Exhibit 4.10


 


 





EXECUTION VERSION


 




CO-LENDER AGREEMENT


 


Dated as of August 18, 2015



by and among







COLUMN FINANCIAL INC.

(Initial Note A-1-A Holder)


 


and


 


COLUMN FINANCIAL, INC.

(Initial Note A-1-B Holder)


 


and


 


COLUMN FINANCIAL, INC.

(Initial Note A-2 Holder)


 


and


 


COLUMN FINANCIAL, INC.

(Initial Note A-3 Holder)


 





Starwood Capital Extended Stay Portfolio


 








    	 



    	 



    




 








TABLE OF CONTENTS


 





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




 






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TABLE OF CONTENTS 


(continued) 







 





	 	 	Page
	 	 	 
	Section 30.	Certain Matters Affecting the Agent	40
	Section 31.	Resignation of Agent	41
	Section 32.	Resizing	41







 






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THIS CO-LENDER AGREEMENT
(this “Agreement”), dated as of August 18, 2015 by and between COLUMN FINANCIAL, INC. (together with its successors
in interest, “CFI”), as initial owner of the Note A-1-A (in such capacity, the “Initial Note A-1-A
Holder”, and in its capacity as the initial agent, the “Initial Agent”), CFI, as initial owner of
the Note A-1-B (in such capacity, the “Initial Note A-1-B Holder”), CFI, as initial owner of the Note A-2
(in such capacity, the “Initial Note A-2 Holder”), and CFI, as initial owner of the Note A-3 (in such capacity,
the “Initial Note A-3 Holder” and, together with the Initial Note A-1-A Holder, the Initial Note A-1-B
Holder and the Initial Note A-2 Holder, the “Initial Note Holders”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Mortgage Loan Agreement (as defined herein), the Initial Note Holders originated a certain loan (the “Mortgage Loan”)
described on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to the mortgage loan borrower
described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which, as of the date hereof, is evidenced,
inter alia, by that (i) certain Replacement Severed Promissory Note A-1-A, dated July 14, 2015, in the original principal amount
of $105,000,000 made by Mortgage Loan Borrower to Initial Note A-1-A Holder (as the same may be amended, modified, supplemented
or replaced from time to time, “Note A-1-A”), (ii) that certain Replacement Severed Promissory Note A-1-B,
dated July 14, 2015, in the original principal amount of $20,000,000 made by Mortgage Loan Borrower to Initial Note A-1-B Holder
(as the same may be amended, modified, supplemented or replaced, “Note A-1-B”), (iii) that certain Promissory
Note A-2, dated June 11, 2015, in the original principal amount of $40,000,000 made by Mortgage Loan Borrower to Initial Note A-2
Holder (as the same may be amended, modified, supplemented or replaced, “Note A-2”), and (iv) that certain Promissory
Note A-3, dated June 11, 2015, in the original principal amount of $35,000,000 made by Mortgage Loan Borrower to Initial Note A-3
Holder (as the same may be amended, modified, supplemented or replaced, “Note A-3”), each secured by a first
priority Deed of Trust, Security Agreement and Fixture Filing, dated June 11, 2015 (as the same may be amended, modified or supplemented
from time to time, the “Mortgage”), between the Initial Note Holders and the Mortgage Loan Borrower, encumbering
that certain real property located as described in the Mortgage Loan Agreement (the “Mortgaged Property”);


 


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.


 






    	 



    	 



    

 


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


 


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


 


“Agent Office”
shall mean the designated office of the Agent, which office initially shall be the office of the Initial Note A-1-A Holder listed
on Exhibit B hereto and, after the Securitization Date, shall be the offices 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 and schedule 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.”


 


“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.


 


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


 


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


 


“Collection
Account” shall mean the “Collection Account” or other analogous term as defined in the Lead Securitization
Servicing Agreement.


 


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


 


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


 






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


 


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


 


“Controlling
Note Holder” shall mean the Note A-1-A Holder; provided that at any time Note A-1-A is included in the Lead Securitization,
references to the “Controlling Note Holder” herein shall mean the holders of the majority of the class of securities
issued in the Lead Securitization designated as the “controlling class” or such other class(es) or party otherwise
assigned the rights to exercise the rights of the “Controlling Note Holder” hereunder, as and to the extent provided
in the Lead Securitization Servicing Agreement; provided that if at any time 50% or more of Note A-1-A (or the class of
securities issued under the Note A-1-A PSA designated as the “controlling class” or such other class(es) otherwise
assigned the rights to exercise the rights of the “Controlling Note Holder”) is held by the Mortgage Loan Borrower
or an Affiliate of the Mortgage Loan Borrower, the Note A-1-A Holder (or the class of securities issued under the Note A-1-A 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 and the Note A-1-B
Holder shall be the Controlling Note Holder unless 50% or more of Note A-1-B (or the class of securities issued under the Note
A-1-B PSA designated as the “controlling class” or such other class(es) otherwise assigned to exercise the rights of
the “Controlling Note Holder”) is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower,
in which case the Note A-2 Holder shall be the Controlling Note Holder, unless 50% or more of Note A-2 (or the class of securities
issued under the Note A-2 PSA designated as the “controlling class” or such other class(es) otherwise assigned to exercise
the rights of the “Controlling Note Holder”) is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage
Loan Borrower, in which case the Note A-3 Holder shall be the Controlling Note Holder, unless 50% or more of Note A-3 (or the class
of securities issued under the Note A-3 PSA designated as the “controlling class” or such other class(es) otherwise
assigned to exercise the rights of the “Controlling Note Holder”) is held by the Mortgage Loan Borrower or an Affiliate
of the Mortgage Loan Borrower. If 50% or more of each of Note A-1-A, A-1-B, Note A-2 and Note A-3 is held by the Mortgage Loan
Borrower or an Affiliate of the Mortgage Loan Borrower, no person shall be entitled to exercise the rights of the Controlling Note
Holder.


 


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


 


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


 


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


 


“Directing Certificateholder”
shall mean the “Controlling Class Certificateholder” or other analogous term as defined in the Lead Securitization
Servicing Agreement.


 






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“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 term in Section 2(b) of this Agreement.


 


“Indemnified
Parties” shall have the meaning assigned to such term in Section 2(b) of this Agreement.


 


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


 


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


 


“Initial Note
A-1-B 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 of 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.


 






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


 


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


 


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


 


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


 


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


 


“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
Servicing Agreement” shall mean the pooling and servicing agreement or other comparable agreement related to the Lead
Securitization.


 


“Lead Securitization
Subordinate Class Representative” shall mean the “Directing Certificateholder” or other analogous term as
defined in the Lead Securitization Servicing Agreement.


 


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


 


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


 


“Master Servicer”
shall mean the Master Servicer of the Mortgage Loan appointed as provided in the Lead Securitization Servicing Agreement.


 


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


 


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


 


“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.


 






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“Mortgage Loan
Agreement” shall mean the Loan Agreement, dated as of June 11, 2015, between certain entities set forth in Exhibit A,
as borrowers, and CFI, as lender, as the same may be further amended, restated, supplemented or otherwise modified from time to
time, subject to the terms hereof.


 


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


 


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


 


“Mortgage Loan
Documents” shall mean, with respect to the Mortgage Loan, the Mortgage Loan Agreement, the Mortgage, the Notes and all
other documents now or hereafter evidencing, 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” shall mean any of Note A-1-B, Note A-2, Note A-3 or any New Note(s) issued in respect thereof.


 


“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 Non-Lead Securitization Subordinate Class Representative or any other party assigned the rights to exercise
the rights of a “Non-Controlling Note Holder” hereunder, 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 the Master Servicer and the Special
Servicer) has been given written notice; provided that if at any time 50% or more of Note A-1-A (or the class of securities
issued under the Note A-1-A PSA designated as the “controlling class” or such other class(es) otherwise assigned to
exercise the rights of the “Controlling Note Holder”) is held by the Mortgage Loan Borrower or an Affiliate of the
Mortgage Loan Borrower, the Note A-1-A Holder shall not be entitled to exercise any rights of the Controlling Note Holder and the
Note A-1-B Holder shall be the Controlling Note Holder unless 50% or more of Note A-1-B (or the class of securities issued under
the Note A-1-B PSA designated as the “controlling class” or such other class(es) otherwise assigned to exercise the
rights of the “Controlling Note Holder”) is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan
Borrower, in which case the Note A-2 Holder shall be the Controlling Note Holder, unless 50% or more of Note A-2 (or the class
of securities issued under the Note A-2 PSA designated as the “controlling class” or such other class(es) otherwise
assigned to exercise the rights of the “Controlling Note Holder”) is held by the Mortgage Loan Borrower or an Affiliate
of the Mortgage Loan Borrower, in which case the Note A-3 Holder shall be the Controlling Note Holder, unless 50% or more of Note
A-3 (or the class of securities issued under the Note A-3 PSA designated as the “controlling


 






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class”
or such other class(es) otherwise assigned to exercise the rights of the “Controlling Note Holder”) is held by the
Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower. If 50% or more of each of Note A-1-A, A-1-B, Note A-2 and
Note A-3 is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, no person shall be entitled to exercise
the rights of the Controlling Note Holder. With respect to any Non-Controlling Note, the Lead Securitization Note Holder (or the
Master Servicer or the Special Servicer acting on its behalf) shall not be required at any time to deal with more than one party
exercising the rights of any particular “Non-Controlling Note Holder” herein or under the Lead Securitization Servicing
Agreement and, (x) to the extent that the related Non-Lead Securitization Servicing Agreement assigns such rights to more than
one party, or (y) to the extent a Non-Controlling Note is split into two or more New Notes pursuant to Section 32, for
purposes of this Agreement, the Non-Lead Securitization Servicing Agreement or the holders of such New Notes shall designate one
party to deal with the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) and
provide written notice of such designation to the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer
acting on its behalf); provided that, in the absence of such designation and notice, the Lead Securitization Note Holder
(or the Master Servicer or the Special Servicer acting on its behalf) shall be entitled to treat the last party as to which it
has received written notice as having been designated as the Non-Controlling Note Holder with respect to such Non-Controlling
Note, as the Non-Controlling Note Holder for such Non-Controlling Note for all purposes of this Agreement. As of the date hereof
and until further notice from a Non-Lead Securitization Note Holder (or the Non-Lead Master Servicer or another party acting on
its behalf), the Initial Note A-1-B Holder is the Non-Controlling Note Holder with respect to Note A-1-B, 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(c).


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Note A-2 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-2 Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon (or on any New Notes issued in substitution
thereof) received by the Note A-2 Holder (or any holders of New Notes issued in substitution of the Note A-2) 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 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-1-A 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-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.


 






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“Note A-3 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-3 Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon (or on any New Notes issued in substitution
thereof) received by the Note A-3 Holder (or any holders of New Notes issued in substitution of the Note A-3) 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 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 Holders”
shall mean, collectively, the Note A-1-A Holder, the Note A-1-B 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-A, the Note A-1-A Principal Balance, (ii) with respect to Note A-1-B,
the Note A-1-B Principal Balance, (iii) with respect to Note A-2, the Note A-2 Principal Balance and (iv) 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 mean, collectively, Note A-1-A, Note A-1-B, Note A-2 and Note A-3.


 


“P&I Advance”
shall mean an advance made by a party to the Lead Securitization Servicing Agreement or a Non-Lead Securitization Servicing Agreement,
as applicable, in respect of a delinquent monthly debt service payment on the Lead Securitization Note or a Non-Lead Securitization
Note, as applicable.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


(c)           one or more of the following:


 


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


 


(ii)           an
investment company, money management firm or a “qualified institutional buyer” within the meaning of Rule 144A under
the Securities Act of 1933, as amended, or an “accredited investor” within the meaning of, or any entity in which
each of the equity owners is 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 the Lead 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


 






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CDO,
either (x) the special servicer of such Securitization Vehicle has a Required Special Servicer Rating or (y) Rating Agency Confirmations
have been obtained from the Rating Agencies rating each Securitization (in the case of either (x) or (y), such entity, an “Approved
Servicer”) and such Approved Servicer is required to service and administer such Note or any interest therein in accordance
with servicing arrangements for the assets held by the Securitization Vehicle which require that such Approved Servicer act in
accordance with a servicing standard notwithstanding any contrary direction or instruction from any other Person; or (3) in
the case of a Securitization Vehicle that is a CDO, the CDO Asset Manager and, if applicable, each Intervening Trust Vehicle that
is not administered and managed by a CDO Asset Manager which is a Qualified Institutional Lender, are each a Qualified Institutional
Lender under clauses (c)(i), (ii), (iv) or (v) of this definition, or


 


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


 


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


 


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


 


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


 


“Qualified Trustee”
means (i) a corporation, national bank, national banking association or a trust company, organized and doing business under
the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to


 






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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 either of the then in effect
top three rating categories of each of the applicable Rating Agencies (or, if not rated by an applicable Rating Agency, an equivalent
(or higher) rating from any two of Fitch, Moody’s and S&P).


 


“Rating Agencies”
shall mean DBRS, Fitch, KBRA, Moody’s, Morningstar and S&P and their respective successors in interest or, if any of
such entities shall for any reason no longer perform the functions of a securities rating agency, any other nationally recognized
statistical rating agency reasonably engaged by any Note Holder or the applicable depositor 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 Notes.


 


“Rating Agency
Confirmation” shall mean a confirmation in writing by each of the Rating Agencies that the occurrence of the event with
respect to which such Rating Agency Confirmation is sought shall not result in a downgrade, qualification or withdrawal of the
applicable rating or ratings ascribed by such Rating Agency to any of the securities issued pursuant to a Securitization that are
then outstanding. If no such securities are outstanding, any action that would otherwise require a Rating Agency Confirmation shall
instead require the consent of the Note A-1-A Holder, which consent shall not be unreasonably withheld or delayed. For the purposes
of this Agreement, if any Rating Agency shall waive, decline or refuse to review or otherwise act upon any request for Rating Agency
Confirmation hereunder, such waiver, declination, or refusal shall be deemed to eliminate, for such request only, the condition
that a Rating Agency Confirmation by such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity,
any such waiver, declination or refusal to review or otherwise act upon any request for a Rating Agency Confirmation hereunder
shall not be deemed a waiver, declination or refusal to review or otherwise act upon any subsequent request for a Rating Agency
Confirmation hereunder and the condition for Rating Agency Confirmation pursuant to this Agreement for any subsequent request shall
apply regardless of any previous waiver, declination or refusal to review or otherwise engage in such prior request.


 


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


 


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


 


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


 



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“Remittance Date”
shall mean the “Master Servicer Remittance Date”, as such term is defined in the Lead Securitization Servicing Agreement;
provided, however, that no remittance shall be required to be made until one (1) Business Day after the Master Servicer’s
receipt of the related Monthly Payment with respect to the Mortgage Loan. 


 


“Required Special
Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”,
(ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage
Special Servicer, (iii) in the case of Moody’s, such special servicer is acting as special servicer for one or more
loans included in a 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 is currently
acting as special servicer on a deal or transaction-level basis for all or a significant portion of the related mortgage loans
in one or more other commercial mortgage-backed securitizations, 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 transactions, (v) in
the case of DBRS, such special servicer is acting as special servicer for one or more loans included in a commercial mortgage loan
securitization that was rated by DBRS, and DBRS has not cited servicing concerns of such special servicer as the sole or material
factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation
of a ratings downgrade or withdrawal) of securities in a transaction serviced by such special servicer prior to the time of determination,
and (vi) in the case of KBRA, KBRA has not cited servicing concerns of such special servicer as the sole or material factor
in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a
ratings downgrade or withdrawal) of securities in a transaction serviced by such special servicer prior to the time of determination.


 


“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 one or more sales by a Note Holder of all or a portion of such Note to a depositor, who will in turn include such portion
of such Note as part of a securitization (rated by at least two Rating Agencies if such Securitization is the Lead Securitization)
of one or more mortgage loans.


 


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


 






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


 


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


 


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization pursuant to which any Note or portion thereof is held.


 


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


 


“Senior Trust
Advisor” shall mean the trust advisor, operating advisor or similar entity appointed as provided in the Lead Securitization
Servicing Agreement.


 


“Serviced Whole
Loan Custodial Account” shall mean the “Serviced Whole Loan Custodial Account” or other analogous term as
defined in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 


“Special Servicer”
shall mean the Special Servicer of the Mortgage Loan appointed as provided in the Lead Securitization Servicing Agreement and this
Agreement.


 


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


 


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


 


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


 


“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


 






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


 


Section 2.          Servicing of the Mortgage Loan.


 


(a)           Each Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced
from and after the Securitization Date pursuant to the Lead Securitization Servicing Agreement; provided that the Master
Servicer shall not be obligated to advance monthly payments of principal or interest in respect of any Note other than the Lead
Securitization Note if such principal or interest is not paid by the Mortgage Loan Borrower but shall be obligated to advance
delinquent real estate taxes, insurance premiums and other expenses related to the maintenance of the Mortgaged Property and maintenance
and enforcement of the lien of the Mortgage thereon, subject to the terms of the Lead Securitization Servicing Agreement including
any provisions governing the determination of non-recoverability. 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. In addition, the Lead Securitization Servicing Agreement shall have such additional provisions
as are set forth in Schedule I hereto. 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 27, reasonably cooperate
with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. Subject to the terms and
conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents to the appointment of the Master
Servicer and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment of the initial
Special Servicer by the Controlling Note Holder as may be replaced pursuant to the terms of the Lead Securitization Servicing
Agreement 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 irrevocably 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; provided that, if any payment is made from general funds on deposit
in the Collection Account for the Lead Securitization Trust and the Lead Securitization Trust is entitled under the


 






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terms
of this Agreement to reimbursement from a Non-Lead Securitization Note Holder with respect to all or a portion of such Non-Lead
Securitization’s “share” of such payment, the Servicer may use efforts in accordance with the Servicing Standard
to exercise promptly the rights of the Lead Securitization Trust under this Agreement to obtain reimbursement from a Non-Lead
Securitization Note Holder for such Non-Lead Securitization Note Holders’ allocable share of the amount so paid. Each Servicer
shall be required pursuant to the Lead Securitization Servicing Agreement to service the Mortgage Loan in accordance with the
Servicing Standard, the terms of the Mortgage Loan Documents, the Lead Securitization Servicing Agreement and applicable law,
shall provide information to each Non-Lead Servicer under each Non-Lead Securitization Servicing Agreement to enable each such
Non-Lead Servicer to perform its servicing duties under the related Non-Lead Securitization Servicing Agreement and shall not
take any action or refrain from taking any action or follow any direction inconsistent with the foregoing.


 


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, however, that if a Non-Lead Securitization Note is in a Securitization and the servicer(s) to be appointed
under such replacement servicing agreement would not otherwise meet the conditions to be a servicer under the Lead Securitization
Servicing Agreement that is being replaced, then a Rating Agency Confirmation shall have been obtained from each Rating Agency
with respect to the securities issued in connection with the Securitization for the Non-Lead Securitization Note; provided,
further, however, that until a replacement servicing agreement has been entered into, the Lead Securitization Note
Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the 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, to
the extent provided in the Lead Securitization Servicing Agreement) (i) shall be required to make Servicing Advances with respect
to the Mortgage Loan, subject to the terms of the Lead Securitization Servicing Agreement and this Agreement, and (ii) may be
required to make P&I Advances on the Lead Securitization Note, if and to the extent provided in the Lead Securitization Servicing
Agreement and this Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to reimbursement
for a Servicing Advance, first from funds on deposit in the Collection Account and/or the Serviced Whole Loan Custodial
Account for the Mortgage Loan that (in any case) represent amounts received on or in respect of the Mortgage Loan, and then,
in the case of Nonrecoverable Servicing Advances, if such funds on deposit in the Collection Account with respect to the Lead
Securitization Note, together with funds on deposit in the Serviced Whole Loan Custodial Account, are insufficient, from general
collections of the Lead Securitization as provided in the Lead Securitization Servicing Agreement and from general collections
of the Non-Lead Securitization as provided below. The Master Servicer, the Special Servicer and the


 






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Trustee,
as applicable, shall be entitled to reimbursement for accrued and unpaid interest on a Servicing Advance or a Nonrecoverable Servicing
Advance, in the manner and from the sources provided in the Lead Securitization Servicing Agreement, including from general collections
of the Lead Securitization and, in the case of Servicing Advances, from general collections of the Non-Lead Securitization as
provided below. To the extent the Master Servicer, the Special Servicer or the Trustee, as applicable, obtains funds from general
collections of the Lead Securitization as a reimbursement for a Nonrecoverable Servicing Advance or any accrued and unpaid interest
on a Servicing Advance or a Nonrecoverable Servicing Advance, each Non-Lead Securitization Note Holder (including any Non-Lead
Securitization Trust) shall be required to, promptly following notice from the Master Servicer, reimburse the Lead Securitization
for its pro rata share of such Nonrecoverable Servicing Advance or accrued and unpaid interest thereon.


 


In
addition, each Non-Lead Securitization Note Holder (including, but not limited to, any Non-Lead Securitization Trust) shall be
required to, promptly following notice from the Master Servicer or the Special Servicer, pay or reimburse the Lead Securitization
for such Non-Lead Securitization Note Holder’s pro rata share of any fees, costs or expenses incurred in connection
with the servicing and administration of the Mortgage Loan as to which the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, the Senior Trust Advisor or the Depositor, as applicable, is entitled to be reimbursed pursuant to
the Lead Securitization Servicing Agreement (other than P&I Advances and interest thereon), to the extent amounts on deposit
in the “Serviced Whole Loan Custodial Account” are insufficient for reimbursement of such amounts and to the extent
that funds from general collections in the Lead Securitization are applied towards the Lead Securitization Note Holder’s
pro rata share of the insufficiency. Each Non-Lead Securitization Note Holder shall indemnify (i) (as and to the same extent
the Lead Securitization Trust is required to indemnify each of the following parties in respect of other mortgage loans in the
Lead Securitization Trust pursuant to the terms of the Lead Securitization Servicing Agreement) each of the Master Servicer, the
Special Servicer, the Certificate Administrator, the Trustee, the Senior Trust Advisor (if and to the extent it has responsibilities
with respect to the Non-Lead Securitization Notes) 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) and (ii) the Lead Securitization Trust (such parties in clause (i) and the Lead Securitization
Trust, collectively, (the “Indemnified Parties”) against any claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with the servicing
and administration of the Mortgage Loan and the Mortgaged Property (or, with respect to the Senior Trust Advisor, incurred in
connection with the provision of services for the Mortgage Loan) under the Lead Securitization Servicing Agreement (collectively,
the “Indemnified Items”) to the extent of its pro rata share of such Indemnified Items, and to the extent
amounts on deposit in the “Serviced Whole Loan Custodial Account” are insufficient for reimbursement of such amounts,
the Non-Lead Securitization Note Holder shall be required to, promptly following notice from the Master Servicer, the Special
Servicer or the Trustee, reimburse each of the applicable Indemnified Parties for its pro rata share of the insufficiency
(including, if a Non-Lead Securitization Note has been included in a Non-Lead Securitization, from general collections or any
other amounts from such Non-Lead Securitization Trust).


 






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The
applicable master servicer under any Non-Lead Securitization (the “Non-Lead Master Servicer”) may be required
to make P&I Advances on the related Non-Lead Securitization Note, from time to time, subject to the terms of the servicing
agreement for the related Securitization (the “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 they have on hand and in accordance with the Lead Securitization Servicing Agreement. Each
Non-Lead Master Servicer and the applicable special servicer and the trustee under the related Non-Lead Securitization Servicing
Agreement (respectively, the “Non-Lead Special Servicer” and the “Non-Lead Trustee”), as
applicable, shall be entitled to make their own recoverability determination with respect to a P&I Advance to be made on the
related Non-Lead Securitization Note based on the information that they have on hand and in accordance with the 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 related Master Servicer and the related Trustee, or the Non-Lead Master Servicer and the Non-Lead Trustee, as
the case may be, of the other Securitization within two business days of making such determination. Each of the Master Servicer
and the Trustee will only be entitled to reimbursement for a P&I Advance made with respect to the Lead Securitization Note
and advance interest thereon that becomes non-recoverable first from the Collection Account from amounts allocable to the
Lead Securitization Note, and then, if funds are insufficient, from general collections of the Lead Securitization Trust,
pursuant to the terms of the Lead Securitization Servicing Agreement. Each of a Non-Lead Master Servicer and a Non-Lead Trustee,
as applicable, will only be entitled to reimbursement for a P&I Advance made with respect to the Non-Lead Securitization Note
and advance interest thereon that becomes non-recoverable, first from the Serviced Whole Loan Custodial Account and then if funds
are insufficient, from general collections of the related Non-Lead 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:


 






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(i)           
such Non-Lead Securitization Note Holder shall be responsible for its pro rata share of any Nonrecoverable Servicing
Advances (and accrued and unpaid interest thereon) and any additional Trust Fund expenses (but not any interest on P&I Advances),
but only to the extent that they relate to servicing and administration of the Notes and the Mortgaged Property, including without
limitation, any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees relating to the Notes, and that in the event
that the funds received with respect to each respective Note are insufficient to cover such Servicing Advances or additional trust
fund expenses, (A) the Non-Lead Master Servicer will be required to, promptly following notice from the Master Servicer or the
Special Servicer, pay or reimburse the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, or
the Lead Securitization Trust, as applicable, out of general collections in the collection account (or equivalent account) established
under the Non-Lead Securitization Servicing Agreement for the Non-Lead Securitization Note Holder’s pro rata share
of any such Nonrecoverable Servicing Advances (together with advance interest thereon) and/or additional trust fund expenses (including
compensation due to the Master Servicer and the Special Servicer to the extent related to the servicing and administration of
the Mortgage Loan and the Mortgaged Property), and (B) 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 Non-Lead Master Servicer will be required to, promptly following notice from the Master Servicer, the Special
Servicer or the Trustee, reimburse the Lead Securitization Trust out of general collections in the collection account (or equivalent
account) established under the Non-Lead Securitization Servicing Agreement for the Non-Lead Securitization Note Holder’s
pro rata share of any such Nonrecoverable Servicing Advances (together with advance interest thereon) and/or additional trust
fund expenses (including compensation due to the Master Servicer and the Special Servicer to the extent related to the servicing
and administration of the Mortgage Loan and the Mortgaged Property);


 


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


 


(iii)          the
Non-Lead Master Servicer will be required to deliver to the Trustee, the Certificate Administrator, the Special Servicer, the
Master Servicer and the Senior Trust Advisor (i) promptly following Securitization of the Non-Lead Securitization Note, notice
of the deposit of the Non-Lead Securitization Note into a Securitization Trust


 






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


 


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


 


(d)           Prior to Securitization of a Non-Lead Securitization Note (including any New Notes), all notices, reports, information
or other deliverables required to be delivered to the related Non-Lead Securitization Note Holder or the related Non-Controlling
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-Controlling Note
Holder Representative and, when so delivered to such Non-Controlling Note Holder Representative, 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 Securitization of a Non-Lead
Securitization Note, all notices, reports, information or other deliverables required to be delivered to the related Non-Lead
Securitization Note Holder or the related Non-Controlling 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 the related 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, such Non-Lead Special Servicer, the related certificate administrator
and the related Non-Lead Securitization Subordinate Class Representative, 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.


 


Section 3.         Priority of Payments. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference
over any portion of any other Note or security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available
for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds
thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty,
letter of credit or other collateral or instrument securing the Mortgage Loan, 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), but excluding (x) all amounts for required reserves
or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents)
to be held as reserves or escrows


 






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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 and (y) all
amounts that are then due, payable or reimbursable (except for (i) any reimbursement of P&I Advances (and interest thereon)
made with respect to any Note which may only be reimbursed out of payments and collections allocable to such Note and (ii) any
Servicing Fees due to the Master Servicer in excess of that portion of such Servicing Fees calculated at the Servicing Fee Rate
applicable to the Non-Lead Securitization Note as set forth in the Lead Securitization Servicing Agreement which excess may only
be paid out of payments and collections allocable to the Lead Securitization Note) to any Servicer, with respect to the Mortgage
Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation, any additional Trust Fund expenses
(other than interest on P&I Advances) 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, Penalty Charges
(to the extent provided in the immediately following paragraph) and any other additional compensation payable pursuant to the
Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes
on a Pro Rata and Pari Passu Basis.


 


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


 






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(a)           Subject to this Agreement (including but not limited to Section 5(c)) and the Lead Securitization Servicing
Agreement and subject to the rights and consents, where required, of the Controlling Note Holder Representative, the Lead Securitization
Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder)
shall have the sole and exclusive authority with respect to the administration of, and exercise of rights and remedies with respect
to, the Mortgage Loan, including, without limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan
Documents or consent to any action or failure to act by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents,
call or waive any Event of Default, accelerate the Mortgage Loan or institute any foreclosure action or other remedy, and 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 hereby presently and irrevocably assigns and conveys to the Lead Securitization Note Holder
(or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) the rights,
if any, that such Note Holder has to, (i) call or cause the Lead Securitization Note Holder to call an Event of Default under
the Mortgage Loan, or (ii) exercise any remedies with respect to the Mortgage Loan or the Mortgage Loan Borrower, including,
without limitation, filing or causing the Lead Securitization Note Holder to file any bankruptcy petition against the Mortgage
Loan Borrower. The Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf
of the Lead Securitization Note Holder) shall not have any fiduciary duty to any Non-Lead Securitization Note Holder in connection
with the administration of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization Note Holder from the
obligation to make any disbursement of funds as set forth herein or its obligation to follow the Servicing Standard (in the case
of the Master Servicer or the Special Servicer) or any liability for failure to do so).


 


Each
Note Holder hereby acknowledges the right and obligation of the Lead Securitization Note Holder (or the Special Servicer acting
on behalf of the Lead Securitization Note Holder), upon the Mortgage Loan becoming a Defaulted Mortgage Loan and the determination
by the Special Servicer to sell the Lead Securitization Note in accordance with the Lead Securitization Servicing Agreement, to
sell the Notes together as notes evidencing one whole loan in accordance with the terms of the Lead Securitization Servicing Agreement.
In connection with any such sale, the Special Servicer shall be required to sell the Notes together as notes evidencing one whole
loan and shall require that all offers be submitted to the Certificate Administrator or Special Servicer, as applicable, in accordance
with the terms of the Lead Securitization Servicing Agreement in writing. The Trustee (based upon updated Appraisals ordered by
the Special Servicer and received by the Trustee (or ordered by the Trustee if the Special Servicer or any of its Affiliates is
an Interested Person)) shall determine the fair price for the Specially Serviced Mortgage Loan (in the manner set forth in the
Lead Securitization Servicing Agreement) if the highest offeror is an Interested Person, and any such determination by the Trustee
shall be binding upon all parties. Notwithstanding the foregoing, the Lead Securitization Note Holder (or the Special Servicer
acting on behalf of the Lead Securitization Note Holder) shall not be permitted to sell the Mortgage Loan without the written
consent of each Non-Controlling Note Holder (provided that such consent is not required if the


 






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related
Non-Controlling Note is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower) unless the Special Servicer
has delivered to each Non-Controlling Note Holder: (a) at least 15 Business Days prior written notice of any decision to attempt
to sell the Mortgage Loan; (b) at least 10 days prior to the proposed sale date, a copy of each bid package (together with any
material amendments to such bid packages) received by the Special Servicer in connection with any such proposed sale, (c) at least
10 days prior to the proposed sale date, a copy of the most recent Appraisal for the Mortgage Loan, and any documents in the Servicing
File reasonably requested by a Non-Controlling Note Holder that are material to the price of the Mortgage Loan and (d) until the
sale is completed and a reasonable period of time (but no less time than is afforded to other offerors and the Lead Securitization
Subordinate Class 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 any Non-Controlling Note Holder may waive any delivery or timing requirements set forth
in this sentence only for itself. Subject to the foregoing, each of the Controlling Note Holder, the Controlling Note Holder Representative,
the Non-Controlling Note Holders and the Non-Controlling Note Holder Representatives shall be permitted to bid at any sale of
the Mortgage Loan unless such Person is the Mortgage Loan Borrower or an agent or Affiliate of the Mortgage Loan Borrower.


 


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


 


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


 






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may
be executed or delivered by the Initial Note A-1-A 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 of the Note Holders as a collective whole. The Note Holders agree to be bound by the terms of the Lead Securitization
Servicing Agreement. All rights and obligations of the Lead Securitization Note Holder described hereunder may be exercised by
the Master Servicer, the Special Servicer, the Certificate Administrator and/or the Trustee on behalf of the Lead Securitization
Note Holder. The Lead Securitization Servicing Agreement shall not be amended in any manner that may adversely affect any Non-Lead
Securitization Note Holder in its capacity as a Non-Lead Securitization Note Holder without such Non-Lead Securitization Note
Holder’s prior written consent. Each Non-Lead Securitization Note Holder (unless it is the same Person as or an Affiliate
of the Mortgage Loan Borrower) shall be a third-party beneficiary to the Lead Securitization Servicing Agreement with respect
to its rights as specifically provided for therein.


 


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


 






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Securitization
Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall no longer be obligated to consult with
such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative), whether or not such Non-Controlling Note
Holder (or its Non-Controlling Note Holder Representative) has responded within such ten (10) Business Day period (unless, the
Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) proposes a new course of
action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall
be deemed to begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the
consultation rights of each Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) set forth in the immediately
preceding sentence, the Lead Securitization Note Holder (or Master Servicer or Special Servicer, acting on its behalf) may make
any Major Decision or take any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10)
Business Day period if the Lead Securitization Note Holder (or 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 any Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative).


 


In addition to the consultation
rights of each Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) provided in the immediately preceding
paragraph, each Non-Controlling Note Holder shall have the right to attend annual meetings (which may be held telephonically or
in person, at the discretion of the Master Servicer or Special Servicer, as applicable) with the Lead Securitization Note Holder
(or the Master Servicer or the Special Servicer acting on its behalf) at the offices of the Master Servicer or the Special Servicer,
as applicable, 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; provided that such Non-Controlling Note Holder, at
the request of the Master Servicer or the Special Servicer, as applicable, shall execute a confidentiality agreement in form and
substance satisfactory to it, the Master Servicer or the Special Servicer, as applicable, and the Lead Securitization Note Holder.


 


(d)           If any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within
the meaning of Section 860D(a) of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the
Mortgage Loan shall be administered such that the Notes shall qualify at all times as (or as interests in) a “qualified
mortgage” within the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property)
acquired by or on behalf of the Note Holders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu
of foreclosure of the Mortgage or lien on such property following a default on the Mortgage Loan shall be administered so that
the interest of the pro rata share of each Note Holder therein shall at all times qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code and (iii) no Servicer may modify, waive or amend any provision
of the Mortgage Loan, consent to or withhold consent from any action of the Mortgage Loan Borrower, or exercise or refrain from
exercising any powers or rights which the Note Holders may have under the Mortgage Loan Documents, if any such action would constitute
a “significant modification” of the Mortgage Loan, within the


 






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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 any of the Notes (or any portion thereof). Each Note Holder agrees that the provisions
of this paragraph shall be effected by the compliance with any REMIC provisions in the Lead Securitization Servicing Agreement
relating to the administration of the Mortgage Loan.


 


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


 


Section 6.         Appointment of Controlling Note Holder Representative and Non-Controlling Note Holder Representative.


 


(a)           The Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise
of its rights and obligations with respect to the Mortgage Loan (the “Controlling Note Holder Representative”).
The Controlling Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace
the Controlling Note Holder Representative in accordance with the terms of the Lead Securitization Servicing Agreement. When exercising
its various rights under Section 5 and elsewhere in this Agreement, the Controlling Note Holder may, at its option,
in each case, act through the Controlling Note Holder Representative. The Controlling Note Holder Representative may be any Person
(other than the Mortgage Loan Borrower, its principal or any Affiliate of the Mortgage Loan Borrower), including, without limitation,
the Controlling Note Holder, any officer or employee of the Controlling Note Holder, any Affiliate of the Controlling Note Holder
or any other unrelated third party. No such Controlling Note Holder Representative shall owe any fiduciary duty or other duty
to any other Person (other than the Controlling Note Holder). All actions that are permitted to be taken by the Controlling Note
Holder under this Agreement may be taken by the Controlling Note Holder Representative acting on behalf of the Controlling Note
Holder. Any Servicer, Senior Trust Advisor, Trustee or Certificate Administrator acting on behalf of the Lead Securitization Note
Holder shall not be required to recognize any Person as a Controlling Note Holder Representative until the Controlling Note Holder
has notified the Servicer, Senior Trust Advisor, Trustee and Certificate Administrator of such appointment and, if the Controlling
Note Holder Representative is not the same Person as the Controlling Note Holder, the Controlling Note Holder Representative provides
any Servicer, Senior Trust Advisor, Trustee and Certificate Administrator with written confirmation of its acceptance of such
appointment, an address and telecopy number for the delivery of notices and other correspondence and a list of officers or employees
of such person with whom the parties to this Agreement may deal (including their names, titles, work addresses and telecopy numbers).
The Controlling Note Holder shall promptly deliver such information to any Servicer, Senior Trust Advisor, Trustee and Certificate
Administrator. So


 






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long
as no Consultation Termination Event (including any such deemed event) is in effect, pursuant to the terms of the Lead Securitization
Servicing Agreement, the Controlling Note Holder Representative shall be the Lead Securitization Subordinate Class Representative.


 


(b)           Neither the Controlling Note Holder Representative nor the Controlling Note Holder 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 may have special relationships and interests that conflict with the interests of a Note Holder and,
absent willful misfeasance, bad faith or gross negligence on the part of the Controlling Note Holder Representative or the Controlling
Note Holder, as the case may be, agree to take no action against the Controlling Note Holder Representative, the Controlling Note
Holder or any of their respective officers, directors, employees, principals or agents as a result of such special relationships
or interests, and that neither the Controlling Note Holder 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.


 


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


 


(d)           The Controlling Note Holder shall be entitled to exercise the rights and powers granted to the Controlling Note Holder
hereunder and the rights and powers granted to the “Directing Certificateholder” or similar party under, and as defined
in, the Lead Securitization Servicing Agreement with respect to the Mortgage Loan. In addition, the Controlling Note Holder shall
be entitled to advise (1) the Special Servicer with respect to all matters related to a “Specially Serviced Mortgage
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


 






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Decision
as to which, the Controlling Note Holder has objected in writing within ten (10) Business Days (or thirty (30) days in connection
with an Acceptable Insurance Default) after receipt of the written recommendation and analysis and such additional information
requested by the Controlling Note Holder as may be necessary in the reasonable judgment of the Controlling Note Holder in order
to make a judgment with respect to such Major Decision. The Controlling Note Holder may also direct the Special Servicer to take,
or to refrain from taking, such other actions with respect to the Mortgage Loan as the Controlling Note Holder may deem advisable.


 


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


 


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


 


No objection, direction,
consent, advice or consultation contemplated by the preceding paragraphs of this Section 6(d) or elsewhere in this Agreement
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 or the REMIC provisions of the Code, be
inconsistent with 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 the Special Servicer, as applicable. The Controlling
Note Holder shall have no liability to the other Note Holders or any other party for any action taken, or for refraining from the
taking of any action or the giving of any consent or the failure to give any consent pursuant to this Agreement or the Lead Securitization
Servicing Agreement or errors in judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance,
bad faith or gross negligence. The Note Holders agree that the Controlling Note Holder may take or refrain from taking actions,
or give or refrain from giving consents, that favor the interests of one Note Holder over the other Note Holders,


 






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and
that the Controlling Note Holder may have special relationships and interests that conflict with the interests of another Note
Holder and, absent willful misconduct, bad faith or gross negligence on the part of the Controlling Note Holder agree to take
no action against the Controlling Note Holder or any of its officers, directors, employees, principals or agents as a result of
such special relationships or interests, and that the Controlling Note Holder shall not be deemed to have been grossly negligent
or reckless, or to have acted in bad faith or engaged in willful misconduct or to have recklessly disregarded any exercise of
its rights by reason of its having acted or refrained from acting or having given any consent or having failed to give any consent,
solely in the interests of any Note Holder.


 


Section 7.        Appointment of Special Servicer. Subject to the terms of, and conditions and requirements set forth in, the Lead
Securitization Servicing Agreement, the Controlling Note Holder (or its Controlling Note Holder Representative) shall have the
right at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the
Mortgage Loan and appoint a replacement Special Servicer in lieu thereof. Any designation by the Controlling Note Holder (or its
Controlling Note Holder Representative) of a Person to serve as Special Servicer shall be made by delivering to the other Note
Holder, the Master Servicer, the then existing Special Servicer and other parties to the Lead Securitization Servicing Agreement
a written notice stating such designation and satisfying the other conditions to such replacement as set forth in the Lead Securitization
Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required by the terms of the Lead Securitization
Servicing Agreement) and delivering to each Non-Lead Securitization Note Holder a Rating Agency Confirmation with respect to any
rated securities issued in a Non-Lead Securitization, in each case 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 other
parties hereto of its termination of the then currently serving Special Servicer and its appointment of a replacement Special Servicer
in accordance with this Section 7. If the Controlling Note Holder has not appointed a Special Servicer with respect to the
Mortgage Loan as of the consummation of the securitization under the Lead Securitization Servicing Agreement, then the initial
Special Servicer designated in the Lead Securitization Servicing Agreement shall serve as the initial Special Servicer but this
shall not limit the right of the Controlling Note Holder (or its Controlling Note Holder Representative) to designate a replacement
Special Servicer for the Mortgage Loan as aforesaid. If a Servicer Termination Event on the part of the Special Servicer has occurred
that affects 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 (or at any time that the Mortgage Loan is no longer subject
to the provisions of the Lead Securitization Servicing Agreement, the successor servicing agreement pursuant to which the Mortgage
Loan is being serviced) solely with respect to the Mortgage Loan pursuant to and in accordance with the terms of the 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, the successor servicing agreement pursuant to which the Mortgage Loan is being serviced). The Controlling Note Holder
and the Non-Controlling Note Holders acknowledge and agree that any successor special servicer appointed to replace the Special
Servicer with respect to the Mortgage Loan that was terminated for cause at a Non-Controlling Note Holder’s direction cannot
at any time be the person (or an Affiliate thereof) that was so terminated without the prior


 






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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 into the Serviced Whole Loan Custodial Account pursuant to and in accordance with the Lead Securitization Servicing Agreement.
The Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such amounts to the applicable
account within two (2) Business Days after receipt of properly identified funds by the Lead Securitization Note Holder (or the
Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower. The Lead Securitization Servicing Agreement
shall provide that all amounts on deposit in the Serviced Whole Loan Custodial Account on a Remittance Date allocable under this
Agreement to a Non-Lead Securitization Note Holder shall be deposited or credited on the Remittance Date for such Non-Lead Securitization
by wire transfer of immediately available funds to an account specified by such Non-Lead Securitization Note Holder.


 


(b)           If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that any amount
received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or
similar law, be returned to the Mortgage Loan Borrower or paid to 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 the 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.


 






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


 


Section 9.         Limitation on Liability of the Note Holders. 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 the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization
Note Holder to exercise such rights other than as described above; provided, however, that the Servicer must act
in accordance with the Servicing Standard and the express terms of this Agreement and the Lead Securitization Servicing Agreement.


 


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 the Non-Lead Securitization Note Holders, can make any election, give any consent, commence any action or
file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan
Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization
Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest,
and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization
Note Holders in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency
Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make
any election under Section 1111(b) of the Bankruptcy


 






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Code
with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage
Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, each Non-Lead Securitization
Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances
and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing
appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must
be in accordance with the Servicing Standard.


 


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


 


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


 


Section 13.       Other Business Activities of the Note Holders. Each Note Holder acknowledges that the other Note Holder or its Affiliates
may make loans or otherwise extend credit to, and generally engage in any kind of business with, the Mortgage Loan Borrower or
any Affiliate thereof, any entity that is a holder of debt secured by direct or indirect ownership interests in the Mortgage Loan
Borrower or any entity that is a holder of a preferred equity


 






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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 with the consents 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, each 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 obtain the written consent of each non-transferring Note Holder or, if such non-transferring Note Holder’s Note
is held in a Securitization Trust, obtain a Rating Agency Confirmation from each of the applicable engaged Rating Agencies for
such Securitization Trust. Notwithstanding the foregoing, without each non-transferring Note Holder’s prior written consent
(which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization
Trust, without a Rating Agency Confirmation from each of the applicable engaged Rating Agencies for such Securitization, no Note
Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower
or a Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in
the purported transferee. The transferring Note Holder agrees that it shall pay the expenses of each non-transferring Note Holder
(including all expenses of the Master Servicer, the Special Servicer and the Trustee) and all expenses relating to obtaining Rating
Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right,
without receipt of Rating Agency Confirmation and without the need to obtain the consent of the other Note Holders or any other
Person, 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 Mortgage 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


 






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and
obligations under this Agreement and the Lead Securitization Servicing Agreement, and all amounts payable hereunder shall be determined
as if such Note Holder had not sold such participation interest.


 


(c)           Notwithstanding any other provision hereof, any Note Holder may pledge (a “Pledge”) its Note to any
entity (other than the Mortgage Loan Borrower or any Affiliate thereof) which has extended a credit facility to such Note Holder
and that is either a Qualified Institutional Lender or a financial institution whose long-term unsecured debt is rated at least
“A” (or the equivalent) or better by each Rating Agency (or, if not rated by an applicable Rating Agency, an equivalent
(or higher) rating from any two of Fitch, Moody’s and S&P) (a “Note Pledgee”), on terms and conditions
set forth in this Section 14(c), it being further agreed that a financing provided by a Note Pledgee to a Note Holder
or any person which Controls such Note that is secured by its Note and is structured as a repurchase arrangement, shall qualify
as a “Pledge” hereunder, provided that a Note Pledgee which is not a Qualified Institutional Lender, may not
take title to the pledged Note without a Rating Agency Confirmation. Upon written notice by the applicable Note Holder to 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 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. Note Pledgee shall be permitted to
exercise fully its rights and remedies against the pledging Note Holder to such Note Pledgee (and accept an assignment in lieu
of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Note Holders and
any Servicer shall recognize such Note Pledgee (and any transferee other than the Mortgage Loan Borrower or any Affiliate thereof


 






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


 


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


 


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


 


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


 


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


 


(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.


 






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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, 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


 






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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 (subject to the provisions of each Securitization Servicing Agreement addressing non-responsive Rating Agencies);
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 make other provisions with respect to matters or questions arising under this
Agreement, which shall not be inconsistent with the provisions of this Agreement or (iii) if and to the extent the it would be
deemed given or not required pursuant to the definition of Rating Agency Confirmation in the Lead Securitization Servicing Agreement
and/or any Non-Lead Securitization Servicing Agreement, as applicable.


 


Section 19.       Statement of Intent. The Agent and each Noteholder intend that the Notes be classified and maintained as a grantor
trust under subpart E, part I of subchapter J of chapter 1 of the Code that is a fixed investment trust within the meaning of Treasury
Regulation §301.7701-4(c), and the parties will not take any action inconsistent with such classification. It is neither the
purpose nor the intent of this Agreement to create a partnership, joint venture, “taxable mortgage pool” or association
taxable as a corporation among the parties.


 


Section 20.       Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective successors and assigns. Except as provided herein, including without limitation, with respect
to the Trustee, Certificate Administrator, Master Servicer and Special Servicer and any Non-Lead Master Servicer, Non-Lead Special
Servicer or Non-Lead Trustee, none of the provisions of this Agreement shall be for the benefit of or enforceable by any Person
not a party hereto. Subject to Section 14 and Section 15, each Note Holder may assign or delegate its rights
or obligations under this Agreement. Upon any such assignment, the assignee shall be entitled to all rights and benefits of the
applicable Note Holder hereunder.


 






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Section 21.       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 22.       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 23.       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 24.       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
25.    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.


 


(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 to 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


 






    	39



    	 



    

 


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 and upon written request, 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), Form
W-8BEN or Form W-8BEN-E, or successor forms, as may be required from time to time, duly executed by such Note Holder, as evidence
of such Note Holder’s exemption from the withholding of United States tax with respect thereto. The Lead Securitization
Note Holder shall not be obligated to make any payment hereunder with respect to a Non-Lead Securitization Note or otherwise until
the related Non-Lead Securitization Note Holder shall have furnished to the Lead Securitization Note Holder the above required
forms, certificates, statements or documents.


 


Section 26.       Custody of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than the Non-Lead
Securitization Notes) (a) prior to the Lead Securitization will be held by the Initial Agent and (b) after the Lead Securitization,
will be held by the Lead Securitization Note Holder (in the name of the Trustee and held by a duly appointed custodian therefor
in accordance with the Lead Securitization Servicing Agreement), in each case, on behalf of the registered holders of the Notes.


 


Section 27.        Cooperation in Securitization.


 


(a)           Each Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization.
In connection with a Securitization and subject to the terms of the preceding sentence, at the request of the related Securitizing
Note


 






    	40



    	 



    

 


Holder,
each related Non-Securitizing Note Holder shall use reasonable efforts, at such Securitizing Note Holder’s expense, to satisfy,
and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards
to which such Securitizing Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating
Agencies or applicable law 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
required by applicable law or reasonably requested by the Rating Agencies or prospective investors to effect such Securitization;
provided, however, 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 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.


 


(b)           The holder of any Note that will, upon Securitization, be the Lead Securitization Note shall give each of the other Note
Holders and parties to any Non-Lead Securitization Servicing Agreement (that are not also parties to the proposed Lead Securitization
Servicing Agreement) notice of the Securitization of the Lead Securitization Note in writing (which may be by e-mail) not less
than 5 business days prior to the applicable pricing date for the Securitization of such Note. Such notice shall contain contact
information for each of the parties to the proposed Lead Securitization Servicing Agreement. In addition, notwithstanding anything
to the contrary herein, the holder of the Note that will, upon Securitization, be the Lead Securitization Note shall send each
distributed draft of the proposed Lead Securitization Servicing Agreement to each of the other Note Holders and parties to any
Non-Lead Securitization Servicing Agreement (that are not also parties to the proposed Lead


 






    	41



    	 



    

 


 Securitization Servicing Agreement)
and shall send copies of the offering documents (prior to printing or filing thereof) related to the Securitization of such Note
to each of the other Note Holders and the Non-Lead Securitization Note Holders shall have a reasonable opportunity to comment
thereon.


 


Section 28.       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 29.        Broker. Each Note Holder represents to each other that no broker was responsible for bringing about this transaction.


 


Section 30.        Certain Matters Affecting the Agent.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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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. CFI, 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 CFI 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 CFI or an Affiliate of CFI (an “Original
Entity”) is the owner of a 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 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.


 


[SIGNATURE PAGE FOLLOWS]


 






    	43



    	 



    

 


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





	 	 	 
	 	COLUMN FINANCIAL, INC., as Initial Note Group A-1-A Holder, Initial Note Group A-1-B Holder, Initial Note Group A-2 Holder and Initial Note Group A-3 Holder


	 	 
	 	By:	/s/ Charles Y. Lee
	 	 	Name:  Charles Y. Lee
	 	 	Title: Vice President







 


CCSAIL
2015-C3 – STARWOOD EXTENDED STAY PORTFOLIO CO-LENDER AGREEMENT


 






    	 



    	 



    




 


EXHIBIT A



MORTGAGE LOAN SCHEDULE



 


Description of Mortgage Loan


 


	Mortgage Loan Borrower:	
        SCG LH Anderson, L.P. 

        SCG LH Auburn, L.P. 

        SCG LH Austin, L.P. 

        SCG LH Baton Rouge, L.P. 

        SCG LH Birmingham, L.P. 

        SCG LH Bowling Green, L.P. 

        SCG LH Charlotte Matthews, L.P. 

        SCG LH Chesapeake, L.P. 

        SCG LH Clarksville, L.P. 

        SCG LH Colorado Springs, L.P. 

        SCG LH Columbus, L.P. 

        SCG LH Corpus Christi, L.P. 

        SCG LH Cumming, L.P. 

        SCG LH Dallas Garland, L.P. 

        SCG LH Decatur, L.P. 

        SCG LH Denver, L.P. 

        SCG LH Denver Aurora, L.P. 

        SCG LH DFW Airport Lewisville, L.P. 

        SCG LH Disney Orlando, L.P. 

        SCG LH Fort Meyers, L.P. 

        SCG LH Greensboro Airport, L.P. 

        SCG LH Greensboro, L.P. 

        SCG LH Greenville, L.P. 

        SCG LH Gulfport Airport, L.P. 

        SCG LH Gwinnett, L.P. 

        SCG LH Hattiesburg, L.P. 

        SCG LH High Point, L.P. 

        SCG LH Houston 290 Galleria, L.P. 

        SCG LH Houston Hobby Airport, L.P. 

        SCG LH Houston IAH Airport, L.P. 

        SCG LH Houston Westchase, L.P. 

        SCG LH Jacksonville, L.P. 

        SCG LH Kannapolis, L.P. 

        SCG LH Kennesaw, L.P. 

        SCG LH Marietta East Lake, L.P. 

        SCG LH Marietta Town Center Mall, L.P. 

        SCG LH Murfreesboro, L.P. 

        SCG LH Nashville Madison, L.P.  

        




 






    	Exhibit A-1



    	 



    

 





		
        SCG LH New Orleans Harvey, L.P. 

        SCG LH New Orleans West Metairie, L.P. 

        SCG LH Newport News, L.P. 

        SCG LH Orlando UCF, L.P. 

        SCG LH Plano, L.P. 

        SCG LH Prattsville, L.P. 

        SCG LH Raleigh, L.P.

SCG LH Smyrna, L.P. 

        SCG LH Snellville, L.P. 

        SCG LH Stockbridge, L.P. 

        SCG LH Sugarland Stafford, L.P. 

        SCG LH Suwanee, L.P. 

        SCG LH Tuscaloosa, L.P. 

	Date of Mortgage Loan:	June 11, 2015
	Date of Notes:	With respect to Note A-1-A and Note A-1-B, July 14, 2015; with respect to Note A-2 and Note A-3, June 11, 2015
	Original Principal Amount of Mortgage Loan:	$200,000,000
	Principal Amount of Mortgage Loan as of the date hereof:	$200,000,000
	Initial Note A-1-A Principal Balance:	$105,000,000
	Initial Note A-1-B Principal Balance:	$20,000,000
	Initial Note A-2 Principal Balance:	$40,000,000
	Initial Note A-3 Principal Balance:	$35,000,000
	Location of Mortgaged Property:	50 properties in Alabama, Colorado, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina, Tennessee, Texas and Virginia
	Initial Maturity Date:	July 6, 2020


 






    	Exhibit A-2



    	 



    




 


EXHIBIT B


 


1.Initial Note A-1-A Holder, Initial A-1-B Holder,
Initial Note A-2 Holder and Initial A-3 Holder: 


Column Financial, Inc.

11 Madison Avenue, 4th Floor

New York, New York 10010

Attention: N. Dante LaRocca



with a copy to:



Column Financial, Inc.

One Madison Avenue, 9th Floor

New York, New York 10010

Attention: Sarah Nelson








    	Exhibit B-1



    	 



    




 


EXHIBIT C



PERMITTED FUND MANAGERS


  


		1.	Apollo Global Real Estate



		2.	Archon Capital, L.P.



		3.	AREA Property Partners



		4.	BlackRock, Inc.



		5.	The Blackstone Group International Ltd.



		6.	Clarion Partners



		7.	Colony Capital, Inc.



		8.	DLJ Real Estate Capital Partners



		9.	Eightfold Real Estate Capital, L.P.



		10.	Fortress Investment Group LLC



		11.	Garrison Investment Group



		12.	Goldman, Sachs & Co.



		13.	iStar Financial Inc.



		14.	J.E. Roberts Companies



		15.	Lend-Lease Real Estate Investments



		16.	LoanCore Capital



		17.	Lonestar Funds



		18.	Praedium Group



		19.	Raith Capital Partners, LLC



		20.	Rialto Capital Management, LLC



		21.	Rockpoint Group



		22.	Starwood Capital/Starwood Financial Trust



		23.	Torchlight Investors



		24.	Walton Street Capital, LLC



		25.	Westbrook Partners



		26.	WestRiver Capital



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



 






    	Exhibit C-1



    	 



    

 


SCHEDULE I


 


The Lead Securitization
Servicing Agreement shall provide that:


 


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


 


(ii)          
if the Master Servicer determines that a proposed P&I Advance with respect to the Lead Securitization Note or Servicing
Advance with respect to the Mortgage Loan, if made, or any outstanding P&I Advance or Servicing Advance previously made, would
be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer shall provide each Non-Lead Master Servicer written notice
of such determination within two Business Days of making such determination;


 


(iii)         
the Master Servicer shall remit all payments received with respect to the Non-Lead Securitization Notes, net of the Servicing
Fee payable with respect to each such Non-Lead Securitization Note, and any other applicable fees and reimbursements payable to
the Master Servicer, the Special Servicer and the Trustee to the other Holders on the Remittance Date;


 


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


 


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


 


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


 






    	Schedule I-1



    	 



    

 


(vii)        
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 and act in the best interests and for
the benefit of the Note Holders together with the certificateholders of the Lead Securitization, as a collective whole as if such
Note Holders and certificateholders constituted a single lender;


 


(viii)       
with respect to any Non-Lead Securitization that is subject to following reporting requirements under the Securities Act
of 1933, as amended, the Securities Exchange Act of 1934 (including Rule 15Ga-1), as amended, and Regulation AB, (a) the Master
Servicer, any primary servicer, the Special Servicer, the Trustee and the certificate administrator or other party acting as custodian
for the Lead Securitization shall be required to deliver (and shall be required to cause each other servicer and servicing function
participant (within the meaning of Items 1123 and 1122, respectively, of Regulation AB) retained or engaged by it to deliver;
provided that such party shall only be required to use commercially reasonable efforts to cause an Initial Sub-Servicer to deliver),
in a timely manner (i) the reports, certifications, compliance statements, accountants’ assessments and attestations, information
to be included in reports (including, without limitation, Form ABS-15G, Form 10-K, Form 10-D and Form 8-K), and (ii) upon request,
any other materials specified in each of the Non-Lead Securitization Servicing Agreements, in the case of clauses (i) and
(ii), as the Non-Lead Depositor or the Non-Lead Trustee to the applicable Securitization reasonably believes, in good faith,
are required in order for the Non-Lead Depositor or the Non-Lead Trustee to comply with their obligations under the Securities
Act of 1933, the Securities Exchange Act of 1934 (including Rule 15Ga-1, as amended) and Regulation AB, and (b) without limiting
the generality of the foregoing (x) the Trustee or Certificate Administrator, as applicable, shall, upon reasonable prior written
request, provide or cause to be provided with notice in a timely manner to each Non-Lead Depositor and Non-Lead Trustee for any
Non-Lead Securitization a copy of the Lead Securitization Servicing Agreement and (y) the Master Servicer and Special Servicer
shall, upon reasonable prior written request, and subject to the right of the Master Servicer or the Special Servicer, as the
case may be, to review and approve such disclosure materials, permit a holder of a related Non-Lead Securitization Note to use
such party’s description contained in the Lead Securitization prospectus (updated as appropriate by the Master Servicer
or Special Servicer, as applicable, at the cost of the Non-Lead Depositor) for inclusion in the disclosure materials relating
to any securitization of a Non-Lead Securitization Note and (z) the Master Servicer and Special Servicer, upon reasonable written
request, shall provide indemnification agreements, opinions and Regulation AB compliance letters as were or are being delivered
with respect to the Lead Securitization (in each case, at the cost of the Mortgage Loan Seller). The Master Servicer and the Special
Servicer shall each be required to provide certification and indemnification to any Certifying Person with respect to any applicable
Sarbanes-Oxley Certification (or analogous terms);


 


(ix)         
the Non-Lead Depositor and each Certification Party shall be entitled to indemnification from and against any claims, losses,
damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and


 






    	Schedule I-2



    	 



    

 


expenses,
including any reasonable out-of-pocket legal or other expenses incurred in connection with investigating or defending any such
action or claim, arising out of (i) an actual breach by the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee, as the case may be, of its obligations under Article X of the Lead Securitization Servicing Agreement, (ii) negligence,
bad faith or willful misconduct on the part of the Master Servicer, the Special Servicer, the Certificate Administrator or the
Trustee, as applicable, in the performance of such obligations under the Lead Securitization Servicing Agreement, or (iii) delivery
of any Deficient Exchange Act Deliverable regarding, and delivered by or on behalf of, the Master Servicer, Special Servicer,
Certificate Administrator or Trustee, as the case may be;


 


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


 


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


 


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


 


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


 


(xiv)       
Servicer Termination Events (or analogous term) with respect to the Master Servicer and the Special Servicer shall include
(i) the failure to timely remit payments to the Non-Lead Securitization Note Holders, which failure continues unremedied for one
business day following the date on which such payment was to be made; and (ii) the failure to provide to the Non-Lead Securitization
Note Holders (if and to the extent required under the applicable Non-Lead Securitization) reports required under the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder, in a timely fashion. Upon the occurrence of such a
Servicer Termination Event affecting


 






    	Schedule I-3



    	 



    

 


a
Non-Lead Securitization Note Holder, the Trustee shall, upon the direction of the related Non-Lead Securitization Note Holder,
require the appointment of a subservicer with respect to the related Non-Lead Securitization Note;


 


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


 


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


 



    	Schedule I-4