Exhibit 4.10


 


Execution Copy


 





AGREEMENT BETWEEN NOTE HOLDERS




 


Dated as of July 19, 2016



by and between




 


Société
Générale

(Initial Note A-1 Holder)


 


and


 


Société
Générale

(Initial Note A-2 Holder)


 


and


 


Société
Générale

(Initial Note A-3 Holder)


 


HOLIDAY INN EXPRESS NASHVILLE - DOWNTOWN


 






    	 



     


    

 


TABLE OF CONTENTS


 





	 	 	Page
	 	 	 
	Section 1.	Definitions	2
	Section 2.	Servicing of the Mortgage Loan	17
	Section 3.	Priority of Payments	25
	Section 4.	Workout	26
	Section 5.	Administration of the Mortgage Loan	26
	Section 6.	Rights of the Controlling Note Holder	31
	Section 7.	Appointment of Special Servicer	34
	Section 8.	Payment Procedure	34
	Section 9.	Limitation on Liability of the Note Holders	35
	Section 10.	Bankruptcy	36
	Section 11.	Representations of the Note Holders	36
	Section 12.	No Creation of a Partnership or Exclusive Purchase Right	37
	Section 13.	Other Business Activities of the Note Holders	37
	Section 14.	Sale of the Notes	37
	Section 15.	Registration of the Notes and Each Note Holder	40
	Section 16.	Governing Law; Waiver of Jury Trial	41
	Section 17.	Submission To Jurisdiction; Waivers	41
	Section 18.	Modifications	42
	Section 19.	Successors and Assigns; Third Party Beneficiaries	42
	Section 20.	Counterparts	42
	Section 21.	Captions	43
	Section 22.	Severability	43
	Section 23.	Entire Agreement	43
	Section 24.	Withholding Taxes	43
	Section 25.	Custody of Mortgage Loan Documents	44
	Section 26.	Cooperation in Securitization	44
	Section 27.	Notices	45
	Section 28.	Broker	46
	Section 29.	Certain Matters Affecting the Agent	46
	Section 30.	Agency	46
	Section 31.	Resignation of Agent	46
	Section 32.	Resizing	47







 






    	-i- 



     


    

 


THIS AGREEMENT BETWEEN
NOTE HOLDERS (“Agreement”), dated as of July 19, 2016, by and among Société Générale
(“SG” and together with its successors and assigns in interest, in its
capacity as initial owner of the Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the
initial agent, the “Initial Agent”), SG (together with its successors and assigns in interest, in its capacity
as initial owner of the Note A-2, the “Initial Note A-2 Holder”, and SG (together with its successors
and assigns in interest, in its capacity as initial owner of the Note A-3, the “Initial Note A-3 Holder”, and together
with the Initial Note A-1 Holder and the Initial Note A-2 Holder, the “Initial Note Holders”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Mortgage Loan Agreement (as defined herein), SG originated a certain loan (the “Mortgage Loan”) described
on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to the mortgage loan borrower described
on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which was evidenced, inter alia,
by a promissory note, dated as of June 10, 2016, in the original principal amount of $72,500,000 (the “Original Note”)
made by the Mortgage Loan Borrower in favor of SG and secured by a first mortgage (as amended, modified or supplemented, the “Mortgage”)
on certain real property located as described on the Mortgage Loan Schedule and commonly known as “Holiday Inn Express Nashville
Downtown” (the “Mortgaged Property”);


 


WHEREAS, SG and the Mortgage
Loan Borrower have agreed, pursuant to the Note Splitter Agreement, dated as of June 20, 2016, between such parties and the
First Amendment to Loan Agreement, dated as of June 20, 2016, between such parties, to split the Original Note into three promissory
notes and the Mortgage Loan Borrower has executed and delivered to SG (i) one promissory note in the original principal amount
of $28,200,000 (as amended, modified or supplemented, “Note A-1”) made by the Mortgage Loan Borrower in
favor of the Initial Note A-1 Holder, (ii) one promissory note in the original principal amount of $34,300,000 (as amended,
modified or supplemented, “Note A-2”) made by the Mortgage Loan Borrower in favor of the Initial Note A-2 Holder and
(iii) one promissory note in the original principal amount of $10,000,000 (as amended, modified or supplemented, “Note A-3”
and together with Note A-1 and Note A-2, the “Notes”) made by the Mortgage Loan Borrower in favor of the
Initial Note A-2 Holder;


 


WHEREAS, the Initial
Note A-1 Holder intends, but is not bound, to sell, transfer and assign all or a portion of its right, title and interest
in and to Note A-1 to a depositor who will in turn transfer the same to a trust as part of the securitization of one or more
mortgage loans;


 


WHEREAS, the Initial
Note A-2 Holder intends to sell, transfer and assign its right, title and interest in and to Note A-2 to SG Commercial
Mortgage Securities, LLC (“SGCMS”), as depositor, pursuant to a Mortgage Loan Purchase Agreement to be dated as of
July 1, 2016, by and between SGCMS, as purchaser, and Initial Note A-2 Holder, as seller, and SGCMS intends to transfer
its right, title and interest in and to Note A-2 to Wilmington Trust, National Association, as trustee for SG Commercial Mortgage
Securities Trust 2016-C5 under a pooling and servicing agreement, dated as of July 1, 2016 (the “Note A-2 PSA”),
among SGCMS, as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto


 






    	 



     


    

 


Capital
Advisors, LLC, as special servicer, Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association,
as certificate administrator, and Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer;


 


WHEREAS, the Initial
Note A-3 Holder intends, but is not bound, to sell, transfer and assign all or a portion of its right, title and interest in and
to Note A-3 to a depositor who will in turn transfer the same to a trust as part of the securitization of one or more mortgage
loans; and


 


WHEREAS, the Initial
Note A-1 Holder, the Initial Note A-2 Holder and the Initial Note A-3 Holder desire to enter into this Agreement to memorialize
the terms under which they, and their successors and assigns, shall hold Note A-1, Note A-2, and Note A-3 respectively;


 


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


 


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


 


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


 


“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 at the date of this Agreement is located at Société Générale,
245 Park Avenue, New York, New York 10167, Attention: Jim Barnard, Facsimile number: (212)
278-2074, Email address: Jim.Barnard@sgcib.com, and which is the address to which notices to and correspondence with the Agent
should be directed. The Agent may change the address of its designated office by notice to the Note Holders.


 


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


 


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


 






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


 


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


 


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


 


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


 


“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.


 


“Controlling
Note Holder” shall mean the Note A-1 Holder; provided that at any time Note A-1 is included in a Securitization,
references to the “Controlling Note Holder” herein shall mean the holders of the majority of the class of securities
issued in such Securitization designated as the “controlling class” or such other class(es) otherwise assigned the
rights to exercise the rights of the “Controlling Note Holder” hereunder, as and to the extent provided in the related
Securitization Servicing Agreement.


 


“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 (i) with respect to the Note A-1 Securitization, the depositor under the Note A-1 PSA, (ii) with respect to the
Note A-2 Securitization, SG Commercial Mortgage Securities, LLC and (iii) with respect to the Note A-3 Securitization,
the depositor under the Note A-3 PSA.


 






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“Directing Certificateholder”
shall have the meaning assigned to such term in the related Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Interested
Person” shall mean the Depositor, any Non-Lead Depositor, the Master Servicer, any Non-Lead Master Servicer, the Special
Servicer, any Non-Lead Special Servicer, the Trustee, any Non-Lead Trustee, any Mortgage Loan Borrower, any manager of any Mortgaged
Property, any independent contractor engaged by any of the foregoing parties, the


 






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Controlling
Note Holder, the Controlling Note Holder Representative, any Non-Controlling Note Holder, any Non-Controlling Note Holder Representative,
any holder of a related mezzanine loan, or any known Affiliate of any such party described above.


 


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


 


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


 


“Lead Asset
Representations Reviewer” shall mean the “Asset Representations Reviewer” as defined in the Lead Securitization
Servicing Agreement.


 


“Lead Securitization”
shall mean:


 


(a)          during
the period from and after the Note A-2 Securitization Date and prior to the Note A-1 Securitization Date, the Note A-2
Securitization, and


 


(b)          on
and after the Note A-1 Securitization Date, the Note A-1 Securitization.


 


“Lead Securitization
Note” shall mean:


 


(a)          during
the period from and after the Note A-2 Securitization Date and prior to the Note A-1 Securitization Date, Note A-2;
and


 


(b)          on
and after the Note A-1 Securitization Date, Note A-1.


 


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


 


“Lead Securitization
Servicing Agreement” shall mean (a) during the period from and after the Note A-2 Securitization Date and prior
to the Note A-1 Securitization Date, the Note A-2 PSA, (b) on and after the Note A-1 Securitization Date, the
Note A-1 PSA, and (c) on and after the date on which the Mortgage Loan is no longer subject to the provisions of the
Lead Securitization Servicing Agreement, the “Lead Securitization Servicing Agreement” shall be determined in accordance
with the second paragraph of Section 2(a).


 


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


 


“Lead Securitization
Trust” shall mean:


 


(a)          during
the period from and after the Note A-2 Securitization Date and prior to the Note A-1 Securitization Date, the trust established
under the Note A-2 PSA in connection with the Note A-1 Securitization, and


 






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(b)          on
and after the Note A-1 Securitization Date, the trust established under the Note A-1 PSA in connection with the Note A-1
Securitization.


 


“Loan Combination
Custodial Account” shall mean the “Loan Combination Custodial Account” or similar term for such account as
defined in the Lead Securitization Servicing Agreement.


 


“Major Decisions”
shall have the meaning given to such term or one or more analogous terms in the Lead Securitization Servicing Agreement; provided
that at any time none of the Notes are included in a Securitization, “Major Decision” shall mean:


 


(i)           any
proposed or actual foreclosure upon or comparable conversion (which shall include acquisitions of any REO Property) of the ownership
of the property or properties securing the Mortgage Loan if it comes into and continues in default;


 


(ii)          any
modification, consent to a modification or waiver of any monetary term (other than late fees and default interest) or material
non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of the Mortgage
Loan or any extension of the maturity date of the Mortgage Loan;


 


(iii)         following
a default or an event of default with respect to the Mortgage Loan, any exercise of remedies, including the acceleration of the
Mortgage Loan or initiation of any proceedings, judicial or otherwise, under the related Mortgage Loan Documents;


 


(iv)        any
sale of the Mortgage Loan (when it is a Defaulted Mortgage Loan) or REO Property for less than the applicable Purchase Price (as
defined in the Lead Securitization Servicing Agreement);


 


(v)         any
determination to bring the Mortgaged Property or an REO Property into compliance with applicable environmental laws or to otherwise
address any Hazardous Materials (as defined in the Lead Securitization Servicing Agreement) located at the Mortgaged Property or
an REO Property;


 


(vi)        any
release of material collateral or any acceptance of substitute or additional collateral for the Mortgage Loan or any consent to
either of the foregoing, other than if required pursuant to the specific terms of the related Mortgage Loan Documents and for which
there is no lender discretion;


 


(vii)       any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Mortgage Loan or any consent
to such a waiver or consent to a transfer of the Mortgaged Property or interests in the borrower;


 


(viii)      any
incurrence of additional debt by a borrower or any mezzanine financing by any beneficial owner of a borrower (to the extent that
the lender has consent rights pursuant to the Mortgage Loan Documents);


 






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(ix)         any
material modification, waiver or amendment of an intercreditor agreement, co-lender agreement or similar agreement with any mezzanine
lender or subordinate debt holder related to the Mortgage Loan, or any action to enforce rights (or decision not to enforce rights)
with respect thereto, or any material modification, waiver or amendment thereof;


 


(x)          any
property management company changes, including, without limitation, approval of the termination of a manager and appointment of
a new property manager or franchise changes (in each case, if the lender is required to consent or approve such changes under the
Mortgage Loan Documents);


 


(xi)         releases
of any material amounts from any escrow accounts, reserve funds or letters of credit, in each case, held as performance escrows
or reserves, other than those required pursuant to the specific terms of the related Mortgage Loan Documents and for which there
is no lender discretion;


 


(xii)        any
acceptance of an assumption agreement releasing a borrower, guarantor or other obligor from liability under the Mortgage Loan other
than pursuant to the specific terms of such Mortgage Loan and for which there is no lender discretion;


 


(xiii)       any
determination of an Acceptable Insurance Default;


 


(xiv)       any
determination by the Master Servicer to transfer the Mortgage Loan to the Special Servicer due to a default under the Mortgage
Loan Documents that (a) is reasonably foreseeable, (b) will materially impair the value of the corresponding Mortgaged
Property as security for the Mortgage Loan or Serviced Pari Passu Companion Loan(s) or otherwise materially or adversely affect
the interest of certificateholders (or the related holder(s) Serviced Pari Passu Companion Loan), and (iii) is likely to continue
unremedied for the applicable cure period under the terms of the Mortgage Loan Documents, or if no cure period is specified and
the default is capable of being cured, for the time period specified in the Lead Securitization Servicing Agreement applicable
to such circumstances; or


 


(xv)        any
modification, waiver or amendment of any lease, the execution of any new lease or the granting of a subordination and nondisturbance
or attornment agreement in connection with any lease, at the Mortgaged Property if (a) the lease involves a ground lease or lease
of an outparcel or affects an area greater than or equal to the lesser of (1) 30% of the net rentable area of the improvements
at the Mortgaged Property and (2) 30,000 square feet of the improvements at the Mortgaged Property and (b) either approval of such
transaction by the Master Servicer is not expressly permitted under the Lead Securitization Servicing Agreement or the Mortgage
Loan is a Specially Serviced Mortgage Loan.


 






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


 


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


 


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


 


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


 


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


 


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


 


“Mortgage Loan
Agreement” shall mean the Loan Agreement, dated as of June 10, 2016, between Birchmont – H.I. Nashville, LLC, as
Mortgage Loan Borrower, and SG, as lender (as amended pursuant to that certain Note Splitter Agreement, dated as of June 20, 2016,
between the Mortgage Loan Borrower and SG, and that certain First Amendment to Loan Agreement, dated as of June 20, 2016, between
the Mortgage Loan Borrower and SG, each as may be further amended, restated, supplemented or otherwise modified from time to time,
subject to the terms hereof).


 


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


 


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


 


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


 


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


 


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


 


“Mortgage”
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 Holder” shall mean each of the Note A-2 Holder and the Note A-3 Holder; provided that at any time such
holder’s Note is included in a Securitization, references to the “Non-Controlling Note Holder” herein shall mean
the Directing Certificateholder or any other party assigned the rights to exercise the rights of the “Non-


 






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Controlling
Note Holder” hereunder, as and to the extent provided in the related Securitization Servicing Agreement and as to the identity
of which the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer) has been given written notice.
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 each “Non-Controlling Note Holder” herein or
under the Lead Securitization Servicing Agreement and, (x) to the extent that the related Securitization Servicing Agreement assigns
such rights to more than one party or (y) to the extent any Note is split into two or more New Notes pursuant to Section 32,
for purposes of this Agreement, the applicable Securitization Servicing Agreement or the holders of such New Notes shall designate
one party to deal with the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf)
and provide written notice of such designation to the Lead Securitization Note Holder (and the Master Servicer and the Special
Servicer acting on its behalf); provided that, in the absence of such designation and notice, the Lead Securitization Note
Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be entitled to treat the last party as to which
it has received written notice as having been designated as the applicable Non-Controlling Note Holder, as the applicable Non-Controlling
Note Holder for all purposes of this Agreement. As of the date hereof and until further notice from the Non-Lead Securitization
Note Holder (or the Non-Lead Master Servicer or another party acting on its behalf), the Initial Note A-2 Holder and the
Initial Note A-3 are the Non-Controlling Note Holders.


 


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


 


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


 


“Non-Lead Asset
Representations Reviewer” shall mean the “asset representations reviewer” under any Non-Lead Securitization
Servicing Agreement.


 


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


 


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


 


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


 


“Non-Lead Securitization
Note” shall mean:


 


(1)          during
the period from and after the Note A-2 Securitization Date and prior to the Note A-1 Securitization Date, Note A-1
and Note A-3, and


 






    	-9- 



     


    

 


(2)          on
and after the Note A-1 Securitization Date, Note A-2 and Note A-3.


 


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


 


“Non-Lead Securitization
Servicing Agreement” shall mean, after the Note A-1 Securitization Date, the Note A-2 PSA and the Note A-3
PSA.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“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.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-11- 



     


    

 


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


 


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


 


“Notes”
shall mean, collectively, Note A-1, Note A-2 and Note A-3.


 


“Operating Advisor”
shall mean the operating advisor or its successor in interest, or any successor appointed as provided in the Lead Securitization
Servicing Agreement.


 


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


 


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


 


“Percentage
Interest” shall mean, (a) with respect to the Note A-1 Holder, a fraction, expressed as a percentage, the numerator
of which is the Note A-1 Principal Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note
A-2 Principal Balance and the Note A-3 Principal Balance, (b) with respect to the Note A-2 Holder, a fraction, expressed as
a percentage, the numerator of which is the Note A-2 Principal Balance and the denominator of which is the sum of the Note
A-1 Principal Balance, the Note A-2 Principal Balance and the Note A-3 Principal Balance and (c) with respect to the Note A-3 Holder,
a fraction, expressed as a percentage, the numerator of which is the Note A-3 Principal Balance and the denominator of which is
the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance and the Note A-3 Principal Balance.


 


“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 (as defined below) by any of the Initial Note Holders, or


 






    	-12- 



     


    

 


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


 


(c)           one
or more of the following:


 


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


 


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


 


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


 


(iv)        an
investment fund, limited liability company, limited partnership or general partnership having capital and/or capital commitments
of at least


 






    	-13- 



     


    

 


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


 


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


 


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


 


“Qualified Trustee”
shall mean (i) a corporation, national bank, national banking association or a trust company, organized and doing business
under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and
to accept the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination
by federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or (iii) an institution
whose long-term senior unsecured debt is rated either of the then in effect top two rating categories of each of the applicable
Rating Agencies.


 


“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 designated by any Note Holder to rate the securities issued in connection with the Securitization
of the related Note; provided, however, that, at any time during which the Mortgage Loan 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 prior to a Securitization with respect to any matter, confirmation in writing (which may be
in electronic form) by each applicable Rating


 






    	-14- 



     


    

 


Agency
that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade,
withdrawal or qualification of the then-current rating assigned to any class of certificates (if then rated by the Rating
Agency); provided that a written waiver or other acknowledgment from the Rating Agency indicating its decision not to
review the matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy the requirement for the
Rating Agency Confirmation from each Rating Agency with respect to such matter and after a Securitization, the meaning given
thereto or any analogous term in the Lead Securitization Servicing Agreement or Non-Lead Securitization Servicing Agreement,
as applicable, including any deemed Rating Agency Confirmation.


 


“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 may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission
or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.


 


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


 


“Required Special
Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”,
(ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage
Special Servicer, (iii) in the case of Moody’s, such special servicer is acting as special servicer for one or more
loans included in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period
prior to the date of determination, and Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial
mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer
as special servicer of such commercial mortgage loans, (iv) in the case of Morningstar, either (a) the applicable replacement
has a special servicer ranking of at least “MOR CS3” by Morningstar (if ranked by Morningstar) or (b) if
not ranked by Morningstar, is currently acting as a special servicer on a deal or transaction-level basis for all or a significant
portion of the related mortgage loans in other CMBS transactions rated by any of S&P, Moody’s, Morningstar, Fitch, DBRS
or KBRA and the trustee does not have actual knowledge that Morningstar has, and the replacement special servicer certifies that
Morningstar has not, with respect to any such other CMBS transaction, qualified, downgraded or withdrawn its rating or ratings
on one or more classes of such CMBS transaction citing servicing concerns of the applicable replacement as the sole or material
factor in such rating action, (v) in the case of KBRA, KBRA has not cited servicing concerns of such special servicer as the
sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status”
in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by such special servicer prior to
the time of determination, and (vi) in the case of DBRS, such special servicer is currently acting as special servicer for
one or more loans included in a commercial mortgage loan securitization that is rated by DBRS, and DBRS has not downgraded or withdrawn
the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on
watch citing the continuation of such special servicer as the


 






    	-15- 



     


    

 


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.


 


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


 


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


 


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


 


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


 


“Securitization”
shall mean the Note A-1 Securitization the Note A-2 Securitization, and the Note A-3 Securitization, as applicable.


 


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


 


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


 


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization pursuant to which Note A-1, Note A-2 or Note
A-3 is held.


 


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


 


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


 


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


 


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


 


“Special Servicer”
shall mean the special servicer or its successor in interest, or any successor appointed as provided in the Lead Securitization
Servicing Agreement.


 






    	-16- 



     


    

 


“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 or its successor in interest, or any successor 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 has elected to be treated as a U.S. Person).


 


Section 2.          Servicing
of the Mortgage Loan.


 


(a)          Each
Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced as follows:
(i) from and after the Note A-2 Securitization Date, but prior to the Note A-1 Securitization Date, by the Note A-2
Master Servicer and the Note A-2 Special Servicer pursuant to the terms of this Agreement and the Note A-2 PSA; and (ii) from
and after the Note A-1 Securitization Date, by the Note A-1 Master Servicer and the Note A-1 Special Servicer pursuant
to the terms of this Agreement and 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 Mortgage Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance premiums and
other expenses related to the maintenance of the Mortgaged Property and maintenance and enforcement of the lien of the Mortgage
thereon, subject to the terms of the Lead Securitization Servicing Agreement. Each Note Holder acknowledges that any other Note
Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will, subject to Section 26,
reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. Subject
to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents to the appointment
of the Master Servicer and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment of
the Special Servicer by the Controlling Note Holder and agrees to reasonably cooperate with the Master Servicer and the Special
Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each
Note Holder hereby appoints the Master Servicer, the Special Servicer and the Trustee in the Lead Securitization as such Note Holder’s
attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan
on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Note Holder set forth
herein and in the


 






    	-17- 



     


    

 


Lead
Securitization Servicing Agreement). In no event shall the Lead Securitization Servicing Agreement require the Servicer to enforce
the rights of any 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. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement to service the Mortgage Loan in
accordance with the Servicing Standard, the terms of the Mortgage Loan Documents, the Lead Securitization Servicing Agreement
and applicable law, and shall not take any action or refrain from taking any action or follow any direction inconsistent with
the foregoing.


 


If, 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, then a written confirmation shall
have been obtained from each Rating Agency that the appointment of the servicer(s) pursuant to such servicing agreement would not,
in and of itself, cause a downgrade, qualification or withdrawal of the then-current ratings assigned to the securities issued
in connection with such Securitization; provided, further, however, that until a replacement servicing agreement
has been entered into, the Lead Securitization Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions
of the Lead Securitization Servicing Agreement as if such agreement were still in full force and effect with respect to the Mortgage
Loan, by the Servicer in the Lead Securitization or by any Person appointed by the Lead Securitization Note Holder that is a qualified
servicer meeting the requirements of 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) shall make the following advances, subject to the terms of the Lead Securitization
Servicing Agreement and this Agreement: (i) Servicing Advances on the Mortgage Loan and (ii) P&I Advances on the Lead Securitization
Note. The Master Servicer, the Special Servicer and the Trustee, as applicable, will be entitled to reimbursement for a Servicing
Advance, first from funds on deposit in the Collection Account (as defined in the Lead Securitization Servicing Agreement)
and/or the Loan Combination 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 Loan Combination
Custodial Account are insufficient, from general collections of the Lead Securitization as provided in the Lead Securitization
Servicing Agreement and from general collections of any Non-Lead Securitization as provided below. The Master Servicer, the Special
Servicer and the Trustee, as applicable, will be entitled to reimbursement for advance interest on a Servicing Advance or a Nonrecoverable
Servicing Advance, in the manner and from the sources provided in the Lead Securitization Servicing Agreement, including from general
collections of the Lead Securitization and, in the case of Servicing Advances, from general collections of any Non-Lead Securitization
as provided below. 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


 






    	-18- 



     


    

 


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


 


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


 


Any Non-Lead
Master Servicer may be required to make P&I Advances on the respective Non-Lead Securitization Note, from time to time, subject
to the terms of the related Non-Lead Securitization Servicing Agreement, the Lead Securitization Servicing Agreement and this Agreement.
The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to make their own recoverability determinations
with respect to a P&I Advance


 






    	-19- 



     


    

 


to
be made on the Lead Securitization Note based on the information that they have on hand and in accordance with the Lead Securitization
Servicing Agreement. Any Non-Lead Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee under any Non-Lead Securitization
Servicing Agreement, as applicable, shall be entitled to make its own recoverability determination with respect to a P&I Advance
to be made on the related Non-Lead Securitization Note based on the information that they have on hand and in accordance with
the related Non-Lead Securitization Servicing Agreement. The Master Servicer and the Trustee, as applicable, and any Non-Lead
Master Servicer or the Non-Lead Trustee, as applicable, 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 the Non-Lead Trustee, as
applicable (with respect to the Non-Lead Securitization Note), determines that a proposed P&I Advance, if made, would be non-recoverable
or an outstanding P&I Advance is or would be non-recoverable, or if the Master Servicer, the Special Servicer or the Trustee,
as applicable, subsequently determines that a proposed Servicing Advance would be non-recoverable or an outstanding Servicing
Advance is or would be non-recoverable, then the Master Servicer or the Trustee (as provided in the Lead Securitization Servicing
Agreement, in the case of a determination of non-recoverability by the Master Servicer, the Special Servicer or the Trustee) or
such Non-Lead Master Servicer or Non-Lead Trustee (as provided in the related Non-Lead Securitization Servicing Agreement, in
the case of the a determination of non-recoverability by a Non-Lead Master Servicer, a Non-Lead Special Servicer or a Non-Lead
Trustee) shall notify the Master Servicer and the Trustee, or the related Non-Lead Master Servicer and the related Non-Lead Trustee,
as the case may be, of such other Securitization within one business day of making such determination. Each of the Master Servicer
and the Trustee, the related Non-Lead Master Servicer and the related Non-Lead Trustee, as applicable, shall only be entitled
to reimbursement for a P&I Advance and advance interest thereon that becomes non-recoverable first from the Loan Combination
Custodial Account from amounts allocable to the Note for which such P&I Advance was made, and then, if funds are insufficient,
(i) in the case of the Lead Securitization Note, from general collections of the Lead Securitization Trust, pursuant to the terms
of the Lead Securitization Servicing Agreement and (ii) in the case of each Non-Lead Securitization Note, from general collections
of the related Securitization Trust, as and to the extent provided in the related Non-Lead Securitization Servicing Agreement.


 


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


 


(i)           such
Non-Lead Securitization Note Holder shall be responsible for its pro rata share of any Nonrecoverable Servicing Advances
(and advance interest thereon) and any Additional Trust Fund Expenses, but only to the extent that they relate to servicing and
administration of the Notes, including without limitation, any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees
relating to the Notes, and that 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, (i) the related Non-Lead Master Servicer will be required to, promptly
following notice from the Master Servicer, reimburse the Master Servicer, the Special Servicer, the Certificate Administrator,
the


 






    	-20- 



     


    

 


Operating
Advisor or the Trustee, as applicable, out of general funds in the collection account (or equivalent account) established under
such Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization Note Holder’s pro rata share of
any such 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 (ii) if the Lead Securitization Servicing Agreement permits the Master Servicer,
the Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee to reimburse itself from the Lead Securitization
Trust’s general account, then the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor
or the Trustee, as applicable, may do so and the related Non-Lead Master Servicer will be required to, promptly following notice
from the Master Servicer, reimburse the Lead Securitization Trust out of general funds in the collection account (or equivalent
account) established under such Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization Note Holder’s
pro rata share of any such 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 Lead
Securitization Servicing Agreement) by the Securitization Trust holding such Non-Lead Securitization Note, against any of the Indemnified
Items to the extent of its pro rata share of such Indemnified Items, and to the extent amounts on deposit in the Loan Combination
Custodial Account that are allocated to the related Non-Lead Securitization Note are insufficient for reimbursement of such amounts,
the related Non-Lead Master Servicer will be required to reimburse each of the applicable Indemnified Parties for its pro rata
share of the insufficiency out of general funds in the collection account (or equivalent account) established under such Non-Lead
Securitization Servicing Agreement; provided, however, that the Non-Lead Securitization Servicing Agreement may include limitations
and conditions on the payment or reimbursement of Indemnified Items to the Operating Advisor (including limitations and conditions
with respect to the timing of such payments or reimbursements and the sources of funds for such payments or reimbursements).


 


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


 






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the
“Non-Controlling Note Holder” with respect to such Non-Lead Securitization Note under this Agreement (together with
the relevant contact information);


 


(iv)          Any
matter affecting the servicing and administration of the Mortgage Loan that requires delivery of a Rating Agency Confirmation pursuant
to the Lead Securitization Servicing Agreement shall also require delivery of a Rating Agency Confirmation under the related Non-Lead
Securitization and Servicing Agreement; and


 


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


 


(d)          Following
the Securitization of one Note but prior to the Securitization of any other particular Note (including any New Note), all notices,
reports, information or other deliverables required to be delivered to a Note Holder pursuant to this Agreement by the Lead Securitization
Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) only need to be delivered to the related Note
Holder (or its Note Holder Representative) and, when so delivered to such Note Holder (or Note Holder Representative, as applicable),
the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have
satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement. Following
the Securitization of any Note (including any New Note), as applicable, all notices, reports, information or other deliverables
required to be delivered to a Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead
Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the master
servicer and the special servicer with respect to such Securitization (who then may forward such items to the party entitled to
receive such items as and to the extent provided in the related Securitization Servicing Agreement or with respect to a Note that
has not been securitized, the related Note Holder) and, when so delivered to such master servicer and the special servicer, the
Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied
its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement.


 


(e)          The
Note A-1 PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar
to the Mortgage Loan and that are otherwise (i) required by the Code relating to the tax elections of the Note A-1 Trust Fund,
(ii) required by law or changes in any law, rule or regulation or (iii) requested by the Rating Agencies rating the Note A-1
Securitization. The Note A-1 PSA shall also satisfy Moody’s rating methodology for eligible accounts and permitted investments
for a “Aaa” rated securitization. The Note A-1 Holder shall have the right to designate the Note A-1 Master
Servicer and Note A-1 Special Servicer as long as each such party satisfies the conditions for such Servicer set forth in
the Note A-2 PSA. Prior to the Note A-1 Securitization Date, the Note A-1 Holder shall also have the right to designate
the Note A-2 Special Servicer for the Mortgage Loan. Without limiting the generality of any provision set forth above, for
purposes of the Mortgage Loan, the Note A-1 PSA shall contain (a) provisions requiring the Note A-1 Master Servicer
and the Note A-1 Special Servicer to maintain, or subjecting them to possible termination for not maintaining, compliance
with


 






    	-22- 



     


    

 


customary
servicer rating criteria (but the rating agencies need not be the same) and (b) provisions substantially similar in all material
respects to or materially consistent with those set forth in Note A-2 PSA with respect to (i) periodic reporting and
periodic delivery of service provider compliance documents under Regulation AB (and, in any event, the Note A-1 PSA
shall require such reporting and delivery so long as the Note A-2 Securitization or A-3 Securitization is required to file
periodic reports under the Securities Exchange Act of 1934, as amended), (ii) servicing transfer events that would result
in the transfer of the Mortgage Loan to special servicing status, (iii) the authority of the servicers in the Note A-2
Securitization to grant or agree or consent to material modifications, waivers and amendments to the Mortgage Loan, or to approve
material assignments and assumptions or material additional indebtedness in connection with the Mortgage Loan, (iv) the potential
termination of the master servicer and special servicer following a Servicer Termination Event, (v) requirements to obtain
an appraisal or appraisal update following a transfer of the Mortgage Loan to special servicing status and periodic updates thereof,
(vi) duties of the special servicer in respect of foreclosure and the management of REO property, (vii) special servicing,
workout and liquidation fees (and, in any event, the fees at which such compensation accrue or are determined shall not exceed
0.25%, 1.00% and 1.00%, respectively) and (viii) control, consultation and other rights of the directing certificateholder
and senior trust advisor and any other material servicing and administrative provisions and (ix) indemnification of the Depositor
under the Note A-2 PSA, the Note A-2 Master Servicer, the Note A-2 Special Servicer, the certificate administrator
under the Note A-2 PSA, the Operating Advisor under the Note A-2 PSA and the Note A-2 Trustee (and any director,
officer, employee or agent of any of the foregoing, to the extent such parties are identified as indemnified parties in the Note A-2
PSA in respect of other mortgage loans), for the pro rata share allocable to Note A-1, against any claims, losses, penalties,
fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection
with servicing and administration of the Mortgage Loan (or, with respect to the Operating Advisor under the Note A-2 PSA,
incurred in connection with the provision of services for the Mortgage Loan) to the same extent that the Note A-2 PSA indemnifies
the Indemnified Parties against the Indemnified Items for the time period during which the Note A-2 PSA acts as the Lead
Securitization Servicing Agreement; provided, however, that (A) this statement shall not be construed to prohibit
differences in timing, control or consultation triggers or thresholds, terminology, allocation of ministerial duties between multiple
servicers or other service providers or certificateholder or investor voting or consent thresholds, or to prohibit or restrict
additional approval, consent, consultation, notice or rating agency confirmation requirements; and (B) in the event of any
conflict between this sentence and any other provision of this Agreement, such other provision of this Agreement shall control.


 


(f)          In
the event any filing is required to be made by a Non-Lead Depositor under the Lead Securitization Servicing Agreement in order
to comply with such Non-Lead Depositor’s requirements under the Securities Exchange Act of 1934, as amended, the related
Lead Securitization Note Holder (including the related Lead Depositor and Lead Trustee) shall use commercially reasonable efforts
to timely comply with any such filing.


 


(g)          The
Note A-1 Holder shall give each of the parties to the Note A-2 PSA and Note A-3 (that will not also be a party to the
Note A-1 PSA), as applicable, notice of the


 






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Note A-1
Securitization in writing (which may be by e-mail) not less than five (5) Business Days prior to the Note A-1 Securitization
Date. Such notice shall contain contact information for each of the parties to the Note A-1 PSA. In addition, after the Note A-1
Securitization Date, the Note A-1 Holder shall send a copy of the Note A-1 PSA to each of the parties to the Note A-2
PSA and Note A-3 PSA.


(h)          The
Lead Securitization Servicing Agreement shall provide that compensating interest payments as defined therein with respect to Note A-1,
Note A-2 and Note A-3 will be allocated by the Master Servicer among Note A-1, Note A-2 and Note A-3, 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.


 


(i)           The
Lead Securitization Servicing Agreement shall provide that (i) customary CREFC® reports related to the Mortgage Loan and
Mortgaged Property are required to be made available to the Non-Lead Securitization Note Holder in order to permit the Non-Lead
Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee to comply in a timely manner with their respective reporting obligations
under the Lead Securitization Servicing Agreement, (ii) in connection with (x) any amendment of the Lead Securitization
Servicing Agreement, a party to the Lead Securitization Servicing Agreement is required to provide a copy of the executed amendment
to the Non-Lead Depositor and one or more parties to the Non-Lead Securitization Servicing Agreement (which may be by email), together
with a copy of such amendment in EDGAR compatible format, no later than the effective date of such amendment, and (y) the
termination, resignation and/or replacement of the Master Servicer or Special Servicer, such replacement Master Servicer or Special
Servicer, as applicable, is required to provide all disclosure about itself that is required to be included in Form 8-K no
later than the date of effectiveness thereof, (iii) the Non-Lead Securitization Note Holder is an intended third-party beneficiary
of the rights under the Lead Securitization Servicing Agreement to the extent such rights affect the related Non-Lead Securitization
Note or the Non-Lead Securitization Note Holder, (iv) it shall not be amended in any manner that materially and adversely
(or words of similar import) affects the Non-Lead Securitization Note Holder without the consent of such party, (v) if the
Non-Lead Securitization Note becomes the subject of an “Asset Review” (or such similar term, as defined in the Non-Lead
Securitization Servicing Agreement), the applicable parties to the Lead Securitization Servicing Agreement are required to reasonably
cooperate with the Non-Lead Asset Representations Reviewer or other applicable party to the Non-Lead Securitization Servicing Agreement
in connection with such Asset Review (or a substantially similar provision), including with respect to providing access to related
underlying documents.


 


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 the any Note or security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on
or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof,
whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter
of credit or other collateral or instrument securing the Mortgage Loan, Condemnation Proceeds, or Insurance Proceeds (other than
proceeds, awards or settlements to be applied to the restoration or


 






    	-24- 



     


    

 


repair
of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents),
but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in
accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows 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 P&I Advances (and interest thereon) made with respect to Note A-1, Note A-2 or Note A-3 which
may only be reimbursed out of payments and collections allocable to Note A-1, Note A-2 or Note A-3, as applicable, and
(ii) any Servicing Fees due to the Master Servicer in excess of the Non-Lead Securitization Note’s pro rata share
of that portion of such Servicing Fees calculated at the “primary servicing fee rate” applicable to the Mortgage Loan
as set forth in the Lead Securitization Servicing Agreement) to any Servicer, with respect to the Mortgage Loan pursuant to the
Lead Securitization Servicing Agreement (including without limitation, any Additional Trust Fund Expenses 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, Default Charges (to the extent provided in the immediately following paragraph)
and any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the
Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis.


 


For clarification purposes,
Default Charges (as defined in the Lead Securitization Servicing Agreement) paid on each Note shall be allocated to the Notes on
a Pro Rata and Pari Passu Basis and applied 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, any Non-Lead Master Servicer or any Non-Lead Trustee, as applicable, for any interest accrued on any
P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement
or applicable Non-Lead Securitization Servicing Agreement, as applicable), third, be used to reduce, on a pro rata
basis, the amounts payable on each Note by the amount necessary to pay Additional Trust Fund Expenses (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 Default 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 Default Charges allocable to each Non-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.


 


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


 






    	-25- 



     


    

 


Loan
is decreased, (ii) the Interest Rate is reduced, (iii) payments of interest or principal on either Note are waived, reduced or
deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter,
and any modification of the Mortgage Loan Documents shall be structured to preserve, the equal priorities of each Note as described
in Section 3.


 


Section 5.          Administration
of the Mortgage Loan. 


 


(a)          Subject
to this Agreement (including but not limited to Section 5(c)) and the Lead Securitization Servicing Agreement and subject
to the rights and consents, where required, of the Controlling Note Holder Representative, the Lead Securitization Note Holder
(or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) shall have
the sole and exclusive authority with respect to the administration of, and exercise of rights and remedies with respect to, the
Mortgage Loan, including, without limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan Documents
or consent to any action or failure to act by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents, call
or waive any Event of Default, accelerate the Mortgage Loan or institute any foreclosure action or other remedy, and the Non-Lead
Securitization Note Holders shall have no 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, each Non-Lead Securitization Note
Holder agrees that it shall have no right to, and the Note A-2 Holder and Note A-3 Holder hereby presently and irrevocably
assigns and conveys to the Note A-1 Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of
the Lead Securitization Note Holder from and after the Note A-1 Securitization Date) the rights, if any, that such Note Holder
has prior to the Note A-1 Securitization Date to, and the Note A-2 Holder and Note A-3 Holder each hereby presently and irrevocably
assigns and conveys to the Note A-1 Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the
Lead Securitization Note Holder from and after the Note A-1 Securitization Date) the rights, if any, that such Note Holder has
from and after the Note A-1 Securitization Date to, (i) call or cause the Lead Securitization Note Holder to call an
Event of Default under the Mortgage Loan, or (ii) exercise any remedies with respect to the Mortgage Loan or the Mortgage
Loan Borrower, including, without limitation, filing or causing the Lead Securitization Note Holder to file any bankruptcy petition
against the Mortgage Loan Borrower. The Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee
acting on behalf of the Lead Securitization Note Holder) shall not have any fiduciary duty to any Non-Lead Securitization Note
Holder in connection with the administration of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization
Note Holder from the obligation to make any disbursement of funds as set forth herein or its obligation to follow the Servicing
Standard (in the case of the Master Servicer or the Special Servicer) or any liability for failure to do so).


 


Each Note Holder
hereby acknowledges the right and obligation of the Lead Securitization Note Holder (or the Special Servicer acting on behalf of
the Lead Securitization Note Holder) upon the Mortgage Loan becoming a Defaulted Mortgage Loan, to sell the Notes together as notes
evidencing one whole loan in accordance with the terms of the Lead


 






    	-26- 



     


    

 


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). Whether any cash offer
constitutes a fair price for the Mortgage Loan shall be determined by the Trustee or Special Servicer, as applicable, in accordance
with the terms of the Lead Securitization Servicing Agreement; provided, that no offer from an Interested Person shall
constitute a fair price unless (i) it is the highest offer received and (ii) at least two bona fide other offers are received
from independent third parties. In determining whether any offer received represents a fair price for the Mortgage Loan, the Trustee
shall be supplied with and shall rely on the most recent Appraisal or updated Appraisal conducted in accordance with the Lead
Securitization Servicing Agreement within the preceding nine (9)-month period or, in the absence of any such Appraisal, on a new
Appraisal. The Trustee shall select the Appraiser conducting any such new Appraisal. In determining whether any such offer constitutes
a fair price for the Mortgage Loan, the Trustee shall instruct the Appraiser to take into account (in addition to the results
of any Appraisal or updated Appraisal that it may have obtained pursuant to the Lead Securitization Servicing Agreement), as applicable,
among other factors, the period and amount of any delinquency on the affected Mortgage Loan, the occupancy level and physical
condition of the related Mortgaged Property and the state of the local economy. The Trustee may conclusively rely on the opinion
of an Independent appraiser or other Independent expert in real estate matters retained by the Trustee at the expense of the Holders
in connection with making such determination. Notwithstanding the foregoing, the Lead Securitization Note Holder (or the Special
Servicer acting on behalf of the Lead Securitization Note Holder) shall not be permitted to sell the Mortgage Loan without the
written consent of each Non-Lead Securitization Note Holder (unless 50% or more of Note A-1, Note A-2 or Note A-3, as applicable
(or the class of securities issued in the related Non-Lead Securitization designated as the “controlling class” or
such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Note Holder”)
is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower) unless the Special Servicer has delivered
to such Non-Lead Securitization Note Holder: (a) at least fifteen (15) Business Days prior written notice of any decision to attempt
to sell the Mortgage Loan; (b) at least ten (10) days prior to the proposed sale date, a copy of each bid package (together with
any amendments to such bid packages) received by the Special Servicer in connection with any such proposed sale, (c) at least
ten (10) days prior to the proposed sale date, a copy of the most recent Appraisal for the Mortgage Loan, and any documents in
the Servicing File requested by such Non-Lead Securitization Note Holder and (d) until the sale is completed, and a reasonable
period of time (but no less time than is afforded to other offerors and the related Directing Certificateholder (or other similar
term)) 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
that any majority holder of the Non-Lead Securitization Note or the related Directing Certificateholder may waive any of the
delivery or timing requirements set forth in this sentence. Subject to the foregoing, each of the Controlling Note Holder, the
Controlling Note Holder Representative, the Non-Controlling Note Holder and any Non-Controlling Note Holder Representative shall
be permitted to bid at any sale of the Mortgage Loan.


 






    	-27- 



     


    

 


Each Note Holder
(to the extent it is not the same entity as the Lead Securitization Note Holder) hereby appoints the Lead Securitization Note Holder
as its agent, and grants to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and
its proxy, for the purpose of soliciting and accepting offers for and consummating the sale of its Note. Each Note Holder (to the
extent it is not the same entity as the Lead Securitization Note Holder) further agrees that, upon the request of the Lead Securitization
Note Holder, such Note Holder shall execute and deliver to or at the direction of Lead Securitization Note Holder such powers of
attorney or other instruments as the Lead Securitization Note Holder may reasonably request to better assure and evidence the foregoing
appointment and grant, in each case promptly following request, and shall deliver its original 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 Note, and the obligations of any other Note Holder to
execute and deliver instruments or deliver the related Note upon request of the Lead Securitization Note Holder, shall terminate
and cease to be of any further force or effect upon the date, if any, upon which the Lead Securitization Note is repurchased by
the holder of such Lead Securitization Note that sold such Lead Securitization Note into such Securitization from the trust fund
established under the Lead Securitization Agreement in connection with a material breach of a representation or warranty made by
such Person with respect to the Lead Securitization Note or a material document defect with respect to the documents delivered
by such Person with respect to the Lead Securitization Note upon the consummation of the Lead Securitization. The preceding sentence
shall not be construed to grant to the Non-Lead Securitization Note Holders the benefit of any representation or warranty made
by the holder of the Lead Securitization Note that sold such Lead Securitization Note into the Lead Securitization or any document
delivery obligation imposed on such Person under any mortgage loan purchase and sale agreement, instrument of transfer or other
document or instrument that may be executed or delivered by such Person in connection with the Lead Securitization.


 


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


 






    	-28- 



     


    

 


Holder
(unless it is the same Person as or an Affiliate of the Mortgage Loan Borrower) shall be a third-party beneficiary to the Lead
Securitization Servicing Agreement with respect to its rights as specifically provided for therein.


 


(c)           Notwithstanding
the foregoing, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall
be required (i) to provide copies of any notice, information and report that it is required to provide to the Lead Securitization
Directing Certificateholder pursuant to the Lead Securitization Servicing Agreement with respect to any Major Decisions or the
implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, to each Non-Lead Securitization
Note Holder (or its related Note Holder Representative), within the same time frame it is required to provide to the Lead Securitization
Directing Certificateholder (for this purpose, without regard to whether such items are actually required to be provided to the
Lead Securitization Directing Certificateholder under the Lead Securitization Servicing Agreement due to the expiration of the
Subordinate Control Period or the Collective Consultation Period) and (ii) to consult with the Non-Controlling Note Holders (or
their Non-Controlling Note Holder Representatives) on a strictly non-binding basis, to the extent having received such notices,
information and reports, such Non-Controlling Note Holder (or their Non-Controlling Note Holder Representatives) request consultation
with respect to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating
to the Mortgage Loan, and consider alternative actions recommended by any 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 Holders (or its Non-Controlling Note Holder Representative) by the Lead Securitization Note Holder (or the Master Servicer
or the Special Servicer acting on its behalf) of written notice of a proposed action, together with copies of the notice, information
and report required to be provided to the Lead Securitization Directing Certificateholder, the Lead Securitization Note Holder
(or the Master Servicer or the Special Servicer acting on its behalf) shall no longer be obligated to consult 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 such Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative) set forth in the immediately preceding sentence, the Lead Securitization
Note Holder (or Master Servicer or Special Servicer, acting on its behalf) may take any Major Decision or any action set forth
in the Asset Status Report before the expiration of the 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 such Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative).


 






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


 


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


 


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


 


Section 6.          Rights
of the Controlling Note Holder.


 


(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


 






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


 


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


 






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


 


The Controlling Note
Holder shall be entitled to exercise the rights and powers granted to the Controlling Note 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 (and prior to the Note A-1 Securitization Date, assuming that a Subordinate Control Period
(as defined under the Note A-2 PSA) is in effect at all times). 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 with respect to 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 with respect to 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, 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 (or thirty (30) days with respect
to an Acceptable Insurance Default) 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


 






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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 contemplated
by the preceding paragraphs may require or cause the Master Servicer or the Special Servicer, as applicable, to violate any provision
of the Mortgage Loan Documents, applicable law, the Lead Securitization Servicing Agreement, this Agreement, the REMIC provisions
of the Code or the Master Servicer or Special Servicer’s obligation to act in accordance with the Servicing Standard.


 


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 misfeasance, 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 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.


 


Section 7.          Appointment
of Special Servicer. 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 each 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), if any. The Controlling Note Holder shall be solely responsible for any expenses incurred in connection
with any such replacement without cause. The Controlling Note Holder shall notify the other parties hereto of its termination
of the then currently serving Special Servicer and its appointment of a replacement Special Servicer in accordance with this Section 7.
If the Controlling Note Holder has not appointed a Special Servicer with respect to the Mortgage Loan as of the consummation of
the securitization under the Lead Securitization Servicing Agreement, then the initial Special Servicer designated in the Lead
Securitization Servicing Agreement shall serve as the initial Special Servicer but this shall not limit the right of the


 






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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 the Non-Controlling
Note Holder, such Non-Controlling Note Holder shall have the right to direct the Trustee (or at any time that the Mortgage Loan
is no longer included in a Securitization Trust, the Controlling Note Holder) to terminate the Special Servicer under the Lead
Securitization Servicing Agreement solely with respect to the Mortgage Loan pursuant to and in accordance with the terms of the
Lead Securitization Servicing Agreement. Each Note Holder acknowledges and agrees that any successor special servicer appointed
to replace the Special Servicer with respect to the Mortgage Loan that was terminated for cause at the 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 shall be solely responsible for reimbursing the Trustee’s
or the Controlling Note Holder’s, as applicable, costs and expenses, if not paid within a reasonable time by the terminated
special servicer and, in the case of the Trustee, that would otherwise be reimbursed to the Trustee from amounts on deposit in
the Lead Securitization’s “collection account”.


 


Section 8.          Payment
Procedure.


 


(a)          The
Lead Securitization Note Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the
Lead Securitization Servicing Agreement, will deposit or cause to be deposited all payments allocable to the Notes to the Collection
Account and/or Loan Combination Custodial Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to
and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer
acting on its behalf) shall deposit such amounts to the applicable account within one Business Day after receipt of properly identified
funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan
Borrower (provided, however, that, to the extent any such amounts are received after 2:00 p.m. Eastern time
on any given Business Day, the Lead Securitization Note Holder (or Master Servicer acting on its behalf) shall use commercially
reasonable efforts to deposit such amounts into the applicable account within one (1) Business Day of receipt thereof but,
in any event, the Lead Securitization Note Holder (or Master Servicer acting on its behalf) shall deposit such amounts into the
applicable account within two (2) Business Days of receipt thereof) and shall remit payments due on the Non-Lead Securitization
Note to the Non-Lead Securitization Note Holder (or the Non-Lead Master Servicer on its behalf) no later than one Business Day
following the “Determination Date” under the Non-Lead Securitization Servicing Agreement.


 


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


 






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


 


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


 


(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 gross 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 the 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 Holders 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.


 


Section 10.          Bankruptcy.
Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the
right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person
in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against
the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar
official with


 






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


 


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


 


Section 12.          No
Creation of a Partnership or Exclusive Purchase Right. Nothing contained in this Agreement, and no action taken pursuant hereto
shall be deemed to constitute the relationship created hereby between the Note Holders as a partnership, association, joint venture
or other entity. The Lead Securitization Note Holder shall have no obligation


 






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whatsoever
to offer to any Non-Lead Securitization Note Holder the opportunity to purchase a participation interest in any future loans originated
by the Lead Securitization Note Holder or its Affiliates and if the Lead Securitization Note Holder chooses to offer to a Non-Lead
Securitization Note Holder the opportunity to purchase a participation interest in any future mortgage loans originated by the
Lead Securitization Note Holder or its Affiliates, such offer shall be at such purchase price and interest rate as the Lead Securitization
Note Holder chooses, in its sole and absolute discretion. The Non-Lead Securitization Note Holders shall have no obligation whatsoever
to purchase from the Lead Securitization Note Holder a participation interest in any future loans originated by the Lead Securitization
Note Holder or its Affiliates.


 


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


 


Section 14.          Sale
of the Notes.


 


(a)          Each
Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose
of all or any portion of its respective Note (a “Transfer”) except to a Qualified Institutional Lender. Promptly
after the Transfer, the non-transferring Note Holder shall be provided with (x) a representation from a transferee or the
applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer (and
the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) 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 (1) prior to a Securitization, the consent of the related non-transferring Note Holder or, (2) after
a Securitization of such non-transferring Note Holder’s Note, Rating Agency Confirmation. Notwithstanding the foregoing,
without each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring
Note Holder’s Note is held in a Securitization Trust, without a confirmation in writing from each Rating Agency that such
Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant
to the related Securitization, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such
Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely null and
void and shall vest no rights in the purported transferee. The transferring Note Holder agrees that it will 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 the confirmation from the Rating Agencies in connection with any such Transfer. Notwithstanding the foregoing,
each Note Holder shall have the right, without the need to obtain the consent of any other Note Holder, the Rating Agencies or


 






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any
other Person, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in a Note. None of the provisions
of this Section 14(a) shall apply in the case of (1) a sale of Note A-1 together with Note A-2 and Note A-3 in
accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer,
in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged
Property, upon the Mortgage Loan becoming a Defaulted Loan, to a single member limited liability or limited partnership, 100%
of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies
or limited partnerships, by the Lead Securitization Trust.


 


For the purposes
of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for
a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal
of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal
shall be deemed to eliminate, for such request only, the condition that such 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 engage
in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage
in any subsequent request for such Rating Agency confirmation hereunder and the condition for such 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.


 


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


 


(c)          Notwithstanding
any other provision hereof, any Note Holder may pledge (a “Pledge”) its Note to any entity (other than the Mortgage
Loan Borrower or any Affiliate thereof) which has extended a credit facility to such Note Holder and that is either a Qualified
Institutional Lender or a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent)
or better by each Rating Agency (a “Note Pledgee”), on terms and conditions set forth in this Section 14(c),
it being further agreed that a financing provided by a Note Pledgee to a Note Holder or any person which Controls such Note that
is secured by its Note and is structured as a repurchase arrangement, shall qualify as a “Pledge” hereunder, provided
that a Note Pledgee which is not a Qualified Institutional Lender may not take title to the pledged Note without a Rating Agency
Confirmation. Upon written notice by the applicable Note Holder to each other Note Holder and any Servicer that a Pledge has been
effected (including the name and address of the applicable Note Pledgee), each other Note Holder agrees to acknowledge receipt
of such notice and thereafter agrees: (i) to give Note Pledgee written notice of any default by the pledging Note Holder in
respect of its obligations


 






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under
this Agreement of which default such Note Holder has actual knowledge; (ii) to allow such Note Pledgee a period of
ten (10) days to cure a default by the pledging Note Holder in respect of its obligations to each other Note Holder
hereunder, but such Note Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification,
waiver or termination of this Agreement shall be effective against such Note Pledgee without the written consent of such Note
Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed; (iv) that such other Note Holder
shall give to such Note Pledgee copies of any notice of default under this Agreement simultaneously with the giving of same
to the pledging Note Holder; (v) that such other Note Holder shall deliver to Note Pledgee such estoppel certificate(s)
as Note Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably
satisfactory to such other Note Holder; and (vi) that, upon written notice (a “Redirection Notice”)
to each other Note Holder and any Servicer by such Note Pledgee that the pledging Note Holder is in default, beyond any
applicable cure periods, under the pledging Note Holder’s obligations to such Note Pledgee pursuant to the applicable
credit agreement between the pledging Note Holder and such Note Pledgee (which notice need not be joined in or confirmed by
the pledging Note Holder), and until such Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee
shall be entitled to receive any payments that any Note Holder or Servicer would otherwise be obligated to pay to the
pledging Note Holder from time to time pursuant to this Agreement or the Lead Securitization Servicing Agreement. Any
pledging Note Holder hereby unconditionally and absolutely releases each other Note Holder and any Servicer from any
liability to the pledging Note Holder on account of such other Note Holder’s or Servicer’s compliance with
any Redirection Notice believed by any Servicer or such other Note Holder to have been delivered by a Note Pledgee. Note
Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Note Holder to such Note Pledgee
(and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this
Agreement. In such event, the Note Holders and any Servicer shall recognize such Note Pledgee (and any transferee other than
the Mortgage Loan Borrower or any Affiliate thereof which is also a Qualified Institutional Lender at any foreclosure or
similar sale held by such Note Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, as the
successor to the pledging Note Holder’s rights, remedies and obligations under this Agreement, and any such Note
Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Note Holder hereunder
accruing from and after such Transfer (i.e., realization upon the collateral by such Note Pledgee) and agrees to be
bound by the terms and provisions of this Agreement. The rights of a Note Pledgee under this Section 14(c) shall remain
effective as to any Note Holder (and any Servicer) unless and until such Note Pledgee shall have notified any such Note
Holder (and any Servicer, as applicable) in writing that its interest in the pledged Note has terminated.


 


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


 






    	-39- 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-40- 



     


    

 


Holder
against any liability that may result if the transfer is not made in accordance with the provisions of this Agreement.


 


Section 16.          Governing
Law; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT,
THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND OBLIGATIONS OF
THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE
OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW). EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT.


 


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


 


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


 


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


 


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


 


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


 


Section 18.          Modifications.
This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by each Note Holder. Additionally,
for as long as any Note is contained in a Securitization Trust, the Note Holders shall not amend or


 






    	-41- 



     


    

 


modify
this Agreement without first receiving a written confirmation from each Rating Agency that such amendment or modification
will not result in a qualification, withdrawal or downgrade of its then current ratings of the securities issued in
connection with a Securitization; provided that no such confirmation from the Rating Agencies 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, (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, and (iii) if and to the extent that it would be deemed given or not required pursuant to
the definition of Rating Agency Confirmation in the Lead Securitization Servicing Agreement and/or the Non-Lead
Securitization Servicing Agreement, as applicable.


 


Section 19.          Successors
and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective successors and assigns. Except as provided herein, including without limitation, with respect to the Trustee,
Certificate Administrator, Operating Advisor, 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 20.          Counterparts.
This Agreement may be executed in any number of counterparts and all of such counterparts shall together constitute one and the
same instrument. Delivery of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF) or
by facsimile transmission shall be effective as delivery of a manually executed original counterpart of this Agreement.


 


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


 


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


 


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


 


Section 24.          Withholding
Taxes. (a)  If the Lead Securitization Note Holder or the Mortgage Loan Borrower shall be required by law to deduct
and withhold Taxes from interest, fees or other amounts payable to a Non-Lead Securitization Note Holder with respect to


 






    	-42- 



     


    

 


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


 


(c)          Each
Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) represents (for the benefit of the
Mortgage Loan Borrower) that it is not a Non-Exempt Person and that neither the Lead Securitization Note Holder nor the Mortgage
Loan Borrower is obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise
pursuant to this Agreement. Contemporaneously with the execution of this Agreement and from time to time as necessary during the
term of this Agreement, each Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) shall
deliver to the Lead Securitization Note Holder or Servicer, as applicable, evidence satisfactory to the Lead Securitization Note
Holder substantiating that such Note Holder is not a Non-Exempt Person and that the Lead Securitization Note Holder is not obligated
under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise under this Agreement.
Without limiting the effect of the foregoing, (i) if a Note Holder is created or organized under the laws of the United States,
any state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the
Lead Securitization Note Holder an Internal Revenue Service Form W-9 and (ii) if a Note Holder is not created or organized
under the laws of the United States, any state thereof or the District of Columbia, and if the payment of interest or other amounts
by the Mortgage Loan Borrower is treated for United States income tax purposes as derived in whole or part from sources within
the United States, such Note Holder shall satisfy the requirements of the preceding sentence by furnishing to the


 






    	-43- 



     


    

 


Lead
Securitization Note Holder Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments) or Form W-8BEN, or
successor forms, as may be required from time to time, duly executed by such Note Holder, as evidence of such Note Holder’s
exemption from the withholding of United States tax with respect thereto. The Lead Securitization Note Holder shall not be obligated
to make any payment hereunder with respect to the Non-Lead Securitization Note or otherwise until the holder of such Note shall
have furnished to the Lead Securitization Note Holder requested forms, certificates, statements or documents.


 


Section 25.          Custody
of Mortgage Loan Documents. Prior to the Note A-2 Securitization Date, the originals of all of the Mortgage Loan Documents
will be held by the Initial Agent on behalf of the registered holders of the Notes. On and after the Note A-2 Securitization
Date but prior to the Note A-1 Securitization Date, the originals of all of the Mortgage Loan Documents (other than Note A-1
and Note A-3) shall be held in the name of the trustee (and held by a duly appointed custodian therefor) under the Note A-2
PSA, on behalf of the registered holders of the Notes. On and after the Note A-1 Securitization Date, the originals of all
of the Mortgage Loan Documents (other than Note A-2 and Note A-3) will be transferred to and held in the name of the trustee
(and held by a duly appointed custodian therefor) under the Note A-1 PSA, on behalf of the registered holders of the Notes.


 


Section 26.          Cooperation
in Securitization.


 


(a)          Each
Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization. In connection
with a Securitization and subject to the terms of the preceding sentence, at the request of the Lead Securitization Note Holder,
each Non-Lead Securitization Note Holder shall use reasonable efforts, at the Lead Securitization Note Holder’s expense,
to satisfy, and to cooperate with the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy,
the market standards to which the Lead Securitization Note Holder customarily adheres or that may be reasonably required in the
marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable)
any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with the Lead Securitization Note Holder in
attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case,
as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either
in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, the Non-Lead Securitization
Note Holders shall not be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification,
as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the
amount of any payments due to or priority of such payments to, the Non-Lead Securitization Note Holders or (ii) materially
increase the Non-Lead Securitization Note Holders’ obligations or materially decrease the Non-Lead Securitization Note Holders’
rights, remedies or protections. In connection with the Lead Securitization, each Non-Lead Securitization Note Holder shall provide
for inclusion in any disclosure document relating to the Lead Securitization such information concerning such Non-Lead Securitization
Note Holder and its Non-Lead Securitization Note as the Lead Securitization Note Holder reasonably determines to be necessary or
appropriate, and such Non-Lead Securitization Note


 






    	-44- 



     


    

 


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


 


Upon request, the Lead
Securitization Note Holder shall deliver to the Non-Lead Securitization Note Holders drafts of the preliminary and final Lead Securitization
offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the Lead Securitization
Servicing Agreement and provide reasonable opportunity to review and comment on such documents.


 


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


 


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


 


Section 29.          Certain
Matters Affecting the Agent.


 


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


 


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


 






    	-45- 



     


    

 


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


 


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


 


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


 


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


 


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


 


Section 30.          Agency.
RESERVED.


 


Section 31.          Resignation
of Agent. The Agent may resign at any time on ten (10) days’ prior notice, so long as a successor Agent, reasonably
satisfactory to the Note Holders (it being agreed that a Servicer, the Certificate Administrator or the Trustee 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.
SG, as Initial Agent, may transfer its rights and obligations to a Servicer, the Certificate Administrator or the Trustee, 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 SG 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 SG or an affiliate thereof (a “SG Entity”)
is the owner of either Non-Lead Securitization Note (the “Owned Note”), such SG Entity shall have the
right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated
notes or additional notes (in either case “New Notes”) reallocating the principal of the Owned Note to such
New Notes; or severing the Owned Note into one or more further “component” notes in the aggregate principal amount
equal to the then outstanding principal balance of the Owned Note provided that (i) the aggregate principal balance of all outstanding
New Notes following such amendments is no greater than the aggregate principal of


 






    	-46- 



     


    

 


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 SG 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.
To the extent that the Owned Note is Note A-1, the SG Entity shall be entitled to designate one of the New Notes to be treated
as Note A-1 for purposes of the determining the Controlling Note Holder, Lead Securitization, Lead Securitization Note, Note A-1
PSA, Note A-1 Securitization and Note A-1 Securitization Date hereunder. If the Lead Securitization Note Holder so requests,
the SG 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 SG Entity, on which
certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the
Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose
of reflecting such reallocation of principal. If more than one New Note is created hereunder, for purposes of exercising the rights
of the Non-Controlling Note Holder hereunder, the Non-Controlling Note Holder of such New Notes shall be as provided in the definition
of such term in this Agreement.


 


[SIGNATURE PAGE FOLLOWS]


 




    	-47- 



     


    

 


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


	 	 	 
	 	Société
Générale,
	 	as Initial Note A-1 Holder
	 	 
	 	By:	/s/ Jim Barnard
	 	 	Name: Jim Barnard
	 	 	Title:   Director











	 	 	 
	 	Société
Générale,
	 	as Initial Note A-2 Holder
	 	 
	 	By:	/s/ Jim Barnard
	 	 	Name: Jim Barnard
	 	 	Title:   Director





	 	 	 
	 	Société
Générale,
	 	as Initial Note A-3 Holder
	 	 
	 	By:	/s/ Jim Barnard
	 	 	Name: Jim Barnard
	 	 	Title:   Director


 


Agreement
Between Note Holders – HOLIDAY INN EXPRESS NASHVILLE – DOWNTOWN


 




    	 



     


    

 


EXHIBIT A



MORTGAGE LOAN SCHEDULE






 


Description of Mortgage Loan


 


	Mortgage Loan Borrower:	Birchmont - H.I. Nashville, LLC
	Date of Mortgage Loan:	June 10, 2016
	Date of Notes:	June 10, 2016
	Original Principal Amount of Mortgage Loan:	$72,500,000
	Principal Amount of Mortgage Loan as of the date hereof:	$72,500,000
	Initial Note A-1 Principal Balance:	$28,200,000
	Initial Note A-2 Principal Balance:	$34,300,000
	Initial Note A-3 Principal Balance	$10,000,000
	Location of Mortgaged Property:	Nashville, TN
	Initial Maturity Date:	July 1, 2026


  




    	A-1 



     


    




 


EXHIBIT B


 


1.        Initial
Note A-1 Holder:


 


(Prior to Securitization of Note A-1):


 


Société Générale

245 Park Avenue

New York, New York 10167

Attention: Jim Barnard



with a copy to:



Société Générale

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: General Counsel


 


(Following Securitization of Note A-1):


 


(i)        Depositor:


 


To be provided following the securitization of Note
A-1.


 


(ii)       Master
Servicer:


 


To be provided following the securitization of Note
A-1.


 


(iii)      Special
Servicer:


 


To be provided following the securitization of Note
A-1.


 


(iv)      Trustee:



To be provided following the securitization of Note A-1.


 


(v)       Certificate
Administrator:


 


To be provided following the securitization of Note
A-1.


 


(v)       Operating
Advisor:


 


To be provided following the securitization of Note
A-1.


 


(v)       Asset
Representations Reviewer:


 


To be provided following the securitization of Note
A-1.


 






    	B-1 



     


    

 


2.        Initial
Note A-2 Holder:


 


(Prior to Securitization of Note A-2):


 


Société Générale

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: Jim Barnard



with a copy to:



Société Générale

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: General Counsel


 


(Following Securitization of Note A-2):


 


(i)          Depositor:


 


SG Commercial Mortgage Securities, LLC

245 Park Avenue

New York, New York 10167

Attention: Jim Barnard


 


with a copy to


 


SG Commercial Mortgage Securities, LLC

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: General Counsel


 


(ii)          Master
Servicer:


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing, MAC D1086-120

550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: SGCMS 2016-C5 Asset Manager

fax number: (704) 715-0036


 






    	B-2 



     


    

 


with a copy to


 


Wells Fargo Bank, National Association

Legal Department

301 South College Street, TW-30, D1053-300

Charlotte, North Carolina 28202-6000

Attention: Commercial Mortgage Servicing Legal Support

fax number: (704) 383-3663


 


with a copy to


 


Mayer Brown LLP

214 North Tryon Street, Suite 3800

Charlotte, North Carolina 28202

Attention: Christopher J. Brady, Esq.


 


(iii)        Special
Servicer:


 


Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller

Facsimile number: (305) 229-6425

E-mail: liat.heller@rialtocapital.com


 


with copies to:



Jeff Krasnoff

Facsimile number: (305) 229-6425

E-mail: jeff.krasnoff@rialtocapital.com;



Niral Shah

Facsimile number: (305) 229-6425

Email: niral.shah@rialtocapital.com;



Adam Singer

facsimile number (305) 229-6425

Email: adam.singer@rialtocapital.com


 


(iv)        Operating
Advisor and Asset Representations Reviewer


 


Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: SGCMS 2016-C5-Surveillance Manager (with a copy sent 

contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 






    	B-3 



     


    

 


(v)         Certificate
Administrator


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services - SGCMS 2016-C5


 


with a copy to:


 


cts.cmbs.bond.admin@wellsfargo.com

trustadministrationgroup@wellsfargo.com


 


(vi)        Trustee:


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: SGCMS 2016-C5


 


with a copy to:


 


CMBSTrustee@wilmingtontrust.com

Facsimile No.: (302) 636-4140


 




    	B-4 



     


    

 


3.          Initial
Note A-3 Holder:


 


(Prior to Securitization of Note A-3):


 


Société Générale

245 Park Avenue

New York, New York 10167

Attention: Jim Barnard



with a copy to:



Société Générale

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: General Counsel


 


(Following Securitization of Note A-3):


 


(i)      Depositor:


 


To be provided following the securitization of Note
A-3.


 


(ii)       Master
Servicer:


 


To be provided following the securitization of Note
A-3.


 


(iii)      Special
Servicer:


 


To be provided following the securitization of Note
A-3.


 


(iv)      Trustee:



To be provided following the securitization of Note A-3.


 


(v)       Certificate
Administrator:


 


To be provided following the securitization of Note
A-3.


 


(v)       Operating
Advisor:


 


To be provided following the securitization of Note
A-3.


 


(v)       Asset Representations
Reviewer:


 


To be provided following the securitization
of Note A-3.


 




    	B-5 



     


    

 


EXHIBIT C



PERMITTED FUND MANAGERS


 


1.          Westbrook
Partners 


2.          DLJ
Real Estate Capital Partners 


3.          iStar
Financial Inc. 


4.          Capital
Trust, Inc. 


5.          Lend-Lease
Real Estate Investments 


6.          Archon
Capital, L.P. 


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


8.          The
Blackstone Group International Ltd. 


9.          Apollo
Real Estate Advisors 


10.        Colony
Capital, Inc. 


11.        Praedium
Group 


12.        J.E.
Roberts Companies 


13.        Fortress
Investment Group, LLC 


14.        Lonestar
Opportunity Fund 


15.        Clarion
Partners 


16.        Walton
Street Capital, LLC 


17.        Starwood
Financial Trust 


18.        BlackRock,
Inc. 


19.        Raith
Capital Partners, LLC 


20.        Rialto
Capital Management LLC 


21.        Rialto
Capital Partners LLC


 






    	C-1