designated to exercise the rights of the related “Non-Controlling Note Holder” or “Non-Lead
Securitization Note Holder” under this Agreement (together with the relevant contact information);and 


 


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


 


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


 


(e)
          The Note A-1 PSA shall contain (x) provisions requiring the Master Servicer and the 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) provisions substantially similar, but not necessarily identical, to those set forth in
the Lead Securitization Servicing Agreement prior to the Note A-1 Securitization Date with respect to (i) periodic reporting and
periodic delivery of service provider compliance documents under Regulation AB (and, in any event, the Note A-1 PSA shall require
such reporting and delivery so long as any Securitization is required to file periodic reports under the Securities Exchange Act
of 1934, as amended), (ii) servicing transfer events that would result in the transfer of the Mortgage Loan to special servicing
status, (iii) the authority of the Master Servicer and Special Servicer to grant or agree or consent to material modifications,
waivers and amendments to the Mortgage Loan, or to approve material assignments and assumptions or material additional indebtedness
in connection with the Mortgage Loan, (iv) the potential


 






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termination of the
Master Servicer and Special Servicer following a Servicer Termination Event, and the right of the Non-Controlling Note Holder
to terminate the Special Servicer or cause the appointment of a sub-servicer with respect to the Master Servicer upon a
Servicer Termination Event that affects a Non-Controlling Note Holder, (v) requirements to obtain an appraisal or appraisal
update following a transfer of the Mortgage Loan to special servicing status and periodic updates thereof, (vi) duties of the
Special Servicer in respect of foreclosure and the management of REO property, (vii) subject to various adjustments and caps
provided for in the Note A-1 PSA, that are substantially similar to those set forth in the predecessor Lead Securitization
Servicing Agreement, special servicing, workout and liquidation fees (and, in any event, the fees at which such compensation
accrue or are determined shall not exceed 0.25%, 1.00% and 1.00%, respectively), (viii) control, consultation and other
rights of the directing certificateholder and operating advisor and any other material servicing and administrative
provisions and (ix) indemnification of each Non-Lead Depositor, each Non-Lead Master Servicer, each Non-Lead Special
Servicer, the certificate administrator under each Non-Lead Securitization Servicing Agreement, each Non-Lead Trustee, each
Non-Lead Asset Representations Reviewer and each Non-Lead 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 Non-Lead Securitization
Servicing Agreements 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 Non-Lead Operating Advisor and Non-Lead Asset
Representations Reviewer, incurred in connection with the provision of services for the Mortgage Loan) to the same extent
that the related Non-Lead Securitization Servicing Agreement indemnifies the Indemnified Parties against the Indemnified
Items; provided, that (A) this statement shall not be construed to prohibit differences in timing, control or
consultation triggers or thresholds, terminology, allocation of ministerial duties between multiple servicers or other
servicer 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.


 


(f)
          The Lead Securitization Note Holder agrees that, if a Non-Lead Securitization Note is included in a Securitization,
and such Non-Lead Securitization is subject to reporting requirements under Regulation AB, the Master Servicer, the Special Servicer,
the Trustee and the Custodian shall be required to reasonably cooperate with the Non-Lead Asset Representations Reviewer in connection
with such Non-Lead Asset Representations Reviewer’s obligations under any Non-Lead Securitization Servicing Agreement with
respect to the Mortgage Loan by providing any documents reasonably requested by the Non-Lead Asset Representations Reviewer or
other requesting party in connection with the Non-Lead Asset Representations Reviewer’s obligations, but only to the extent
such documents are in the possession of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may
be, but in any event excluding any documents known to such the Master Servicer, the Special Servicer, the Trustee or the Custodian
to contain information that is proprietary to the related originator or Initial Note Holders or any draft documents or privileged
or internal communications. The reasonable out-of-pocket expenses of the Master Servicer, Special Servicer, the Trustee and the
Custodian actually incurred in connection with their compliance


 






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with such requests shall be reimbursable by the Non-Lead Asset
Representations Reviewer or, if not paid by the Non-Lead Asset Representations Reviewer, the Non-Lead Securitization Note Holder.



 


(g)
          If Note A-1 is not the first Note to be deposited into the Lead Securitization, the Note A-1 Holder shall give each
of the parties to the Lead Securitization (that will not also be a party to the Note A-1 PSA) and the Non-Controlling Note Holder
Representative under the Lead Securitization Servicing Agreement notice of the Note A-1 Securitization in writing (which may be
by e-mail) not less than 5 business days’ prior to the Note A-1 Securitization Date. Such notice shall contain contact information
for each of the parties to the Note A-1 PSA. In addition, after the Note A-1 Securitization Date, the Note A-1 Holder shall send
a copy of the Note A-1 PSA to each of the parties to the Note A-2 PSA and Note A-3 PSA, as applicable. 


 


Section 3.
          Priority of Payments.


 


(a)
          Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion
of any other Note or security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment
on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof,
whether received in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter
of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds,
awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower
in accordance with the terms of the Mortgage Loan Documents) shall be applied by the Lead Securitization Note Holder (or its designee)
to the Notes on a Pro Rata and Pari Passu Basis; provided, that (x) all amounts for required reserves or escrows required by the
Mortgage Loan Documents to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of
property protection expenses or Servicing Advances then due and payable or reimbursable to the Trustee or any Servicer under the
Lead Securitization Servicing Agreement shall be applied to the extent set forth in, and in accordance with the terms of, the
Mortgage Loan Documents; and (y) all amounts that are then due, payable or reimbursable to any Servicer, with respect to the Mortgage
Loan pursuant to the Lead Securitization Servicing Agreement and any other compensation payable to it thereunder (including without
limitation, any additional expenses of the Trust Fund relating to the Mortgage Loan (but subject to second paragraph of Section
5(d) hereof) reimbursable to, or payable by, such parties and any Special Servicing Fees, Liquidation Fees, Workout Fees and Penalty
Charges (to the extent provided in the immediately following paragraph) but excluding (i) any P&I Advances (and interest thereon)
on the Lead Securitization Note, which shall be reimbursed in accordance with Section 2(b) hereof, and (ii) any Master Servicing
Fees due to the Master Servicer in excess of the Non-Lead Securitization 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.





 






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


 


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


 


Section 5.           Administration of the
Mortgage Loan.


 


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


 






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Holder) the rights, if any, that
such Note Holder has to, (i) call or cause the Lead Securitization Note Holder to call an Event of Default under the Mortgage
Loan, or (ii) exercise any remedies with respect to the Mortgage Loan or the Mortgage Loan Borrower, including, without limitation,
filing or causing the Lead Securitization Note Holder to file any bankruptcy petition against the Mortgage Loan Borrower. The
Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization
Note Holder) shall not have any fiduciary duty to any Non-Lead Securitization Note Holder in connection with the administration
of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization Note Holder from the obligation to make any
disbursement of funds as set forth herein or its obligation to follow the Servicing Standard (in the case of the Master Servicer
or the Special Servicer) or any liability for failure to do so). 


 


Each Note Holder
hereby acknowledges the right and obligation of the Lead Securitization Note Holder (or the Special Servicer acting on behalf
of the Lead Securitization Note Holder), upon the Mortgage Loan becoming a Defaulted Loan to sell the Notes together as notes
evidencing one whole loan in accordance with the terms of the Lead Securitization Servicing Agreement and shall require that all
offers be submitted to the Special Servicer in writing. Whether any cash offer constitutes a fair price for the Mortgage Loan
shall be determined by the Special Servicer, if the highest offeror is a Person other than an Interested Person, and by the Trustee,
if the highest offeror is an Interested Person. Absent an offer at least equal to the Purchase Price, no offer from an Interested
Person shall constitute a fair price unless (i) it is the highest offer received and (ii) at least two other offers are received
from independent third parties. In determining whether any offer from an Interested Person received represents a fair price for
the Mortgage Loan, the Trustee shall rely on the most recent Appraisal (or update of such Appraisal) conducted in accordance with
the Lead Securitization Servicing Agreement within the preceding nine (9)-month period or, in the absence of any such Appraisal,
on a new Appraisal. In determining whether any such offer from a Person other than an Interested Person constitutes a fair price
for the Mortgage Loan, the Special Servicer shall take into account (in addition to the results of any Appraisal or updated Appraisal
or narrative appraisal that it may have obtained within the prior nine (9) months pursuant to the Lead Securitization Servicing
Agreement) among other factors, the period and amount of the occupancy level and physical condition of the Mortgaged Property
and the state of the local economy. In determining whether any offer received from an Interested Person represents a fair price
for any such Defaulted Loan, the Trustee shall rely on the most recent Appraisal (or update of such Appraisal) of the related
Mortgaged Property conducted in accordance with this Agreement within the preceding nine (9) month period or, in the absence of
any such Appraisal, on a new Appraisal. Except as provided in the following paragraph, the cost of any Appraisal will be covered
by, and will be reimbursable as, a Servicing Advance by the Master Servicer. Notwithstanding the foregoing, the Lead Securitization
Note Holder (or the Special Servicer acting on behalf of the Lead Securitization Note Holder) shall not be permitted to sell the
Mortgage Loan without the written consent of each Non-Lead Securitization Note Holder (provided that such consent is not
required if the related Non-Lead Securitization Note is held by a Borrower Party) unless the Special Servicer has delivered to
such Non-Lead Securitization Note Holder: (a) at least 15 Business Days prior written notice of any decision to attempt to sell
the Mortgage Loan; (b) at least ten (10) days prior to the proposed sale date, a copy of each bid package (together with any amendments
to such bid packages) received by the Special Servicer in connection with any such proposed sale, (c) at least ten (10) days prior
to the proposed sale


 






    	-24- 



     


    

 


date, a copy
of the most recent appraisal for the Mortgage Loan, and any documents in the servicing file reasonably requested by such Non-Lead
Securitization Note Holder that are material to the sale price of the Mortgage Loan and (d) until the sale is completed, and a
reasonable period of time (but no less time than is afforded to other offerors and the Lead Securitization Note Holder Representative)
prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other
documents that are approved by the Master Servicer or the Special Servicer in connection with the proposed sale; provided, however, that such Non-Lead Securitization Note Holder may waive any delivery or timing requirements set forth in this sentence
only for itself. Subject to the foregoing, each of the Controlling Note Holder, the Controlling Note Holder Representative, the
Non-Controlling Note Holders and the Non-Controlling Note Holder Representatives shall be permitted to submit an offer at any
sale of the Mortgage Loan (unless such Person is a Borrower Party).


 


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


 


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


 


The authority
of the Lead Securitization Note Holder to sell the Non-Lead Securitization Notes, and the obligations of the Non-Lead Securitization
Note Holders to execute and deliver instruments or deliver the Non-Lead Securitization Notes upon request of the Lead Securitization
Note Holder, shall terminate and cease to be of any further force or effect upon the date, if any, upon which the Lead Securitization
Note is repurchased by the Initial Note Holder from the trust fund established under the Lead Securitization Servicing Agreement
in connection with a material breach of representation or warranty made by such Initial Note Holder with respect to the Lead Securitization
Note or material document defect with respect to the documents delivered by the related Initial Note Holder with respect to the


 






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Lead Securitization Note upon the
consummation of the Lead Securitization. The preceding sentence shall not be construed to grant to a Non-Lead Securitization Note
Holder the benefit of any representation or warranty made by such Initial Note Holder or any document delivery obligation imposed
on such Initial Note Holder under any mortgage loan purchase and sale agreement, instrument of transfer or other document or instrument
that may be executed or delivered by such Initial Note Holder in connection with the Lead Securitization.


 


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


 


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


 






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Asset Status Report relating
to the Mortgage Loan, and consider alternative actions recommended by such Non-Lead Securitization Note Holder (or its Non-Lead
Securitization Note Holder Representative); provided that after the expiration of a period of ten (10) Business Days from
the delivery to such Non-Lead Securitization Note Holder (or its Non-Lead Securitization Note Holder Representative) by the Lead
Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) of written notice of a proposed
action, together with copies of the notice, information and report required to be provided to the Lead Securitization Note Holder
Representative, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall
no longer be obligated to consult with such Non-Lead Securitization Note Holder (or its Non-Lead Securitization Note Holder Representative)
(unless, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) proposes a
new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day
period shall be deemed to begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding
the consultation rights of each Non-Lead Securitization Note Holder (or its Non-Lead Securitization Note Holder Representative)
set forth in the immediately preceding sentence, the Lead Securitization Note Holder (or Master Servicer or Special Servicer,
acting on its behalf) may make any Major Decision or any action set forth in the Asset Status Report before the expiration of
the aforementioned ten (10) Business Day period if the Lead Securitization Note Holder (or Master Servicer or Special Servicer,
as applicable) determines that immediate action with respect thereto is necessary to protect the interests of the Note Holders.
In no event shall the Lead Securitization Note Holder (or Master Servicer or Special Servicer, acting on its behalf) be obligated
at any time to follow or take any alternative actions recommended by a Non-Lead Securitization Note Holder (or its Non-Lead Securitization
Note Holder Representative).


 


In addition to
the consultation rights of each Non-Lead Securitization Note Holder (or its Non-Lead Securitization Note Holder Representative)
provided in the immediately preceding paragraph, each Non-Lead Securitization Note Holder shall have the right to attend (in person
or telephonically, in the discretion of the Master Servicer or Special Servicer, as applicable) annual meetings with the Lead
Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf), upon reasonable notice and at
times reasonably acceptable to the Master Servicer or the 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


 






    	-27- 



     


    

 


powers or rights which the Note Holders
may have under the Mortgage Loan Documents, if any such action would constitute a “significant modification” of the
Mortgage Loan, within the meaning of Section 1.860G-2(b) of the regulations of the United States Department of the Treasury, more
than three (3) months after the startup day of the REMIC which includes the Notes (or any portion thereof). Each Note Holder agrees
that the provisions of this paragraph shall be effected by compliance with any REMIC provisions in the Lead Securitization Servicing
Agreement relating to the administration of the Mortgage Loan.


 


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


 


Section 6.
          Rights of the Controlling Note Holder and Non-Controlling Noteholders.


 


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


 






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of the Servicers,
Certificate Administrator and Trustee shall be required to recognize any person as a Controlling Note Holder Representative until
they receive such information from the Controlling Note Holder. The Controlling Note Holder agrees to inform each such Servicer
or Trustee of the then-current Controlling Note Holder Representative.


 


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


 


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


 


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


 






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otherwise, shall be, with respect to Note A-2, the Initial Note A-2 Holder and, with respect to Note A-3, the Initial Note A-3
Holder.


 


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


 


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


 


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


 


Section 7.
           Appointment of Special Servicer. Subject to the conditions
and requirements set forth in the Lead Securitization Servicing Agreement, the Controlling Note Holder shall have the right at
any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage
Loan and appoint a replacement Special Servicer in lieu thereof. Any designation by the Controlling Note Holder (or its Controlling
Note Holder Representative) of a Person to serve as Special Servicer shall be made by delivering to the other Note Holder, the
Master Servicer, the then existing Special Servicer


 






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


 


Section 8.
          Payment Procedure.


 


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


 


(b)
          If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any
amount received or collected in respect of


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 






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


 


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


 


Section 13.
Other Business Activities of the Note Holders. Each Note Holder acknowledges that the other Note Holder or its Affiliates
may make loans or otherwise extend credit to, and generally engage in any kind of business with, a Borrower Party, any entity
that is a holder of debt secured by direct or indirect ownership interests in the Mortgage Loan Borrower or any entity that is
a holder of a preferred equity interest in the Mortgage Loan Borrower (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)           Except
as contemplated by the second following sentence, each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate,
hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (a “Transfer”)
except to a Qualified Institutional Lender. Promptly after the Transfer, the non-transferring Note Holder shall be provided with
(x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional
Lender (except in the case of a Transfer in accordance with the immediately following sentence) and (y) a copy of the assignment
and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof,
to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note
Holder and (b) if such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation
from each Rating Agency then rating the securities of such Securitization Trust. Notwithstanding the foregoing, without the non-transferring
Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s
Note is held in a Securitization Trust, until a Rating Agency Confirmation is obtained, no Note Holder shall Transfer all or any
portion of its Note (or a participation interest in such Note) to a Borrower Party and any such Transfer made without the prior
consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note


 






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Holder’s Note is held in
a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided
that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject
to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement
or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay
the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee
and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Confirmation
in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to
obtain the consent of the other Note Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer
49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply
in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization
Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization
Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan to a single
member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through
one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.


 


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


 


(c)
          Notwithstanding any other provision hereof, any Note Holder may pledge (a “Pledge”) its Note to any entity
(other than a Borrower Party) which has extended a credit facility to such Note Holder and that is either a Qualified Institutional
Lender or a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better
by each Rating Agency (or, if not rated by an applicable Rating Agency, an equivalent or higher rating from any two of Fitch,
Moody’s and S&P) (a “Note Pledgee”), on terms and conditions set forth in this Section 14(c), it
being further agreed that a financing provided by a Note Pledgee to a Note Holder or any person which Controls such Note that
is secured by its Note and is structured as a repurchase arrangement, shall qualify as a “Pledge” hereunder, provided
that a Note Pledgee that is not a Qualified Institutional Lender may not take title to the pledged Note without a Rating Agency
Confirmation. Upon written notice by the applicable Note Holder to any other Note Holder and any Servicer that a Pledge has been
effected (including the name and address of the applicable Note Pledgee), such other Note Holder agrees to acknowledge receipt
of such notice and thereafter agrees: (i) to give Note Pledgee written notice of any default by the pledging Note Holder in respect
of its obligations under
this Agreement of which default such Note Holder has actual knowledge; (ii) to allow such Note Pledgee a period of ten (10) days
to cure a default by the pledging Note Holder in respect of its


 






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obligations to any other Note Holder hereunder, but such Note
Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this
Agreement shall be effective against such Note Pledgee without the written consent of such Note Pledgee, which consent shall not
be unreasonably withheld, conditioned or delayed; (iv) that such other Note Holder shall give to such Note Pledgee copies of any
notice of default under this Agreement simultaneously with the giving of same to the pledging Note Holder; (v) that such other
Note Holder shall deliver to Note Pledgee such estoppel certificate(s) as Note Pledgee shall reasonably request, provided
that any such certificate(s) shall be in a form reasonably satisfactory to such other Note Holder; and (vi) that, upon written
notice (a “Redirection Notice”) to the other Note Holders and any Servicer by such Note Pledgee that the pledging
Note Holder is in default, beyond any applicable cure periods, under the pledging Note Holder’s obligations to such Note
Pledgee pursuant to the applicable credit agreement between the pledging Note Holder and such Note Pledgee (which notice need
not be joined in or confirmed by the pledging Note Holder), and until such Redirection Notice is withdrawn or rescinded by such
Note Pledgee, Note Pledgee shall be entitled to receive any payments that any Note Holder or Servicer would otherwise be obligated
to pay to the pledging Note Holder from time to time pursuant to this Agreement or the Lead Securitization Servicing Agreement.
Any pledging Note Holder hereby unconditionally and absolutely releases the other Note Holders and any Servicer from any liability
to the pledging Note Holder on account of such other Note Holder’s or Servicer’s compliance with any Redirection Notice
believed by any Servicer or such other Note Holder to have been delivered by a Note Pledgee. A Note Pledgee shall be permitted
to exercise fully its rights and remedies against the pledging Note Holder to such Note Pledgee (and accept an assignment in lieu
of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Note Holders and
any Servicer shall recognize such Note Pledgee (and any transferee other than a Borrower Party that is also a Qualified Institutional
Lender at any foreclosure or similar sale held by such Note Pledgee or any transfer in lieu of foreclosure), and its successor
and assigns, as the successor to the pledging Note Holder’s rights, remedies and obligations under this Agreement, and any
such Note Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Note Holder hereunder
accruing from and after such Transfer (i.e., realization upon the collateral by such Note Pledgee) and agrees to be bound
by the terms and provisions of this Agreement. The rights of a Note Pledgee under this Section 14(c) shall remain effective as
to any Note Holder (and any Servicer) unless and until such Note Pledgee shall have notified any such Note Holder (and any Servicer,
as applicable) in writing that its interest in the pledged Note has terminated.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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,


 






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AND/OR THE INTERPRETATION AND ENFORCEMENT
OF THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF (OTHER THAN SECTION 5-1401 OF THE
NEW YORK GENERAL OBLIGATIONS LAW). EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.


 


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


 


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


 


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


 


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


 


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


 


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


 






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make other provisions with respect to matters
or questions arising under this Agreement, which shall not be inconsistent with the provisions of this Agreement.


 


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


 


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


 


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


 


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


 


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


 


          Section
24.            Withholding Taxes. (a) If the Lead Securitization
Note Holder or the Mortgage Loan Borrower shall be required by law to deduct and withhold Taxes from interest, fees or other amounts
payable to a Non-Lead Securitization Note Holder with respect to the Mortgage Loan as a result of such Non-Lead Securitization
Note Holder constituting a Non-Exempt Person, the Lead Securitization Note Holder, in its capacity as servicer, shall be entitled
to do so with respect to such Non-Lead Securitization Note Holder’s interest in such payment (all withheld amounts being
deemed paid to such Note Holder), provided that the Lead Securitization Note Holder shall furnish such Non-Lead Securitization
Note Holder with a statement setting forth the amount of Taxes withheld, the applicable rate 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.


 






    	-39- 



     


    

 








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


 


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


 






    	-40- 



     


    

 





Section 25.          
Custody of Mortgage Loan Documents. Prior to the Lead Securitization, the originals of all of the Mortgage Loan Documents
shall be held by the Initial Agent on behalf of the registered holders of the Notes. On and after the closing of the Lead Securitization,
the originals of all of the Mortgage Loan Documents (other than the originals of the Non-Lead Securitization Notes) shall be held
in the name of the Trustee (and held by a duly appointed custodian therefor), in accordance with the terms of the Lead Securitization
Servicing Agreement, on behalf of the registered holders of the Notes; provided that if the Lead Securitization is not the Note
A-1 Securitization, all Mortgage Loan Documents (other than Note A-2 and Note A-3) shall not be recorded or filed to reflect the
name of the trustee under the Lead Securitization Servicing Agreement for such Lead Securitization (except to the extent specifically
provided for in the Lead Securitization Servicing Agreement to the extent Note A-1 is not included in a Securitization within
a specified period of time).


 


Section 26.          
Cooperation in Securitization. Each Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to
include its Note in a Securitization. In connection with a Securitization and subject to the terms of the preceding sentence,
at the request of the related Securitizing Note Holder, the related Non-Securitizing Note Holder shall use reasonable efforts,
at such Securitizing Note Holder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder in attempting
to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder customarily adheres
or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such Securitization, including,
entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate
with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage
Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect such Securitization; provided,
that no Non-Securitizing Note Holder shall be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent
to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the interest
allocable to, or the amount of any payments due to or priority of such payments to, such Non-Securitizing Note Holder or (ii)
materially increase such Non-Securitizing Note Holder’s obligations or materially decrease such Non-Securitizing Note Holder’s
rights, remedies or protections. In connection with any Securitization, each related Non-Securitizing Note Holder shall provide
for inclusion in any disclosure document relating to such Securitization such information concerning such Non-Securitizing Note
Holder and its Note as the related Securitizing Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing
Note Holder shall, at such Securitizing Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency
and such Securitizing Note Holder in connection with such Securitization (including, without limitation, reasonably cooperating
with such Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable such Securitizing
Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions)
in connection with the Mortgage Loan and such Securitization), as well as in connection with all other matters and the preparation
of any offering documents thereof and to review and respond reasonably promptly with respect to any information relating to such
Note Holder and its Note in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization,
the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note Holder


 






    	-41- 



     


    

 


may be
incorporated into the offering documents for such Securitization. Each Securitizing Note Holder and each Rating Agency shall be
entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Note Holder.


 


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


 


Section 27.          
Notices. All notices required hereunder shall be given by (i) facsimile transmission (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;


 






    	-42- 



     


    

  


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


 


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


 


Section 30.          
Reserved.


 


Section 31.
          Resignation of Agent. The Agent may resign at any time on ten (10) days’ prior notice, so long as a successor Agent,
reasonably satisfactory to the Note Holders (it being agreed that a Servicer, the Trustee or a Certificate Administrator in a
Securitization is satisfactory to the Note Holders), has agreed to be bound by this Agreement and perform the duties of the Agent
hereunder. WFB, as Initial Agent, may transfer its rights and obligations to a Servicer, the Trustee or the Certificate Administrator,
as successor Agent, at any time without the consent of any Note Holder. Notwithstanding the foregoing, Note Holders hereby agree
that, simultaneously with the closing of the Lead Securitization, the Master Servicer shall be deemed to have been automatically
appointed as the successor Agent under this Agreement in place of WFB without any further notice or other action. The termination
or resignation of such Master Servicer, as Master Servicer under the Lead Securitization Servicing Agreement, shall be deemed
a termination or resignation of such Master Servicer as Agent under this Agreement, and any successor master servicer shall be
deemed to have been automatically appointed as the successor Agent under this Agreement in place thereof without any further notice
or other action.


 


Section 32.
Resizing. Notwithstanding any other provision of this Agreement, for so long as WFB or an affiliate (an “Original
Entity”) is the owner of the Non-Lead Securitization Note (the “Owned Note”), such Original Entity
shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended
and restated notes or additional notes (in either case, “New Notes”) reallocating the principal of the Owned
Note to such New Notes; or severing the Owned Note into one or more further “component” notes in the aggregate principal
amount equal to the then outstanding principal balance of the Owned Note provided that (i) the aggregate principal balance
of all outstanding New Notes following such amendments is no greater than the aggregate principal of the Owned Note prior to such
amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii)
all Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically
subject to the terms of this Agreement, (iv) the Original 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 Original Entity holding the New Notes (and any subsequent holder of such Notes)
shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the
foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section
5), no Note may be modified or amended without the consent of its holder and the consent of the holder of the other Note. In connection
with the foregoing (provided the


 






    	-43- 



     


    

 


conditions set forth in (i) through (v) above are satisfied, with respect to (i) through (iv),
as certified by the Original 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 Non-Controlling Note Holder hereunder, the “Non-Controlling Note Holder”
of such New Notes shall be as provided in the definition of such term in this Agreement.


 


[Signature Page Follows]


 






    	-44- 



     


    

 





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


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Initial Agent and Initial Note A-l Holder, Initial Note A-2 Holder and Initial Note A-3 Holder
	 	 	 
	 	By:	/s/ John Broderick
	 	 	Name: John Broderick 
	 	 	Title:   Managing Director



 


(Agreement
Between Note Holders – Pinnacle II Mortgage Loan)


 




 






    	 	 S-1	 



     


    

 


EXHIBIT
A


 


MORTGAGE LOAN SCHEDULE


 


Description of Mortgage Loan


 


	Mortgage Loan Borrower:	P2 Hudson MC Partners, LLC
	Date of Mortgage Loan:	June 7, 2016
	Date of Notes:	June 7, 2016
	Original Principal Amount of MortgageLoan:
	$87,000,000
	Principal Amount of Mortgage Loan asof
the date hereof:
	$87,000,000
	Initial Note A-1 Principal Balance:	40,000,000
	Initial Note A-2 Principal Balance:	20,000,000
	Initial Note A-3 Principal Balance:	27,000,000
	Location of Mortgaged Property:	Burbank, CA
	Initial Maturity Date:	June 11, 2026


 






    	 	 A-1	 



     


    

 


EXHIBIT
B


 


		1.	INITIAL NOTE A-1 HOLDER:



 


Wells Fargo Bank, National Association


375 Park Avenue, 2nd Floor


J0127-023


New York, New York 10152


Attention: A.J. Sfarra


 


with a copy to:


 


Jeff D. Blake, Esq.


Senior Counsel





Wells Fargo Law Department


D1053-300


301 South College St.


Charlotte, North Carolina 28288


 


		2.	INITIAL NOTE A-2 HOLDER:



 


Wells Fargo Bank, National Association


375 Park Avenue, 2nd Floor


J0127-023


New York, New York 10152


Attention: A.J. Sfarra


 


with a copy to:


 


Jeff D. Blake, Esq.


Senior Counsel 


Wells Fargo Law Department


D1053-300


301 South College St.


Charlotte, North Carolina 28288


 






    	 	B-1	 



     


    

  


		3.	INITIAL NOTE A-3 HOLDER:



 


        Wells Fargo Bank, National Association


        375 Park Avenue, 2nd Floor


        J0127-023


        New York, New York 10152


        Attention: A.J. Sfarra


 


        with a copy to:


 


        Jeff D. Blake, Esq.


        Senior Counsel 


        Wells Fargo Law Department


        D1053-300


        301
South College St.


        Charlotte, North Carolina 28288


 






    	 	B-2	 



     


    

 


EXHIBIT
C


 


PERMITTED
FUND MANAGERS


 





	1.	AllianceBernstein
	2.	Annaly Capital Management
	3.	Apollo Real Estate
    Advisors
	4.	Archon Capital, L.P.
	5.	AREA Property Partners
	6.	Artemis Real Estate
    Partners
	7.	BlackRock, Inc.
	8.	Clarion Partners
	9.	Colony Capital, LLC
	10.	DLJ Real Estate Capital
    Partners
	11.	Dune Real Estate Partners
	12.	Eightfold Real Estate
    Capital, L.P.
	13.	Five Mile Capital
    Partners
	14.	Fortress Investment
    Group, LLC
	15.	Garrison Investment
    Group
	16.	H/2 Capital Partners
    LLC
	17.	Hudson Advisors
	18.	Investcorp International
	19.	iStar Financial Inc.
	20.	J.P. Morgan Investment
    Management Inc.
	21.	JER Partners
	22.	Lend-Lease Real Estate
    Investments
	23.	Libermax Capital LLC
	24.	LoanCore Capital
	25.	Lone Star Funds
	26.	Lowe Enterprises
	27.	Normandy Real Estate
    Partners
	28.	Och-Ziff Capital Management
    Group
	29.	Praedium Group
	30.	Raith Capital Partners,
    LLC
	31.	Rialto Capital Management
    LLC
	32.	Rialto Capital Partners
    LLC
	33.	Rockpoint Group
	34.	Rockwood
	35.	RREEF Funds
	36.	Square Mile Capital
    Management
	37.	The Blackstone Group
	38.	The Carlyle Group
	39.	Torchlight Investors
	40.	Walton Street Capital,
    L.L.C.
	41.	Westbrook Partners
	42.	Wheelock Street Capital
	43.	Whitehall
    Street Real Estate Fund, L.P.


  



    	 	C-1