Exhibit 4.13 


 


EXECUTION
VERSION




 


AGREEMENT BETWEEN NOTE HOLDERS


 


Dated as of June 17, 2016


 


by and between


 


SPREF WH III LLC

(Initial Note A-1 Holder),


 


SPREF WH III LLC

(Initial Note A-2 Holder),


 


SPREF WH III LLC

(Initial Note A-3 Holder)


 


and


 


SPREF WH III LLC

(Initial Note A-4 Holder)


 


Peachtree Mall


 






    


     

    

 


TABLE OF CONTENTS


 





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







 






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THIS AGREEMENT BETWEEN NOTEHOLDERS
(“Agreement”), dated as of June 17, 2016 by and between SPREF WH III LLC (“SPREF”, 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”), SPREF (in its capacity as initial owner of the Note A-2, the “Initial
Note A-2 Holder”), SPREF (in its capacity as initial owner of the Note A-3, the “Initial Note A-3 Holder”),
SPREF (in its capacity as initial owner of the Note A-4, the “Initial Note A-4 Holder” and, together with the
Initial Note A-1 Holder, the Initial Note A-2 Holder and the Initial Note A-3 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 Real Estate Finance LLC (“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, inter alia, by: (i) one promissory note in the original principal amount of $23,750,000 (as amended,
modified or supplemented, “Note A-1”) made by the Mortgage Loan Borrower in favor of the Initial Note A-1
Holder, (ii) one promissory note in the original principal amount of $15,152,780.23 (as amended, modified or supplemented, “Note A-2”)
made by the Mortgage Loan Borrower in favor of the Initial Note A-2 Holder, (iii) one promissory note in the original principal
amount of $26,250,000.00 (as amended, modified or supplemented, “Note A-3”) made by the Mortgage Loan Borrower
in favor of the Initial Note A-3 Holder and (iv) one promissory note in the original principal amount of $15,152,780.23 (as
amended, modified or supplemented, “Note A-4” and together with Note A-1, Note A-2 and Note A-3,
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 “Peachtree Mall” (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-3
Holder intends to sell, transfer and assign all or a portion of its right, title and interest in and to Note A-3 to a depositor
who will in turn transfer the same to a trust as part of the securitization of one or more mortgage loans;


 






    


     

    

 


WHEREAS, the Initial Note A-4
Holder intends to sell, transfer and assign all or a portion of its right, title and interest in and to Note A-4 to a depositor
who will in turn transfer the same to a trust as part of the securitization of one or more mortgage loans; and


 


WHEREAS, the Initial Note A-1
Holder, the Initial Note A-2 Holder, the Initial Note A-3 Holder and the Initial Note A-4 Holder desire to enter
into this Agreement to memorialize the terms under which they, and their successors and assigns, shall hold Note A-1, Note A-2,
Note A-3 and Note A-4, 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.


 






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“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.


 


“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 Class Representative”
shall have the meaning assigned to the term “Directing Certificateholder” in the Lead Securitization Servicing Agreement.


 


“Controlling Note Holder”
shall mean the Note A-3 Holder; provided that at any time Note A-3 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-3 is held by the Mortgage Loan Borrower or
an Affiliate of the Mortgage Loan Borrower, the Note A-3 Holder shall not be entitled to exercise any rights of the Controlling
Note Holder and neither the Note A-3 Holder nor any other person shall be entitled to exercise the rights of the Controlling Note
Holder (and if Note A-3 is included in a Securitization, the Note A-3 PSA shall contain limitations on the rights of the Controlling
Note Holder that can be


 






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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 Note A-3 Securitization or the Note A-4 Securitization, the depositor under the Note A-2
PSA, the Note A-4 PSA or the Note A-4 PSA, as applicable.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Initial Note A-4 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


 






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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 shall mean (i) during the period from and after the Note A-1 Securitization Date and prior to the Note A-3 Securitization
Date, the Note A-1 Securitization, and (ii) on and after the Note A-3 Securitization Date, the Note A-3 Securitization.


 


“Lead Securitization Note”
shall mean (i) during the period from and after the Note A-1 Securitization Date and prior to the Note A-3 Securitization Date,
Note A-1, and (ii) on and after the Note A-3 Securitization Date, Note A-3.


 


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


 


“Lead Securitization Servicing
Agreement” shall mean (i) during the period from and after the Note A-1 Securitization Date and prior to the Note A-3
Securitization Date, the Note A-1 PSA, (ii) on and after the Note A-3 Securitization Date, the Note A-3 PSA, and (iii) on and after
the date on which the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the
“Lead Securitization Servicing Agreement” shall be determined in accordance with the second paragraph of Section 2(a).


 


“Lead Securitization Subordinate
Class Representative” shall mean the “Controlling Class Representative” or other analogous term used in the
Lead Securitization Servicing Agreement.


 


“Lead Securitization Trust”
shall mean the trust established under the Lead Securitization Servicing Agreement.


 


“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.


 






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“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 Note A-1 PSA;


 


(ii)          with respect to Note A-2,
(a) prior to the Note A-2 Securitization, the Business Day after each Determination Date (as defined in the Note A-1 PSA), and
(b) from and after the Note A-2 Securitization, the second Business Day before the “servicer remittance date,” as such
term or a similar term is defined in the Note A-1 PSA (as long as such date is at least two Business Days after receipt of the
Monthly Payment);


 


(iii)         with respect to Note A-3,
(a) prior to the Note A-3 Securitization, the Business Day after each Determination Date (as defined in the Note A-1 PSA), and
(b) from and after the Note A-3 Securitization, the second Business Day before the “servicer remittance date,” as such
term or a similar term is defined in the Note A-3 PSA (as long as such date is at least two Business Days after receipt of the
Monthly Payment); and


 


(iv)         with respect to Note A-4, (a)
prior to the Note A-4 Securitization, the Business Day after each Determination Date (as defined in the Note A-1 PSA), and (b)
from and after the Note A-4 Securitization, the second Business Day before the “servicer remittance date,” as such
term or a similar term is defined in the Note A-4 PSA (as long as such date is at least two Business Days after receipt of the
Monthly Payment).


 


“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 November 24, 2015, between Peachtree Mall L.L.C., 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.


 






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


 


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


 


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


 


“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-1 Holder, the Note A-2 Holder or the Note A-4 Holder, as applicable; provided that
at any time each of Note A-2, Note A-3 or Note A-4 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 any Non-Lead Securitization Servicing Agreement.


 


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


 


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


 


“Non-Lead Securitization Note”
shall mean (i) during the period from and after the Note A-1 Securitization Date and prior to the Note A-3 Securitization Date,
Note A-2, Note


 






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A-3 and Note A-4, as applicable, and (ii) on and after the Note A-3 Securitization Date, Note A-1, Note A-2 and
Note A-4, as applicable.


 


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


 


“Non-Lead Securitization Servicing
Agreement” shall mean (i) during the period from and after the Note A-1 Securitization Date and prior to the Note A-3
Securitization Date, the “pooling and servicing agreement(s)” entered into in connection with the Securitization of
Note A-2, Note A-3 or Note A-4, as applicable and (ii) on and after the Note A-3 Securitization Date, the “pooling
and servicing agreement(s)” entered into in connection with the Securitization of Note A-1, Note A-2 or Note A-4,
as applicable.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Note A-1 PSA”
shall 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.


 






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“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.


 


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


 


“Note A-3 Holder”
shall mean the Initial Note A-3 Holder or any subsequent holder of Note A-2, as applicable.


 


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


 


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


 


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


 






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


 


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


 


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


 


“Note A-3 Trustee”
shall mean the trustee under the Note A-3 PSA.


 


“Note A-3 Trust Fund”
shall mean the trust formed pursuant to the Note A-3 PSA.


 


“Note A-4”
shall have the meaning assigned to such term in the recitals.


 


“Note A-4 Holder”
shall mean the Initial Note A-4 Holder or any subsequent holder of Note A-4, as applicable.


 


“Note A-4 Master Servicer”
shall mean the master servicer under the Note A-4 PSA.


 


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


 


“Note A-4 PSA”
shall mean the “pooling and servicing agreement” entered into in connection with the Note A-4 Securitization.


 


“Note A-4 Securitization”
shall mean the first sale by the Note A-4 Holder of all or a portion of Note A-4 to a depositor, who will in turn include
such portion of Note A-4 as part of the securitization of one or more mortgage loans.


 


“Note A-4 Securitization
Date” shall mean the closing date of the Note A-4 Securitization.


 


“Note A-4 Special Servicer”
shall mean the special servicer under the Note A-4 PSA.


 


“Note A-4 Trustee”
shall mean the trustee under the Note A-4 PSA.


 


“Note A-4 Trust Fund”
shall mean the trust formed pursuant to the Note A-4 PSA.


 


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


 






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“Note Holders” shall
mean collectively, the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-4 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, Note A-2, Note A-3 and Note A-4.


 


“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, (i) with respect to the Note A-1 Holder, a fraction, expressed as a percentage, the numerator of which is the
Note A-1 Principal Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2
Principal Balance, the Note A-3 Principal Balance and the Note A-4 Principal Balance, (ii) with respect to the Note A-2
Holder, a fraction, expressed as a percentage, the numerator of which is the Note A-2 Principal Balance and the denominator
of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance
and the Note A-4 Principal Balance, (iii) with respect to the Note A-3 Holder, a fraction, expressed as a percentage,
the numerator of which is the Note A-3 Principal Balance and the denominator of which is the sum of the Note A-1 Principal
Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance and the Note A-4 Principal Balance, and
(iv) with respect to the Note A-4 Holder, a fraction, expressed as a percentage, the numerator of which is the Note A-4
Principal Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance,
the Note A-3 Principal Balance and the Note A-4 Principal Balance.


 


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


 


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


 


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


 






    -11- 


     

    

 


“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 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


 






    -12- 


     

    

 


(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.


 


“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.


 






    -13- 


     

    

 


“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).


 


“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


 






    -14- 


     

    

 


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, the Note A-2 Securitization, the Note A-3 Securitization or the Note A-4
Securitization, as applicable.


 


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


 


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


 


“Securitization Trust”
shall mean a trust formed pursuant to a Securitization pursuant to which Note A-1, Note A-2, Note A-3 or Note A-4
is held.


 


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


 


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


 


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


 






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“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 as follows: (i) from and after the Note A-1 Securitization
Date, but prior to the Note A-3 Securitization Date, by the Note A-1 Master Servicer and the Note A-1 Special Servicer pursuant
to the terms of this Agreement and the terms of the Note A-1 PSA; and (ii) from and after the Note A-3 Securitization Date, by
the Note A-3 Master Servicer and the Note A-3 Special Servicer pursuant to the terms of this Agreement and the Note A-3 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


 






    -16- 


     

    

 


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 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


 






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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 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,


 






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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 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


 






    -19- 


     

    

 


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);


 


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


 


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


 


(d)          The Lead Securitization
Servicing Agreement shall contain the provisions and comply with the terms set forth on Schedule I to this Agreement.


 






    -20- 


     

    

 


(e)          Each of the Note A-2
Holder and the Note A-4 Holder shall provide the Depositor, the Master Servicer and the Special Servicer under the Note A-3
PSA (provided such party is not also a party to the Note A-2 PSA or the Note A-4 PSA, as applicable) notice of the Note A-2
Securitization or the Note A-4 Securitization, as applicable, in writing (which may be by e-mail) promptly following the Note A-2
Securitization Date or the Note A-4 Securitization Date, as applicable. Such notice shall contain contact information for
each of the parties to the Note A-2 PSA or the Note A-4 PSA, as applicable. In addition, after the Note A-2 Securitization
Date and the Note A-4 Securitization Date, the Note A-2 Holder or the Note A-4 Holder, as applicable, shall send
a copy of the Note A-2 PSA or Note A-4 PSA to the Depositor, the Master Servicer and the Special Servicer under the Note A-3
PSA (provided such party is not also a party to the Note A-2 PSA or the Note A-4 PSA, as applicable).


 


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


 






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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 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 Non-Lead Securitization Note Holders each hereby presently and irrevocably assigns and conveys to the Lead Securitization
Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder)
the rights, if any, that such Note Holder has to, (i) call or cause the Lead Securitization Note Holder to call an Event of
Default under the Mortgage Loan, or (ii) exercise any remedies with respect to the Mortgage Loan or the Mortgage Loan Borrower,
including, without limitation, filing or causing the Lead Securitization Note Holder to file any bankruptcy petition against the
Mortgage Loan Borrower. The Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting
on behalf of the Lead Securitization Note Holder) shall not have any fiduciary duty to 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).


 






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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 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 Holders unless the Special Servicer has delivered to such
Non-Lead Securitization Note Holders: (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 Holders 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 Holders 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-Lead Securitization
Note Holders and any Non-Controlling Note Holder Representative shall be permitted to bid at any sale of the Mortgage Loan unless
such Person is the Mortgage Loan Borrower or an agent or Affiliate of the Mortgage Loan Borrower.


 


Each 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


 






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direction of the Lead Securitization Note Holder in connection with the consummation of any such sale.


 


The authority of the Lead
Securitization Note Holder to sell the Non-Lead Securitization Note, and the obligations of any other Note Holder to execute and
deliver instruments or deliver the related Note upon request of the Lead Securitization Note Holder, shall terminate and cease
to be of any further force or effect upon the date, if any, upon which the Lead Securitization Note is repurchased by the holder
of such Lead Securitization Note that sold such Lead Securitization Note into such Securitization from the trust fund established
under the Lead Securitization 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 Lead Securitization Subordinate Class Representative pursuant
to the Lead Securitization Servicing Agreement with respect to any Major Decisions or the implementation of any recommended actions
outlined in an Asset Status Report relating to the Mortgage Loan, to the Non-Lead Securitization Note Holder (or its related Note
Holder Representative), within the same time frame it is required to provide to the Lead Securitization Subordinate Class Representative
(for this purpose, without regard to whether such items are actually required to be provided to the Lead Securitization Subordinate
Class Representative under the Lead Securitization Servicing Agreement due to the 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 Lead Securitization Subordinate Class Representative, the Lead


 






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Securitization Note Holder (or the Master Servicer or the
Special Servicer acting on its behalf) shall no longer be obligated to consult with such Non-Controlling Note Holder (or its Non-Controlling
Note Holder Representative), whether or not such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative)
has responded within such ten (10) Business Day period (unless, the Lead Securitization Note Holder (or the Master Servicer or
the Special Servicer acting on its behalf) proposes a new course of action that is materially different from the action previously
proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from the date of such proposal and delivery
of all information relating thereto).


 


Notwithstanding the consultation rights
of 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


 






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


 






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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 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 Lead Securitization Subordinate Class Representative.


 


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


 






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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) and (b) (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 the Note A-3 Holder
is the Controlling Note Holder and Note A-1, Note A-2 or Note A-4, as applicable are included in the Note A-1 Securitization, the
Note A-2 Securitization or the Note A-4 Securitization, the “Directing Certificateholder” or similar party under the
Note A-1 PSA, the Note A-2 PSA or the Note A-4 PSA, as applicable shall be the Non-Controlling Note Holder Representative.


 


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 any of Note A-1, Note A-2 or Note A-4 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


 






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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 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


 






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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, the Note A-2 Holder, the Note A-3 Holder and the Note A-4 Holder hereby directs the
Master 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, Note A-2, Note A-3 and Note A-4 by wire transfer to accounts maintained by the Note A-1 Holder, the Note A-2 Holder,
the Note A-3 Holder and the Note A-4 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.


 






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(d)          Each Note Holder agrees
that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable
share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the Lead Securitization
Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder from 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 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,


 






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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 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


 






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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, 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, Note A-3 and Note A-4, 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


 






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which is owned directly
or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization
Trust.


 


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


 


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


 


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


 






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notice of default under this Agreement simultaneously with the giving of same
to the pledging Note Holder; (v) that such other Note Holder shall deliver to Note Pledgee such estoppel certificate(s) as
Note Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory
to such other Note Holder; and (vi) that, upon written notice (a “Redirection Notice”) to each other Note
Holder and any Servicer by such Note Pledgee that the pledging Note Holder is in default, beyond any applicable cure periods, under
the pledging Note Holder’s obligations to such Note Pledgee pursuant to the applicable credit agreement between the pledging
Note Holder and such Note Pledgee (which notice need not be joined in or confirmed by the pledging Note Holder), and until such
Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee shall be entitled to receive any payments that
any Note Holder or Servicer would otherwise be obligated to pay to the pledging Note Holder from time to time pursuant to this
Agreement or the Lead Securitization Servicing Agreement. Any pledging Note Holder hereby unconditionally and absolutely releases
each other Note Holder and any Servicer from any liability to the pledging Note Holder on account of such other Note Holder’s
or Servicer’s compliance with any Redirection Notice believed by any Servicer or such other Note Holder to have been delivered
by a Note Pledgee. Note Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Note Holder to
such Note Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and
this Agreement. In such event, the Note Holders and any Servicer shall recognize such Note Pledgee (and any transferee other than
the Mortgage Loan Borrower or any Affiliate thereof which is also a Qualified Institutional Lender at any foreclosure or similar
sale held by such Note Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, as the successor to the
pledging Note Holder’s rights, remedies and obligations under this Agreement, and any such Note Pledgee or Qualified Institutional
Lender shall assume in writing the obligations of the pledging Note Holder hereunder accruing from and after such Transfer (i.e.,
realization upon the collateral by such Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The
rights of a Note Pledgee under this Section 14(c) shall remain effective as to any Note Holder (and any Servicer) unless and
until such Note Pledgee shall have notified any such Note Holder (and any Servicer, as applicable) in writing that its interest
in the pledged Note has terminated.


 


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


 


(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;


 






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


 


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


 


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


 


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


 






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THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CHOICE OF LAW RULES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH OF THE PARTIES HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT.


 


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


 


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


 


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


 


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


 


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


 


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


 






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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 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


 






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


 


(c)          Each Note Holder (to
the extent it is not the same entity as the Lead Securitization Note Holder) represents (for the benefit of the Mortgage Loan Borrower)
that it is not a Non-Exempt Person and that neither the Lead Securitization Note Holder nor the Mortgage Loan Borrower is obligated
under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise pursuant to this Agreement.
Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of this Agreement, each
Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) shall deliver to the Lead Securitization
Note Holder or Servicer, as applicable, evidence satisfactory to the Lead Securitization Note Holder substantiating that such Note
Holder is not a Non-Exempt Person and that the Lead Securitization Note Holder is not obligated under applicable law to withhold
Taxes on sums paid to it with respect to the Mortgage Loan or otherwise under this Agreement. Without limiting the effect of the
foregoing, (i) if a Note Holder is created or organized under the laws of the United States, any state thereof or the District
of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the Lead Securitization Note Holder an
Internal Revenue Service Form W-9 and (ii) if a Note Holder is not created or organized under the laws of the United States,
any state thereof or the District of Columbia, and if the payment of interest or other amounts by the Mortgage Loan Borrower is
treated for United States income tax purposes as derived in whole or part from sources within the United States, such Note Holder
shall satisfy the requirements of the preceding sentence by furnishing to the 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, Note A-3 and Note A-4)
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


 






    -39- 


     

    

 


Loan Documents (other than Note A-2, Note A-3 and Note A-4) 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 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.


 






    -40- 


     

    

 


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.


 


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.


 






    -41- 


     

    

 


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 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 SPREF 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.


 






    -42- 


     

    

 


[SIGNATURE PAGE FOLLOWS]


 






    -43- 


     

    

 


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





	 	 	 
	 	SPREF WH III LLC, as Initial Note A-1 Holder
	 	 	 
	 	By:	/s/ Michael Schulte
	 	 	Name: Michael Schulte
	 	 	Title: Authorized Signatory
	 	 	 
	 	SPREF WH III LLC, as Initial Note A-2 Holder
	 	 	 
	 	By:	/s/ Michael Schulte
	 	 	Name: Michael Schulte
	 	 	Title: Authorized Signatory
	 	 	 
	 	SPREF WH III LLC, as Initial Note A-3 Holder
	 	 	 
	 	By:	/s/ Michael Schulte
	 	 	Name: Michael Schulte
	 	 	Title: Authorized Signatory
	 	 	 
	 	SPREF WH III LLC, as Initial Note A-4 Holder
	 	 	 
	 	By:	/s/ Michael Schulte
	 	 	Name: Michael Schulte
	 	 	Title: Authorized Signatory







 


(Agreement
Between Note Holders – Peachtree Mall)


 






    


     

    

 


EXHIBIT A



MORTGAGE LOAN SCHEDULE


 


Description of Mortgage Loan


 


	Mortgage Loan Borrower:	Peachtree Mall L.L.C.
	Date of Mortgage Loan:	November 24, 2015
	Date of Notes:	June 17, 2016
	Original Principal Amount of Mortgage Loan:	$80,305,560.46
	Principal Amount of Mortgage Loan as of the date hereof:	$80,305,560.46
	Initial Note A-1 Principal Balance:	$23,750,000
	Initial Note A-2 Principal Balance:	$15,152,780.23
	Initial Note A-3 Principal Balance:	$26,250,000.00
	Initial Note A-4 Principal Balance:	$15,152,780.23
	Location of Mortgaged Property:	3131 Manchester Expressway, Columbus, Muscogee County, Georgia
	Initial Maturity Date:	December 6, 2025


 






    A-1


     

    

 


EXHIBIT B


 


Initial Note A-1 Holder, Initial Note A-2 Holder, Initial
Note A-3 Holder and Initial Note A-4 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.



 






    C-1


     

    

 


SCHEDULE I


 


The Lead Securitization Servicing
Agreement shall:


 


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


 


(ii)         provide that
if the Master Servicer determines that a proposed P&I Advance with respect to the Lead Securitization Note or Servicing Advance
with respect to the Mortgage Loan, if made, or any outstanding P&I Advance or Servicing Advance previously made, would be,
or is, as applicable, a Nonrecoverable Advance, the Master Servicer shall provide each Non-Lead Master Servicer written notice
of such determination within two (2) Business Days of making such determination;


 


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


 


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


 


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


 


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


 


(vii)       provide that
the Servicing Standard in the Lead Securitization Servicing Agreement shall require, among other things, that each Servicer, in
servicing the Mortgage Loan, must take into account the interests of each Note Holder and act in the best interests and for the
benefit of the Note Holders together with the certificateholders


 






    Schedule I-1


     

    

 


of the Lead Securitization, as a collective whole as if such Note
Holders and certificateholders constituted a single lender;


 


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


 


(ix)         provide that
the Non-Lead Depositor and each Certification Party shall be entitled to indemnification from and against any claims, losses, damages,
penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses, including any
reasonable out-of-pocket legal or other expenses incurred in connection with investigating or defending any such action or claim,
arising out of (i) an actual breach by the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee,
as the case may be, of its obligations under Article X of the Lead Securitization Servicing Agreement, (ii) negligence, bad faith
or willful misconduct on the part of the Master Servicer, the Special Servicer, the Certificate Administrator or the


 






    Schedule I-2


     

    

 


Trustee, as
applicable, in the performance of such obligations under the Lead Securitization Servicing Agreement, or (iii) delivery of any
Deficient Exchange Act Deliverable regarding, and delivered by or on behalf of, the Master Servicer, Special Servicer, Certificate
Administrator or Trustee, as the case may be;


 


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


 


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


 


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


 


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


 


(xiv)       shall not be
amended in a manner that materially and adversely affects the rights of the Non-Lead Securitization Note Holders (other than any
Non-Lead Securitization Note Holder that is a direct party to the Lead Securitization Servicing Agreement) without their consent;


 


(xv)        satisfy Moody’s
rating methodology as of the Closing Date of the Lead Securitization related to permitted investments and eligible accounts applicable
to securities rated “Aaa” by Moody’s;


 


(xvi)       provide that
Servicer Termination Events (or analogous term) with respect to the Master Servicer and the Special Servicer shall be substantially
similar to those set forth in the Note A-1 PSA, which shall include, but not be limited to, (i) the failure to timely remit payments
to the Non-Lead Securitization Note Holders, which failure continues unremedied for one business day following the date on which
such payment was to be made; and (ii) the failure to provide to the Non-Lead Securitization Note


 






    Schedule I-3


     

    

 


Holders (if and to the extent
required under the applicable Non-Lead Securitization) reports required under the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder, in a timely fashion. Upon the occurrence of such a Servicer Termination Event affecting
a Non-Lead Securitization Note Holder, the Trustee shall, upon the direction of the related Non-Lead Securitization Note Holder,
require the appointment of a subservicer with respect to the related Non-Lead Securitization Note;


 


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


 


(xviii)     provide that
any conflict between the Lead Securitization Servicing Agreement and this Agreement shall be resolved in favor of this Agreement;


 


(xix)        provide that,
if any Serviced Companion Loan becomes the subject of an “asset review” (or such analogous term defined in the related
Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Agreement, the Master Servicer, the
Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the Other Asset Representations Reviewer or any
other party to the Other Pooling and Servicing Agreement in connection with such Asset Review by providing the Other Asset Representations
Reviewer or such other requesting party with any documents reasonably requested by the Other Asset Representations Reviewer or
such other requesting party, but only to the extent such documents are in the possession of the Master Servicer, the Special Servicer,
the Trustee or the Custodian, as the case may be, but in any event excluding any documents known to the Master Servicer, the Special
Servicer, the Trustee or the Custodian to contain information that is proprietary to the related originator or Mortgage Loan Seller
or any draft documents or privileged or internal communications;


 


(xx)         have provisions
materially consistent with those set forth in the Note A-1 PSA with respect to:


 


(A)    servicing transfer
events that would result in the transfer of the Mortgage Loan to special servicing status;


 


(B)     the authority of
the servicers in the Note A-3 Securitization to grant or agree or consent to material modifications, waivers and amendments to
the Mortgage Loan, or to approve material assignments and assumptions or material additional indebtedness in connection with the
Mortgage Loan;


 


(C)     requirements to obtain
an appraisal or appraisal update following a transfer of the Mortgage Loan to special servicing status and periodic updates thereof;


 


(D)     duties of the special
servicer in respect of foreclosure and the management of REO property;


 






    Schedule I-4


     

    

 


(E)      subject to various
adjustments and caps provided for in the Note A-3 PSA (which shall be substantially similar to those set forth in the Note A-1
PSA), special servicing, workout and liquidation fees (and, in any event, the fees at which such compensation accrue or are determined
shall not exceed 0.25%, 1.00% and 1.00%, respectively),


 


provided, however,
that (1) this clause (xx) shall not be construed to prohibit differences in timing, control or consultation triggers or thresholds,
terminology, allocation of ministerial duties between multiple servicers or other service providers or certificate holder or investor
voting or consent thresholds, or to prohibit or restrict additional approval, consent, consultation, notice or rating agency confirmation
requirements; and (2) in the event of any conflict between this sentence and any other provision of this Agreement, such other
provision of the Agreement shall control.


 






    Schedule I-5