Exhibit 4.9


 


 


EXECUTION VERSION


 








AGREEMENT BETWEEN NOTE HOLDERS




 


Dated as of June 16, 2016



by and between




 


SILVERPEAK REAL ESTATE FINANCE LLC

(Initial Note A-1 Holder)


 


and


 


SILVERPEAK REAL ESTATE FINANCE LLC

(Initial Note A-2 Holder)


 


At Home Portfolio


 






      


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	Section 1	Definitions	2
	Section 2	Servicing
    of the Mortgage Loan	13
	Section 3	Priority
    of Payments	19
	Section 4	Workout	19
	Section 5	Administration
    of the Mortgage Loan	20
	Section 6	Rights
    of the Controlling Note Holder; Rights of the Non-Controlling Note Holder	24
	Section 7	Appointment
    of Special Servicer	27
	Section 8	Payment
    Procedure	27
	Section 9	Limitation
    on Liability of the Note Holders	28
	Section 10	Bankruptcy	29
	Section 11	Representations
    of the Note Holders	29
	Section 12	No
    Creation of a Partnership or Exclusive Purchase Right	30
	Section 13	Other
    Business Activities of the Note Holders	30
	Section 14	Sale
    of the Notes	30
	Section 15	Registration
    of the Notes and Each Note Holder	33
	Section 16	Governing
    Law; Waiver of Jury Trial	34
	Section 17	Submission
    To Jurisdiction; Waivers	34
	Section 18	Modifications	35
	Section 19	Successors
    and Assigns; Third Party Beneficiaries	35
	Section 20	Counterparts	35
	Section 21	Captions	36
	Section 22	Severability	36
	Section 23	Entire
    Agreement	36
	Section 24	Withholding
    Taxes	36
	Section 25	Custody
    of Mortgage Loan Documents	37
	Section 26	Cooperation
    in Securitization	37
	Section 27	Notices	38
	Section 28	Broker	39
	Section 29	Certain
    Matters Affecting the Agent	39
	Section 30	Reserved	39
	Section 31	Resignation
    of Agent	39
	Section 32	Resizing	40







 






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THIS AGREEMENT
BETWEEN NOTE HOLDERS (“Agreement”), dated as of June 16, 2016 by and between SILVERPEAK REAL ESTATE
FINANCE LLC (“Silverpeak”, 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”) and Silverpeak (in
its capacity as initial owner of the Note A-2, the “Initial Note A-2 Holder” and, together with the
Initial Note A-1 Holder, the “Initial Note Holders”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Mortgage Loan Agreement (as defined herein), Silverpeak 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 is evidenced by: (i) one promissory
note in the original principal amount of $18,000,000 (as amended, modified or supplemented, “Note A-1”) made
by the Mortgage Loan Borrower in favor of the Initial Note A-1 Holder and (ii) one promissory note in the original principal amount
of $10,150,000 (as amended, modified or supplemented, “Note A-2” and together with Note A-1, the “Notes”)
made by the Mortgage Loan Borrower in favor of the Initial Note A-2 Holder 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 “At Home Portfolio” (the “Mortgaged Property”);


 


WHEREAS, the Initial
Note A-1 Holder intends to sell, transfer and assign its right, title and interest in and to Note A-1 to SG Commercial Mortgage
Securities, LLC (the “Depositor”), as depositor, pursuant to a Mortgage Loan Purchase Agreement to be dated
as of July 1, 2016, by and between the Depositor, as purchaser, and Initial Note A-1 Holder, as seller, and the Depositor intends
to transfer its right, title and interest in and to Note A-1 to Wilmington Trust, National Association, as trustee for the SG Commercial
Mortgage Securities Trust 2016-C5 under a pooling and servicing agreement, dated as of July 1, 2016 (the “Note A-1 PSA”),
among the Depositor, 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,
paying agent and custodian, and Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer;


 


WHEREAS, the Initial
Note A-2 Holder intends to sell, transfer and assign all or a portion of its right, title and interest in and to Note A-2 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 and the Initial Note A-2 Holder desire to enter into this Agreement to memorialize the terms under which they,
and their successors and assigns, shall hold Note A-1 and Note A-2, 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 Silverpeak Real Estate
Finance LLC, 40 West 57th Street, 29th Floor, New York, New York 10019, Attention: Michael
Schulte, Facsimile number: (646) 560-1745, Email address: mschulte@silverpeakfinance.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 supplements hereto.


 


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


 


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


 


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


 


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


 


“CLO Asset Manager”
with respect to any Securitization Vehicle that is a CLO, 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.


 






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


 


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


 


“Companion Distribution
Account” shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement.


 


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


 


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


 


“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,
the rights of the Controlling Note Holder under this Agreement may be exercised by the “Directing Certificateholder”
or any other party assigned the rights to exercise the rights of the “Controlling Note Holder” hereunder, as and to
the extent provided in the Lead Securitization Servicing Agreement. If at any time 50% or more of Note A-1 is held by the Mortgage
Loan Borrower or an Affiliate of the Mortgage Loan Borrower, the Note A-1 Holder shall not be entitled to exercise any rights of
the Controlling Note Holder and neither the Note A-1 Holder nor any other person shall be entitled to exercise the rights of the
Controlling Note Holder (and if Note A-1 is included in a Securitization, the Note A-1 PSA shall contain limitations on the rights
of the Controlling Note Holder that can be exercised by a certificateholder that is the Mortgage Loan Borrower or has certain relationships
with the Mortgage Loan Borrower).


 


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


 


“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.


 






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


 


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


 


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


 


“Initial Note
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).


 


“Intervening
Trust Vehicle” with respect to any Securitization Vehicle that is a CLO, 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 CLO.


 


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


 


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


 


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


 


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


 


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


 






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“Lead Securitization
Trust” shall mean the trust established under the Note A-1 PSA in connection with the Note A-1 Securitization.


 


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


 


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


 


“Master Servicer
Remittance Date” shall mean (i) with respect to Note A-1, the “Master Servicer Remittance Date” (or analogous
term) as defined in the Lead Securitization Servicing Agreement; and (ii) with respect to Note A-2, the earlier of (a) the “Master
Servicer Remittance Date” (or analogous term) as defined in the Lead Securitization Servicing Agreement or (b) the first
Business Day after the “determination date,” as such term or a similar term is defined in the Note A-2 PSA, provided,
however, that no remittance is required to be made until two Business Days after receipt of the scheduled monthly payment
with respect to the Mortgage Loan.


 


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


 


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


 


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


 


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


 


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


 


“Mortgage Loan
Agreement” shall mean the Loan Agreement, dated as of September 15, 2015, between LCN ATH GULFPORT (MULTI) LLC, as Borrower,
and Silverpeak, as Lender, as the same may be further amended, restated, supplemented or otherwise modified from time to time,
subject to the terms hereof).


 


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


 


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


 


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


 


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


 






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


 


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


 


“Nonrecoverable
Servicing Advance” shall have the meaning assigned to such term (or such equivalent term) in the Lead Securitization
Servicing Agreement.


 


“Non-Controlling
Note Holder” shall mean the Note A-2 Holder; provided that at any time Note A-2 is included in a Securitization,
the consultation and other rights of the “Non-Controlling Note Holder” under this Agreement may be exercised by the
“Directing Certificateholder” under the Non-Lead Securitization Servicing Agreement or any other party assigned the
rights to exercise the rights of the “Non-Controlling Note Holder” hereunder, as and to the extent provided in the
related Non-Lead Securitization Servicing Agreement and as to the identity of which the Lead Securitization Note Holder (and the
Master Servicer and the Special Servicer) has been given written notice.


 


“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 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 “trust advisor”, “operating advisor” or other analogous term under any
Non-Lead Securitization Servicing Agreement.


 


“Non-Lead Securitization
Note” shall mean Note A-2.


 


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


 


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


 


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


 






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


 


“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.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“P&I Advance”
shall mean an advance made by a party to any Securitization Servicing Agreement, in respect of a delinquent monthly debt service
payment on the Note 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 and the Note
A-2 Principal Balance, and (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 and the Note A-2 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.


 






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“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


 


(b)           the
trustee on behalf of the trust certificates issued pursuant to a master trust agreement involving a CLO 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 CLO 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) the Lead Securitization, (b) the creation of collateralized loan obligations (“CLO”)
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 such Securitization; (2) 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 


 






    	 -9-



     


    

 


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 CLO, the CLO Asset Manager and, if applicable, each Intervening Trust
Vehicle that is not administered and managed by a CLO Asset Manager which is a Qualified Institutional Lender, are each a
Qualified Institutional Lender under clauses (i), (ii), (iv) or (v) of this definition, or


 


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


 


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


 


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


 


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


 


“Qualified Trustee”
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.


 






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“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 each of the applicable Rating Agencies shall have confirmed in writing that the occurrence of
the event with respect to which such Rating Agency Confirmation is sought shall not result in a downgrade, qualification or withdrawal
of the applicable rating or ratings ascribed by such Rating Agency to any of the Certificates then outstanding. In the event that
no Certificates are outstanding, any action that would otherwise require a Rating Agency Confirmation shall require the consent
of the holder of Note A-1, which consent shall not be unreasonably withheld, conditioned or delayed.


 


For the purposes of this
Agreement, if any Rating Agency (1) waives, declines or refuses, in writing, 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, or (2) does not reply to such request or responds
in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency
Confirmation and the related timing, notice and other applicable provisions set forth in the Lead Securitization Servicing Agreement
and each Non-Lead Securitization Servicing Agreement, as applicable, have been satisfied, then for such request only, the condition
that such confirmation by such Rating Agency (only) be obtained will be deemed not to apply 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.


 


“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; provided, however, that nothing in this definition suggests or mandates early compliance
with any provision of the rules.


 


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


 






    	 -11-



     


    

 


“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, within the twelve (12) month period prior to the date of determination, such special
servicer has acted as special servicer for one or more loans included in a commercial mortgage loan securitization that was rated
by Moody’s and Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage
securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special
servicer of such commercial mortgage loans, (iv) in the case of Morningstar, such special servicer is currently acting as Special
Servicer on a deal or transaction-level basis for all or a significant portion of the related mortgage loans in one or more other
commercial mortgage-backed securitizations, and Morningstar has not, with respect to any such other transactions, qualified, downgraded
or withdrawn its rating or ratings on one or more classes of securities issued in such transactions, (v) in the case of 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
was 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 sole or
material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation
of a ratings downgrade or withdrawal) of securities in a transaction serviced by such special servicer prior to the time of determination.


 


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


 


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


 


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


 


“Securitization”
shall mean the Note A-1 Securitization or the Note A-2 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 or Note A-2 is held.


 






    	 -12-



     


    

 


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


 


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


 


“Silverpeak”
shall mean Silverpeak Real Estate Finance LLC.


 


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


 


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


 


“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 to this Agreement, the Mortgage Loan shall be serviced from and after the Note
A-1 Securitization


 






    	 -13-



     


    

 


Date, by the Note A-1 Master Servicer and the Note A-1 Special Servicer pursuant to the terms of this Agreement
and the terms of the Note A-1 PSA. 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, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator 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. 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 was 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 master servicer on the Mortgage Loan, and from time to time it (or the Trustee or Special Servicer,
to the extent provided in the Lead Securitization Servicing Agreement) shall make the following advances, subject to the terms
of the Lead Securitization Servicing Agreement and this Agreement: (i) Servicing Advances on the Mortgage Loan and (ii) P&I
Advances on the Lead Securitization Note. The Master Servicer, the Special Servicer and the Trustee, as applicable, will be entitled
to reimbursement for a Servicing Advance, first from funds on deposit in the Collection Account or Companion Distribution
Account for the Mortgage Loan that (in any case) represent amounts received on or in respect of the Mortgage Loan, and then,
in the case of Nonrecoverable Servicing Advances, if


 






    	 -14-



     


    

 


such funds on deposit in the Collection Account or Companion Distribution
Account are insufficient, from general collections of the Lead Securitization as provided in the Lead Securitization Servicing
Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable, 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. Notwithstanding the foregoing,
to the extent the Master Servicer, the Special Servicer or the Trustee, as applicable, obtains funds from general collections of
the Lead Securitization as a reimbursement for a Nonrecoverable Servicing Advance or any Advance Interest on a Servicing Advance
or a Nonrecoverable Servicing Advance, the Non-Lead Securitization Note Holder (including any Securitization Trust into which such
Non-Lead Securitization Note is deposited) shall be required to, promptly following notice from the Master Servicer, reimburse
the Lead Securitization for its pro rata share of such Nonrecoverable Servicing Advance or Advance Interest.


 


In addition, the 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, the Asset Representations Reviewer or the Depositor, as applicable, is entitled to be reimbursed
pursuant to the Lead Securitization Servicing Agreement, to the extent amounts on deposit in the Collection Account or Companion
Distribution Account that are allocated to the related Non-Lead Securitization Note are insufficient for reimbursement of such
amounts. The 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 or the Asset Representations Reviewer, incurred in connection with the provision of services
for the Mortgage Loan) under the Lead Securitization Servicing Agreement (collectively, the “Indemnified Items”)
to the extent of its pro rata share of such Indemnified Items, and to the extent amounts on deposit in the Collection Account
or Companion Distribution Account that are allocated to the related Non-Lead Securitization Note 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 the 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


 






    	 -15-



     


    

 


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 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 determination
with respect to a P&I Advance to be made on the Lead Securitization Note based on the information that they have on hand and
in accordance with the Lead Securitization Servicing Agreement. Any Non-Lead Master Servicer, Non-Lead Special Servicer or Non-Lead
Trustee under any Non-Lead Securitization Servicing Agreement, as applicable, shall be entitled to make its own recoverability
determination with respect to a P&I Advance to be made on the related Non-Lead Securitization Note based on the information
that they have on hand and in accordance with the 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 two Business Days of making such determination.
Each of the Master Servicer and the Trustee, any Non-Lead Master Servicer and any Non-Lead Trustee, as applicable, shall only be
entitled to reimbursement for a P&I Advance that becomes non-recoverable first from the Collection Account or Companion
Distribution Account from amounts allocable to the Note for which such P&I Advance was made, and then, if funds are
insufficient, (i) in the case of the Lead Securitization Note, from general collections of the Lead Securitization Trust, pursuant
to the terms of the Lead Securitization Servicing Agreement and (ii) in the case of the 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)          The
Non-Lead Securitization Note Holder, if the Non-Lead Securitization Note is included in a Securitization, shall cause the applicable
Non-Lead Securitization Servicing Agreement to contain provisions to the effect that:


 


(i)          such
Non-Lead Securitization Note Holder shall be responsible for its pro rata share of any Servicing Advances (and advance interest
thereon) and any “additional


 






    	 -16-



     


    

 


trust fund expenses”, but only to the extent that they relate to servicing and administration
of the Notes and the Mortgaged Property, including without limitation, any unpaid Special Servicing Fees, Liquidation Fees and
Workout Fees relating to the Notes, and that in the event that the funds received with respect to each respective Note are insufficient
to cover such Servicing Advances or “additional trust fund expenses”, (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 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 and/or “additional trust fund expenses”, 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
and/or “additional trust fund expenses”;


 


(ii)        each
of the Indemnified Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required to indemnify
each of such Indemnified Parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of the
Lead Securitization Servicing Agreement and, in the case of the Lead Securitization Trust, to the extent of any “additional
trust fund expenses” with respect to the Mortgage Loan) by any Non-Lead Securitization Trust, 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 “Serviced
Pari Passu Companion Loan Custodial Account” are insufficient for reimbursement of such amounts,
the related Non-Lead Master Servicer will be required to reimburse each of the applicable Indemnified Parties for its pro
rata share of the insufficiency out of general 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, the Asset Representations Reviewer and Master Servicer notice of any
subsequent change in the identity of the Non-Lead Master Servicer or the party designated to exercise the rights of the “Non-Controlling
Note Holder” with respect to such Non-Lead Securitization Note under this Agreement (together with the relevant contact information);
and


 






    	 -17-



     


    

 


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


 


(d)          The
Lead Securitization Servicing Agreement shall provide that:


 


(i)          the
Master Servicer, any primary servicer, the Special Servicer, the Trustee, Certificate Administrator or other party acting as custodian
for the Lead Securitization shall be required to deliver (and shall be required to cause each other servicer and servicing function
participant (within the meaning of Items 1123 and 1122, respectively, of Regulation AB) retained or engaged by it to deliver),
to the parties to any Non-Lead Securitization Servicing Agreement, at the expense of the Non-Lead Securitization Note Holder, in
a timely manner, the reports, certifications, compliance statements, accountants’ assessments and attestations, information
to be included in reports (including, without limitation, Form 15G, Form 10K, Form 10D, Form 8K), and other materials specified
in each of the other Securitization Servicing Agreements as the parties to each Non-Lead Securitization may require in order to
comply with their obligations under the Securities Act of 1933, as amended, Securities Exchange Act of 1934 (including Rule 15Ga-1),
as amended, and Regulation AB, and any other applicable law. As used in this Agreement, “Regulation AB” means Subpart
229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1123, as such may be amended from
time to time, and subject to such clarification and interpretation as have been provided by the United States Securities and Exchange
Commission (the “Commission”) in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518,
70 Fed. Reg. 1,506,1,631 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff
time to time. The Master Servicer, any primary servicer and the Special Servicer, upon prior written request, shall each be required
to provide certification to each certifying person with respect to the Sarbanes-Oxley Certification (or analogous terms) as such
terms are defined in the related Non-Lead Securitization Servicing Agreement;


 


(ii)        the
Master Servicer shall remit all payments received (or advanced) with respect to any Non-Lead Note, net of its Servicing Fee and
any other applicable fees and reimbursements payable to the Master Servicer, the Special Servicer and the Trustee, to the Non-Lead
Holder on the applicable Master Servicer Remittance Date; and


 


(iii)       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 any Non-Lead Securitization
Servicing Agreement.


 


(e)          The
Note A-2 Holder shall provide the Depositor, the Master Servicer and the Special Servicer under the Note A-1 PSA (provided such
party is not also a party to the Note A-2 PSA) notice of the Note A-2 Securitization in writing (which may be by e-mail) promptly
following the Note A-2 Securitization Date. Such notice shall contain contact information for each of the parties to the Note A-2
PSA. In addition, after the Note A-2 Securitization Date, the Note A-2 Holder shall send a copy of the Note A-2 PSA to the


 






    	 -18-



     


    

 


Depositor,
the Master Servicer and the Special Servicer under the Note A-1 PSA (provided such party is not also a party to the Note A-2 PSA).


 


Section
3.          Priority of Payments. Each Note shall be of equal
priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security
therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in
connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the
form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other
collateral or instrument securing the Mortgage Loan, Condemnation Proceeds, or Insurance Proceeds (other than (1) proceeds,
awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan
Borrower in accordance with the terms of the Mortgage Loan Documents, (2) 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, (3) amounts 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, (4) all amounts that are then due, payable or reimbursable (except for (i) reimbursements
of P&I Advances (and interest thereon) on the Lead Securitization Note and (ii) any Servicing Fees due to the Master
Servicer in excess of any Non-Lead Securitization Note’s pro rata share of that portion of such Servicing Fees
calculated at the Servicing Fee Rate applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing
Agreement and (5) Penalty Charges) shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes on
a Pro Rata and Pari Passu Basis.


 


Penalty Charges (as defined
in the Lead Securitization Servicing Agreement) paid shall be allocated to the Notes on a Pro Rata and Pari Passu Basis and applied
first, 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, 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, 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, in the case of the remaining
amount of Penalty Charges, 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


 






    	 -19-



     


    

 


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


 


Section 5.          Administration
of the Mortgage Loan.


 


(a)          Subject
to this Agreement (including but not limited to Section 5(b)) 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 Holder 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, the Non-Lead Securitization Note Holder agrees
that it shall have no right to, and the Note A-2 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) the rights,
if any, that such Note Holder has to, (i) call or cause the Lead Securitization Note Holder to call an Event of Default under the
Mortgage Loan, or (ii) exercise any remedies with respect to the Mortgage Loan or the Mortgage Loan Borrower, including, without
limitation, filing or causing the Lead Securitization Note Holder to file any bankruptcy petition against the Mortgage Loan Borrower.
The Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization
Note Holder) shall not have any fiduciary duty to the 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 irrevocably appoints the Master Servicer, the Special Servicer and the Trustee in the Lead Securitization as such Note Holder’s
attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan
on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Note Holder set forth
herein and in the Lead Securitization Servicing Agreement).


 


Upon the Mortgage
Loan becoming a Defaulted Loan, the Non-Lead Securitization Note Holder hereby acknowledges the right and obligation of the Lead


 






    	 -20-



     


    

 


Securitization Note Holder (or the Special Servicer acting on behalf of the Lead Securitization Note Holder) to sell the Notes
together as notes evidencing one whole loan in accordance with the terms of the Lead Securitization Servicing Agreement. In connection
with any such sale, the Special Servicer shall be required to sell the Notes together as notes evidencing one whole loan and shall
require that all offers be submitted to the Trustee in writing.


 


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 the Non-Lead Securitization Note Holder (provided that such consent is not required
if the Non-Lead Securitization Note Holder is 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 “Subordinate Class Representative”
(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 such Non-Lead Securitization Note Holder 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.


 


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


 






    	 -21-



     


    

 


under the Lead Securitization Servicing 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 Holder the benefit of any representation or warranty made by
the holder of the Lead Securitization Note that sold such Lead Securitization Note into the Lead Securitization or any document
delivery obligation imposed on such Person under any mortgage loan purchase and sale agreement, instrument of transfer or other
document or instrument that may be executed or delivered by such Person in connection with the Lead Securitization.


 


(b)          The
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 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 the Non-Lead Securitization Note Holder (or its related Note Holder
Representative), within the same time frame it is required to provide to the Directing Certificateholder (for this purpose, without
regard to whether such items are actually required to be provided to the Directing Certificateholder under the Lead Securitization
Servicing Agreement due to the expiration of a Control Termination Event or a Consultation Termination Event) and


 


(ii) to
consult with the Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) on a strictly non-binding basis,
to the extent having received such notices, information and reports, such Non-Controlling Note Holder (or its Non-Controlling Note
Holder Representative) requests consultation with respect to any such Major Decisions or the implementation of any recommended
actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such
Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative); provided that after the expiration of a
period of ten (10) Business Days from the delivery to such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative)
by the Lead Securitization Note Holder of written notice of a proposed action, together with copies of the notice, information
and report required to be provided to the 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).


 






    	 -22-



     


    

 


Notwithstanding the
consultation rights of the 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 the Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative).


 


In addition to the consultation
rights of the Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) provided for above, the Non-Controlling
Note Holder shall have the right to attend annual meetings (which may be held telephonically or in person, in the discretion of
the Master Servicer) 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.


 


(c)          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.


 


In the event that one
of the Notes is included in a REMIC and the other is not, such other Note Holder shall not be required to reimburse such Note Holder
or any other Person for payment of (i) any taxes imposed on such REMIC, (ii) any costs or expenses relating to the administration
of such REMIC or to any determination respecting the amount, payment or avoidance of any tax under such REMIC or (iii) any advances
for any of the foregoing or any interest thereon or for deficits in other items of disbursement or income resulting from the use
of funds for payment of any such taxes, costs or expenses or advances, nor shall any disbursement


 






    	 -23-



     


    

 


or payment otherwise distributable
to any other Note Holder be reduced to offset or make-up any such payment or deficit.


 


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


 


Section 6.          Rights
of the Controlling Note Holder; Rights of the Non-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. When exercising its various rights under Section 5 and elsewhere in this Agreement, the Controlling
Note Holder may, at its option, in each case, act through the Controlling Note Holder Representative. The Controlling Note Holder
Representative may be any Person (other than the Mortgage Loan Borrower, its principal or any Affiliate of the Mortgage Loan Borrower),
including, without limitation, the Controlling Note Holder, any officer or employee of the Controlling Note Holder, any affiliate
of the Controlling Note Holder or any other unrelated third party. No such Controlling Note Holder Representative shall owe any
fiduciary duty or other duty to any other Person (other than the Controlling Note Holder). All actions that are permitted to be
taken by the Controlling Note Holder under this Agreement may be taken by the Controlling Note Holder Representative acting on
behalf of the Controlling Note Holder. No Servicer acting on behalf of the Lead Securitization Note Holder shall be required to
recognize any Person as a Controlling Note Holder Representative until the Controlling Note Holder has notified 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


 






    	 -24-



     


    

 


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. So long as a Control Termination Event is in effect pursuant to the
terms of the Lead Securitization Servicing Agreement, the Controlling Note Holder Representative shall be the Directing Certificateholder.


 


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 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.


 


(b)          The
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”). For the purposes of this Section 6(b), all of the provisions relating to Controlling Note Holder
and the Controlling Note Holder Representative set forth in Section 6(a) (except those contained in the last sentence of the first
paragraph thereof) shall be deemed to apply to the Non-Controlling Note Holder and the Non-Controlling Note Holder Representative,
respectively.


 


For so long as Note A-2
is included in the Note A-2 Securitization, the “Directing Certificateholder” under the Note A-2 PSA shall be the Non-Controlling
Note Holder Representative.


 






    	 -25-



     


    

 


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


 


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.


 


(c)          The
Controlling Note Holder (or its Controlling Note Holder Representative) shall have, with respect to the Mortgage Loan, all of the
same rights and powers of the Directing Ceritificateholder under the Lead Securitization Servicing Agreement with respect to the
other mortgage loans included in the Lead Securitization, including without limitation, the right to consent and/or consult regarding
Major Decisions and other servicing matters, the right to advise (1) the Special Servicer with respect to all Specially Serviced
Loans and (2) the Special Servicer with respect to non-Specially Serviced Loans as to all matters for which the Master Servicer
must obtain the consent or deemed consent of the Special Servicer, and the right to direct the Special Servicer to take, or to
refrain from taking, such other actions with respect to the Mortgage Loan as the Directing Ceritificateholder may deem advisable
or as to which provision is otherwise made therein, in each case subject to the terms and conditions of the Lead Securitization
Servicing Agreement.


 


(d)          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 Holder,
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


 






    	 -26-



     


    

 


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 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 or Companion Distribution Account.


 


Section 8.          Payment
Procedure.


 


(a)          The
Lead Securitization Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account
or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs the Master


 






    	 -27-



     


    

 


Servicer,
in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Lead Securitization Servicing
Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Lead Securitization Servicing
Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for
deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note
A-1 and Note A-2 by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 Holder, respectively; provided
that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by
the Master Servicer to such accounts within the time period specified in the 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 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 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 the Non-Lead Securitization Note Holder before the Lead
Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note Holder
is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within five
(5) Business Days of its payment to such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at
the Lead Securitization Note Holder’s request, promptly return that payment to the Lead Securitization Note Holder.


 


(d)          Each
Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan
in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this
Agreement and the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any
amounts due hereunder from the 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. Subject to
the terms of the Lead Securitization Servicing Agreement governing Servicer liability, each Note Holder shall have no
liability to any other Note Holder with respect to its Note except with respect to


 






    	 -28-



     


    

 


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


 


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


 


Section
11.           Representations of the Note Holders. Each Note
Holder represents and warrants that the execution, delivery and performance of this Agreement is within its corporate powers,
has been duly authorized by all necessary corporate action, and does not


 






    	 -29-



     


    

 


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 whatsoever to offer to the 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 the 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 Holder 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, participate, hypothecate, contribute, encumber or
otherwise dispose (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other similar agreement,


 






    	 -30-



     


    

 


excluding a repo financing or a Pledge in accordance with Section 14(d)) of a 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 to a Securitization as to which the related pooling and servicing or similar agreement requires the parties
thereto to comply with this Agreement or in accordance with the immediately following sentence) and (y) a copy of the assignment
and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof,
to an entity that is not a Qualified Institutional Lender, it must first obtain the consent of the non-transferring Note Holder
and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, 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. Notwithstanding the foregoing, without the non-transferring Note Holder’s
prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization
Trust, 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 the 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 any other Person, to Transfer 49% or less (in the aggregate)
of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of Note
A-1 together with Note A-2, 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


 






    	 -31-



     


    

 


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 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


 






    	 -32-



     


    

 


of such other Note Holder’s or Servicer’s compliance with any
Redirection Notice believed by any Servicer or such other Note Holder to have been delivered by a Note Pledgee. Note Pledgee shall
be permitted to exercise fully its rights and remedies against the pledging Note Holder to such Note Pledgee (and accept an assignment
in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Note Holders
and any Servicer shall recognize such Note Pledgee (and any transferee other than the Mortgage Loan Borrower or any Affiliate thereof
which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Note Pledgee or any transfer in
lieu of foreclosure), and its successor and assigns, as the successor to the pledging Note Holder’s rights, remedies and
obligations under this Agreement, and any such Note Pledgee or Qualified Institutional Lender shall assume in writing the obligations
of the pledging Note Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such
Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The rights of a Note Pledgee under this Section
14(c) shall remain effective as to any Note Holder (and any Servicer) unless and until such Note Pledgee shall have notified any
such Note Holder (and any Servicer, as applicable) in writing that its interest in the pledged Note has terminated.


 


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


 


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


 


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


 


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


 


(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


 






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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 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


 






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AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;


 


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


 


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


 


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


 


Section
18.          Modifications. This Agreement shall not be modified,
cancelled or terminated except by an instrument in writing signed by each Note Holder. Additionally, for as long as any Note
is contained in a Securitization Trust, the Note Holders shall not amend or modify this Agreement without first 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, or (iii) that addresses the creation of New Notes in accordance with Section 32 hereof.


 


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 and 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


 






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


 


(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


 






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cost and expense, shall
defend any claim or action relating to the foregoing indemnification using counsel selected by the Lead Securitization Note Holder.


 


(c)          Each
Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) represents (for the benefit of the
Mortgage Loan Borrower) that it is not a Non-Exempt Person and that neither the Lead Securitization Note Holder nor the Mortgage
Loan Borrower is obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise
pursuant to this Agreement. Contemporaneously with the execution of this Agreement and from time to time as necessary during the
term of this Agreement, each Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) shall
deliver to the Lead Securitization Note Holder or Servicer, as applicable, evidence satisfactory to the Lead Securitization Note
Holder substantiating that such Note Holder is not a Non-Exempt Person and that the Lead Securitization Note Holder is not obligated
under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise under this Agreement.
Without limiting the effect of the foregoing, (i) if a Note Holder is created or organized under the laws of the United States,
any state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the
Lead Securitization Note Holder an Internal Revenue Service Form W-9 and (ii) if a Note Holder is not created or organized under
the laws of the United States, any state thereof or the District of Columbia, and if the payment of interest or other amounts by
the Mortgage Loan Borrower is treated for United States income tax purposes as derived in whole or part from sources within the
United States, such Note Holder shall satisfy the requirements of the preceding sentence by furnishing to the Lead Securitization
Note Holder Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments) 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-1 Securitization Date, the originals of all of the Mortgage Loan Documents (other than Note A-2) shall be held by the
Initial Agent 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) shall be 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 the Lead 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


 






    	 -37-



     


    

 


may be reasonably required in the
marketplace or by the Rating Agencies in connection with the Lead 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 Lead Securitization; provided, however,
that in connection with the Lead Securitization, no Non-Lead Securitization Note Holder shall be required to modify or amend this
Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification
or amendment would (i) change the interest allocable to, or the amount of any payments due to or priority of such payments to,
such Non-Lead Securitization Note Holder or (ii) materially increase such Non-Lead Securitization Note Holder’s obligations
or materially decrease such Non-Lead Securitization Note Holder’s rights, remedies or protections. The Non-Lead Securitization
Note 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 or has
been 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, at the Non-Lead Securitization Note Holder’s sole cost and expense, 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 such Non-Lead Securitization Note Holder’s preparation of disclosure materials in connection with a Securitization.


 


Upon request, the Lead
Securitization Note Holder shall deliver to the Non-Lead Securitization Note Holder 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.


 






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


 


Section 29.          Certain
Matters Affecting the Agent.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 30.          Reserved.


 


Section
31.          Resignation of Agent. The Agent may resign at any time
on ten (10) days’ prior notice, so long as a successor Agent, reasonably satisfactory to the Note Holders (it being
agreed that a Servicer, the 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. Silverpeak, 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 Silverpeak without any further notice or
other action. The termination or resignation of such Master Servicer, as Master Servicer under the Lead Securitization
Servicing


 






    	 -39-



     


    

 


Agreement, shall be deemed a termination or resignation of
such Master Servicer as Agent under this Agreement.


 


Section
32.          Resizing. Notwithstanding any other provision of this
Agreement, for so long as Silverpeak or an affiliate thereof (a “Silverpeak Entity”) is the owner of the
Non-Lead Securitization Note (the “Owned Note”), such Silverpeak Entity shall have the right, subject to
the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or
additional notes (in either case “New Notes”) reallocating the principal of the Owned Note to such New
Notes; or severing the Owned Note into one or more further “component” notes in the aggregate principal
amount equal to the then outstanding principal balance of the Owned Note provided that (i) the aggregate principal balance of
all outstanding New Notes following such amendments is no greater than the aggregate principal of the Owned Note prior to
such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such
amendments, (iii) all Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be
automatically subject to the terms of this Agreement, (iv) the Silverpeak Entity holding the New Notes shall notify the Lead
Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in
writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not
violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Silverpeak 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 Silverpeak 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]


 






    	 -40-



     


    

 


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


 





 


	 	SILVERPEAK REAL ESTATE FINANCE LLC, as Initial Note A-1 Holder
	 	 	 
		By:	/s/ Michael Schulte
	 	 	Name: Michael Schulte

Title: Authorized Signatory



 


	 	SILVERPEAK
REAL ESTATE FINANCE LLC, as Initial Note A-2 Holder
	 	 	 
		By:	/s/ Michael Schulte
	 	 	Name: Michael Schulte

Title: Authorized Signatory



 





(Agreement Between Note Holders
– At Home Portfolio) 







 






    	



     


    

  


EXHIBIT A



MORTGAGE LOAN SCHEDULE


 


Description of Mortgage Loan


 


	Mortgage Loan Borrower:	LCN ATH GULFPORT (MULTI) LLC
	Date of Mortgage Loan:	September 15, 2015
	Date of Notes:	June 16, 2016
	Original Principal Amount of Mortgage Loan:	$28,150,000
	Principal Amount of Mortgage Loan as of the date hereof:	$28,150,000
	Initial Note A-1 Principal Balance:	$18,000,000
	Initial Note A-2 Principal Balance:	$10,150,000
	Location of Mortgaged Properties:	
         

        15065 Creosote Road, Gulfport, Mississippi 39503

         

        2650 West Interstate 20, Grand Prairie, Texas 75052

         

        1600 West Kelly Avenue, McAllen, Texas 78577

         

        2244 South Reynolds Road, Toledo, Ohio 43614

         

        642 South Walnut Avenue, New Braunfels, Texas 78130 

	Initial Maturity Date:	October 6, 2045


 






    	 A-1



     


    

  


EXHIBIT B


 


Initial Note A-1 Holder and Initial Note A-2 Holder:


 


(Prior to Securitization of Note A-1): 


Silverpeak Real Estate Finance LLC 


40 West 57th Street, 29th Floor 


New York, New York 10019

Attention: Michael Schulte



with a copy to:


 


Cadwalader, Wickersham & Taft LLP 


200 Liberty Street 


New York, New York 10281 


Attention: Jeffrey Rotblat, Esq. 


 






    	 B-1



     


    

 


EXHIBIT C



PERMITTED FUND MANAGERS


 


		1.	Apollo Real Estate Advisors






		2.	Archon Capital, L.P.






		3.	BlackRock, Inc.






		4.	The Blackstone Group International Ltd.






		5.	Capital Trust, Inc.






		6.	Clarion Partners






		7.	Colony Capital, Inc.






		8.	DLJ Real Estate Capital Partners






		9.	Fortress Investment Group, LLC






		10.	iStar Financial Inc.






		11.	J.E. Roberts Companies






		12.	Lend-Lease Real Estate Investments






		13.	Lonestar Opportunity Fund






		14.	Praedium Group






		15.	Rialto Capital Advisors, LLC






		16.	Rialto Capital Management LLC






		17.	Starwood Financial Trust






		18.	Walton Street Capital, LLC






		19.	Westbrook Partners






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



 






    	 Schedule I-1