Exhibit 4.9


 





AGREEMENT BETWEEN
NOTEHOLDERS


 


This AGREEMENT BETWEEN
NOTEHOLDERS (“Agreement”), dated as of May 9,
2016, by (i) MC-FIVE MILE SPE B LLC, a Delaware limited liability company in its capacity as owner of Note A-1 (together
with its successors and assigns in interest, in its capacity as owner of Note A-1, the “Initial Note A-1 Holder”),
(ii) MC-FIVE MILE SPE B LLC, a Delaware limited liability company in its capacity as the initial agent (together with its
successors and assigns in interest, the “Initial Agent”), and (iii) MC-FIVE MILE SPE B LLC, a Delaware
limited liability company, in its capacity as owner of Note A-2 (together with its successors and assigns in interest, in its capacity
as owner of Note A-2, the “Initial Note A-2 Holder”, and together with the Initial Note A-1 Holder, the “Initial
Note Holders”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Loan Agreement (as defined herein), MC-FIVE MILE COMMERCIAL MORTGAGE FINANCE LLC (“Original Lender”)
originated a certain loan (the “Mortgage Loan”) described on the schedule attached hereto as Exhibit A
(the “Mortgage Loan Schedule”) to THE REAL MCKEEVER LLC, a Delaware limited liability company (the “Borrower”),
which was evidenced, inter alia, by that certain Consolidated, Amended and Restated Promissory Note, dated January 8, 2016, in
the original principal amount of $41,400,000.00 made by Borrower to Original Lender (as the same may be amended, modified or supplemented
from time to time, the “Original Note”) secured by that certain Consolidated, Amended and Restated Mortgage,
Assignment of Leases and Rents, Security Agreement and Fixture Filing made by Borrower to Original Lender, dated as of January
8, 2016 (as the same may be amended, modified or supplemented from time to time, the “Security Instrument”),
encumbering that certain real property located as described in the Loan Agreement (the “Mortgaged Property”);


 


WHEREAS, pursuant to
that certain Note Splitter Agreement, dated as of January 8, 2016, by and between Borrower, Original Lender, and FIVE MILE CAPITAL
PARTNERS LLC, a Delaware limited liability company (“FMC”), the Original Note was partitioned into the following:
(i) that certain Promissory Note A-1, dated January 8, 2016, in the original principal amount of $37,000,000.00 made by Borrower
to Original Lender (“Original Note A-1”) and (ii) that certain Promissory Note A-2, dated January 8, 2016, in
the original principal amount of $4,400,000.00 made by Borrower to FMC (“Original Note A-2”). Simultaneously
therewith, Original Lender and FMC entered into that certain Agreement Between Noteholders dated January 8, 2016 (the “Original
Noteholder Agreement”);


 


WHEREAS, Original Note
A-1 and Original Note A-2 were each assigned and such notes were subsequently consolidated by that certain Consolidated, Amended
and Restated Promissory Note dated May 9, 2016 (the “Consolidated Note”), made by Borrower to the order of
MC-FIVE MILE SPE B LLC, a Delaware limited liability company. MC-FIVE MILE SPE B LLC, a Delaware limited liability
company and FMC executed that certain Termination of Agreement Between Noteholders dated

May 9, 2016 terminating the Original Noteholder Agreement;


 


WHEREAS, pursuant to
that certain Note Splitter Agreement, dated on this same date, the Consolidated Note was partitioned into the following: (i) that
certain Promissory Note A-1, in the original principal amount of $25,000,000.00 made by Borrower to MC-FIVE MILE SPE B LLC,
a Delaware limited liability company in its capacity as Initial Note A-1 Holder (“Note A-1”) and (ii) that certain
Promissory Note A-2, in the original principal amount of $16,400,000.00 made by Borrower to MC-FIVE MILE SPE B LLC, a Delaware
limited liability company, in its capacity as Initial Note A-2 Holder (“Note A-2”); and


 






     


     

    




 


WHEREAS, Initial Note
A-1 Holder and Initial Note A-2 Holder desire to enter into this Agreement to memorialize the terms under which Initial Note A-1
Holder and Initial Note A-2 Holder are holding Note A-1 and Note A-2, respectively, in the Mortgage Loan.


 


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 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.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Controlling
Note Holder” shall mean the Note A-1 Holder; provided that at any time Note A-1 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 (or the class
of securities issued under the Note A-1 PSA designated as the “controlling class” or such other class(es) otherwise
assigned the rights to exercise the rights of the “Controlling Note Holder”) is held by the Borrower or an Affiliate
of the Borrower, the Note A-1 Holder (or the class of securities issued under the Note A-1 PSA designated as the “controlling
class” or such other class(es) otherwise assigned the rights to exercise the rights of the Controlling Note Holder) shall
not be entitled to exercise any rights of the Controlling Note Holder.


 


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


 


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


 


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


 


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


 


“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.


 






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


 


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


 


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


 


“Insolvency
Proceeding” shall mean any proceeding under Title 11 of the United States Code (11 U.S.C. Sec. 101 et
seq.) or any other insolvency, liquidation, reorganization or other similar proceeding concerning the Borrower, any
action for the dissolution of the Borrower, any proceeding (judicial or otherwise) concerning the application of the assets of
the 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 Borrower or any other action concerning the adjustment
of the debts of the Borrower, the cessation of business by the Borrower, except following a sale, transfer or other disposition
of all or substantially all of the assets of the Borrower in a transaction permitted under the Loan Documents; provided,
however, that following any such permitted transaction affecting
the title to the Mortgaged Property, the 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 Loan Documents; provided,
further, however,
that for the purposes of this definition, in the event that more than one entity comprises the Borrower, the term “Borrower”
shall refer to any such entity.


 


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


 


“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.


 


“ISA”
means that certain Servicing Agreement, dated as of October 24, 2012, by and between MC-FIVE MILE COMMERCIAL MORTGAGE FINANCE LLC,
as owner, and Wells Fargo Bank, National Association, as servicer.


 


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


 


“Lead Securitization”
shall mean the Note A-1 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 (a) prior to the Securitization Date, the ISA, and (b) from and after the Securitization
Date, the Note A-1 PSA.


 


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


 






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


 


“Loan
Agreement” shall mean that certain Loan Agreement, dated as of January 8, 2016, between Borrower and Original
Lender, as the same may be further amended, restated, supplemented or otherwise modified from time to time, subject to the terms
hereof.


 


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


 


“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 Monthly Payment Date (as defined in the Loan Agreement).


 


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


 


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


 


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


 


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


 


“Non-Controlling
Note” means Note A-2, 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 is held by the Borrower or
an Affiliate of the Borrower, neither the Note A-1 Holder nor any other individual or entity shall be entitled to exercise any
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


 






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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-2 Holder is the Non-Controlling Note Holder with respect to Note A-2.


 


“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.


 


“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 Borrower
or an Affiliate of the 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.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Note
A-2 Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial
Note A-2 Principal Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon (or 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
Securitization” shall mean the first sale by the Note A-2 Holder of all or a portion of Note A-2 to a depositor who will
in turn include such portion of Note A-2 as part of the securitization of one or more mortgage loans.


 


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


 


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


 


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


 


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


 


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


 






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


 


“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).


 


“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


 






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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 are initially rated at least investment grade by each
of the Rating Agencies that assigned a rating to one or more classes of securities issued by such Securitization Vehicle; (2) in
the case of a Securitization Vehicle that is not a 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.


 






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


 


“Remittance
Date” shall mean the date that is the earliest of (A) three (3) Business Days prior to the related distribution date
in each calendar month for the Non-Lead Securitization or (B) one (1) Business Day following the related Determination Date in
each calendar month or (C) the fifteenth (15th) day of each calendar month (or, if the fifteenth (15th) calendar day of that month
is not a Business Day, then the Business Day immediately succeeding such fifteenth (15th) calendar day); provided, however,
that such


 






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Remittance Date shall not be earlier than two (2) Business Days following the date the Master Servicer receives 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 at
least “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.


 


“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.


 


“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.”


 


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


 


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


 






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“Serviced
Whole Loan Custodial Account” shall mean the account or subaccount (or collectively the accounts or subaccounts) established
and maintained under the Lead Securitization Servicing Agreement in which payments and other collections of principal, interest
and certain other amounts with respect to the Mortgage Loan are to be retained pending remittance to the Note Holders.


 


“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 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, (i) from and after the date hereof and prior
to the Securitization Date, the Mortgage Loan shall be serviced pursuant to the ISA and (ii) from and after the Securitization
Date, the Mortgage Loan shall be serviced pursuant to the Note A-1 PSA; provided
that the Master Servicer shall not be obligated to advance monthly payments of principal or interest in respect of any Note other
than the Lead Securitization Note if such principal or interest is not paid by the 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 Leasehold Mortgage thereon, subject to the terms of the


 






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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 the 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 of the Lead Securitization
Trust on deposit in the Certificate Account for the Lead Securitization Trust and the Lead Securitization Trust is entitled under
the 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 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


 






    13 


     

    

 


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 Certificate 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 Certificate 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. The Master Servicer, the Special
Servicer and the 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. Notwithstanding the foregoing, to the extent the Master Servicer,
the Special Servicer or the Trustee, as applicable, obtains funds from general collections of the Lead Securitization as a reimbursement
for a Nonrecoverable 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


 






    14 


     

    

 


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).


 


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 promptly upon 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 Certificate 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
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:


 


(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)


 






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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 (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 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


 






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(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, the related certificate administrator and the related Non-Lead
Securitization Subordinate Class Representative (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.


 


(e)            Notwithstanding
anything to the contrary set forth in this Agreement, prior to the Securitization Date, the ISA will govern the terms of the servicing
and administration of the Mortgage Loan.


 


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 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 Borrower in accordance with the terms of the Loan
Documents), but excluding (x) all amounts for required reserves or escrows required by the Loan Documents (to the extent, in
accordance with the terms of the Loan Documents) to be held as reserves or escrows or received as reimbursements on account
of recoveries in respect of property protection expenses or Servicing Advances then due and payable or reimbursable to the
Trustee or any Servicer under the Lead Securitization Servicing Agreement 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


 






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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, (i) in the case of the remaining amount of Penalty Charges allocable to
the Lead Securitization Note, be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as
provided in the Lead Securitization Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable
to a Non-Lead Securitization Note, be paid, (x) prior to the securitization of such Note, to the related Non-Lead Securitization
Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional
servicing compensation as provided in the Lead Securitization Servicing Agreement.


 


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


 


Section 5.         Administration
of the Mortgage Loan.


 


(a)            Subject
to this Agreement (including but not limited to Section 5(c)) and the Lead Securitization Servicing Agreement and subject
to the rights and consents, where required, of the Controlling Note Holder Representative, the Lead Securitization Note Holder
(or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) shall have
the sole and exclusive authority with respect to the administration of, and exercise of rights and remedies with respect to, the
Mortgage Loan, including, without limitation, the sole authority to modify or waive any of the terms of the Loan Documents or consent
to any action or failure to act by the Borrower or any other party to the 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)


 






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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 Borrower, including, without limitation, filing or causing the Lead Securitization Note Holder to file
any bankruptcy petition against the 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 and be accompanied by a refundable deposit of cash in an amount equal
to 5% of the offer amount (subject to a cap of $2,500,000). 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 related Non-Controlling Note is held by the Borrower or an
Affiliate of the 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 Borrower or an agent or Affiliate of the Borrower.


 


The 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


 






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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 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 Holder with respect to the Lead
Securitization Note or material document defect with respect to the documents delivered by the Initial Note A-1 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 Holder
or any document delivery obligation imposed on the Initial Note A-1 Holder under any mortgage loan purchase and sale agreement,
instrument of transfer or other document or instrument that may be executed or delivered by the Initial Note A-1 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 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


 






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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 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 Leasehold 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
Borrower, or exercise or refrain from exercising any powers or rights which the Note Holders may have under the Loan Documents,
if any such action would constitute a “significant modification” of the Mortgage Loan, within the meaning of Section
1.860G-2(b) of the regulations of the United States Department of the Treasury, more than three (3) months after the startup day
of the REMIC which includes any of the Notes (or any portion thereof). Each Note Holder agrees that the provisions of this paragraph


 






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


 


Section 6.         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
Borrower, its principal or any Affiliate of the 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 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


 






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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 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


 






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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 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, 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


 






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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 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 Certificate 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 one Business
Day after such payment was received by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or
on behalf of the 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 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 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


 






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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.


 


(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 Borrower or seek to appoint a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Borrower or all or any
part of its property or assets or ordering the winding-up or liquidation of the affairs of the 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 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 Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the
right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the
Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with
respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder,
each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all
and every such further deeds,


 






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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 Borrower or any Affiliate thereof, any entity that is a holder of debt secured by direct or
indirect ownership interests in the Borrower or any entity that is a holder of a preferred equity interest in the Borrower
(each, a “Borrower Related Party”), and
receive payments on such other loans or extensions of credit to 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


 






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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 Borrower or a 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 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 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,


 






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


 


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


 


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


 


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


 


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


 


(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


 






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any greater right to acquire the interests in the Note pledged by such Note Holder, by foreclosure
or otherwise, than would any other purchaser that is not a Qualified Institutional Lender at a foreclosure sale conducted by a
Note Pledgee.


 


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


 


In connection with
any Transfer of a Note (but excluding any Note 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;


 






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


 


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


 


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


 


Section
18.        Modifications. This Agreement shall not be modified, cancelled or
terminated except by an instrument in writing signed by each Note Holder. Additionally, for as long as any Note is contained
in a Securitization Trust, the Note Holders shall not amend or modify this Agreement without first obtaining a Rating Agency
Confirmation from each Rating Agency then rating any securities of any Securitization (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 Initial Note Holder 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.


 


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.


 






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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 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 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 Borrower) that it
is not a Non-Exempt Person and that neither the Lead Securitization Note Holder nor the 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


 






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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 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 Loan Documents. The originals of all of the 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 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 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 Loan Documents and to cooperate with such Securitizing Note Holder in attempting to cause the Borrower
to execute such modifications to the 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 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


 






    33 


     

    

 


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 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;


 






    34 


     

    

 


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


 


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


 


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


 


Section
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. 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 Initial Agent 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 Initial Note A-2 Holder or an Affiliate thereof (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 Loan Documents, to cause the
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 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]


 






    35 


     

    

 


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.


	 	 	 	 
	 	INITIAL NOTE A-1 HOLDER	 
	 	 	 
	 	MC-FIVE MILE SPE B LLC, a Delaware limited liability company
	 	 	 	 
	 	By:	/s/ Erin M. O’Callaghan	 
	 	Name: Erin M. O’Callaghan	 
	 	Title:   Authorized Signatory	 






	 	 	 	 
	 	INITIAL NOTE A-2 HOLDER	 
	 	 	 
	 	MC-FIVE MILE SPE B LLC, a Delaware limited liability company
	 	 	 	 
	 	By:	/s/ Erin M. O’Callaghan	 
	 	Name: Erin M. O’Callaghan	 
	 	Title:   Authorized Signatory	 



	 	 	 	 
	 	INITIAL AGENT	 
	 	 	 
	 	MC-FIVE MILE SPE B LLC, a Delaware limited liability company
	 	 	 	 
	 	By:	/s/ Erin
    M. O’Callaghan	 
	 	Name: Erin M. O’Callaghan	 
	 	Title:   Authorized Signatory	 






 






     


     

    




 


EXHIBIT A


 


MORTGAGE LOAN SCHEDULE 


 


Description of Mortgage Loan


 


	Borrower:	THE REAL MCKEEVER LLC, a Delaware limited liability company
	Date of Mortgage Loan: 	January 8, 2016
	Date of Original Note: 	January 8, 2016
	Original Principal Amount of Mortgage Loan:	$41,400,000.00
	Initial Note A-1 Principal Balance:	$25,000,000.00
	Initial Note A-2 Principal Balance:	$16,400,000.00
	Location of Mortgaged Property:	
        300 and 1000 Hylan Drive

        Henrietta, New York 14623

	Initial Maturity Date:	February 6, 2026


 






     Exhibit A


     

    

 


EXHIBIT B


 


              INITIAL
NOTE A-1 HOLDER: 


 


                     MC-Five
Mile Commercial Mortgage Finance LLC 


              Attention:
Mr. Matthew Philip, Managing Director 


              1330
Avenue of the Americas, 6th Floor 


              New
York, New York 10019


 


              INITIAL
NOTE A-2 HOLDER:


 


                      MC-Five
Mile Commercial Mortgage Finance LLC 


              Attention:
Mr. Matthew Philip, Managing Director


              1330
Avenue of the Americas, 6th Floor


              New
York, New York 10019 


 


              INITIAL
AGENT: 


 


                     MC-Five
Mile Commercial Mortgage Finance LLC 


              Attention:
Mr. Matthew Philip, Managing Director 


              1330
Avenue of the Americas, 6th Floor 


              New
York, New York 10019


 






    	Exhibit B



     

    

 


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. Capital Trust, Inc.


7. Clarion Partners


8. Colony Capital, Inc.


9. DLJ Real Estate Capital Partners


10. Eightfold Real Estate Capital, L.P.


11. Fortress Investment Group LLC


12. Garrison Investment Group


13. Goldman, Sachs & Co.


14. iStar Financial Inc.


15. J.E. Roberts Companies 


16. Lend-Lease Real Estate Investments 


17. LoanCore Capital 


18. Lonestar Funds 


19. Praedium Group 


20. Raith Capital Partners, LLC 


21. Rialto Capital Management, LLC 


22. Rockpoint Group 


23. Starwood Capital/Starwood Financial Trust 


24. Torchlight Investors 


25. Walton Street Capital, LLC 


26. Westbrook Partners 


27. WestRiver Capital 


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


29. Raith
Capital Partners, LLC


 






     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 promptly after such determination was made together with such reports that the Master Servicer delivered
to the Special Servicer or Trustee in connection with notification of its determination of nonrecoverability;


 


(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 or prior to the Business Day immediately preceding the Master
Servicer 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;


 


(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)        the
Non-Lead Securitization Note Holders shall be entitled to the same indemnity as the Lead Securitization Note Holder under the Lead
Securitization Servicing Agreement; each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator
and the Senior Trust Advisor shall be required to indemnify each Certification Party, each Non-Lead Depositor and each Non-Lead
Securitization Note Holder and their respective employees, directors and officers for all claims, losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs, judgments and any other costs, fees and expenses arising out of (i) the
failure to deliver the items in clause (ix) below, (ii) negligence, bad faith or willful misconduct on its part in the performance
of such obligations, (iii) any failure by a Servicer to identify a Servicing Function Participant under such Article X of the Lead
Securitization Agreement by the time required after giving effect to any applicable grace period and cure period and/or (iv) delivery
of any Deficient Exchange Act Deliverable regarding, and delivered by or on behalf of, such party;


 


(ix)          with
respect to 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 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, 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


 






     


     

    

 


Non-Lead Depositor).
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);


 


(x)            the
Non-Lead Depositor shall be entitled to indemnification from and against any claims, losses, damages, penalties, fines, forfeitures,
legal fees and expenses and related costs, judgments and other costs and expenses 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 its 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 Non-Lead Depositor, and will be entitled to reimbursement for any reasonable out-of-pocket legal or other
expenses incurred in connection with investigating or defending any such action or claim, as such expenses are incurred;


 


(xi)          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;


 


(xii)         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 Article 11 of the Lead Securitization Servicing Agreement;


 


(xiii)        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;


 


(xiv)         if
any action relating to the servicing and administration of the Mortgage Loan requires delivery of a Rating Agency Confirmation
as a condition precedent to such action, then, except as set forth in the 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;


 


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


 


(xvi)         compensating
interest payments as defined therein with respect to each Note will be allocated by the 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


 


(xvii)        any
conflict between the Lead Securitization Servicing Agreement and this Agreement shall be resolved in favor of this Agreement provided,
that in no event shall any Servicer take any action or omit to take any action in accordance with the terms of this Agreement
that would cause such Servicer to violate the Servicing Standard of the REMIC provisions.