Exhibit 4.9 


 


EXECUTION VERSION


 


AGREEMENT BETWEEN NOTE HOLDERS


 


Dated as of May 9, 2016


 


by and between


 


UBS REAL ESTATE SECURITIES INC.,

(Initial Note A-1 Holder),


 


UBS REAL ESTATE SECURITIES INC.,

(Initial Note A-2 Holder)


 


and


 


UBS REAL ESTATE SECURITIES INC.,

(Initial Note A-3 Holder)


 


In-Rel 8


 






    	 



     

    

 


TABLE OF CONTENTS


  




	 	 	Page
	 	 	 
	Section 1.   	Definitions	2
	Section 2.   	Servicing of the Mortgage Loan	16
	Section 3.   	Priority of Payments	22
	Section 4.   	Workout	23
	Section 5.   	Administration of the Mortgage Loan	23
	Section 6.   	Rights of the Controlling Note Holder	28
	Section 7.   	Appointment of Special Servicer	31
	Section 8.   	Payment Procedure	32
	Section 9.   	Limitation on Liability of the Note Holders	33
	Section 10.   	Bankruptcy	33
	Section 11.   	Representations of the Note Holders	34
	Section 12.   	No Creation of a Partnership or Exclusive Purchase Right	34
	Section 13.   	Other Business Activities of the Note Holders	35
	Section 14.   	Sale of the Notes	35
	Section 15.   	Registration of the Notes and Each Note Holder	38
	Section 16.   	Governing Law; Waiver of Jury Trial	39
	Section 17.   	Submission To Jurisdiction; Waivers	39
	Section 18.   	Modifications	39
	Section 19.   	Statement of Intent	40
	Section 20.   	Successors and Assigns; Third Party Beneficiaries	40
	Section 21.   	Counterparts	40
	Section 22.   	Captions	40
	Section 23.   	Severability	40
	Section 24.   	Entire Agreement	40
	Section 25.   	Withholding Taxes	40
	Section 26.  	Custody of Mortgage Loan Documents	42
	Section 27.   	Cooperation in Securitization	42
	Section 28.   	Notices	43
	Section 29.   	Broker	43
	Section 30.   	Certain Matters Affecting the Agent	43
	Section 31.   	Reserved	44
	Section 32.   	Resignation or Termination of Agent	44
	Section 33.   	Resizing	44


 






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This AGREEMENT BETWEEN
NOTE HOLDERS (this “Agreement”), dated as of May 9, 2016 by and between UBS REAL ESTATE SECURITIES INC. (“UBSRES”,
together with its successors and assigns in interest, as initial owner of Note A-1 described below, in its capacity as the “Initial
Note A-1 Holder” and, in its capacity as the initial agent, the “Initial Agent”), UBSRES (together
with its successors and assigns in interest, as initial owner of Note A-2 described below, in its capacity as the “Initial
Note A-2 Holder”) and UBSRES (together with its successors and assigns in interest, as initial owner of Note A-3 described
below, in its capacity as the “Initial Note A-3 Holder”); the Initial Note A-1 Holder, the Initial Note A-2
Holder and the Initial Note A-3 Holder are referred to collectively herein as the “Initial Note Holders”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Mortgage Loan Agreement (as defined herein), UBSRES originated a certain loan (the “Mortgage Loan”) described
on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to the mortgage loan borrower
described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which was evidenced, inter alia,
by three promissory notes, dated as of May 9, 2016: (i) one promissory note designated Promissory Note A-1 made by the Mortgage
Loan Borrower in favor of UBSRES in the original principal amount of $60,000,000.00, (ii) one promissory note designated Promissory
Note A-2 made by the Mortgage Loan Borrower in favor of UBSRES in the original principal amount of $20,000,000.00 and (iii) one
promissory note designated Promissory Note A-3 made by the Mortgage Loan Borrower in favor of UBSRES in the original principal
amount of $12,500,000.00. The note referenced in clause (i) of the preceding sentence, as amended, modified or supplemented,
is referred to herein as “Note A-1”; the note referenced in clause (ii) of the preceding sentence,
as amended, modified or supplemented, is referred to herein as “Note A-2”; and the note referenced in clause (iii)
of the preceding sentence, as amended, modified or supplemented, is referred to herein as “Note A-3”. Note A-1,
Note A-2 and Note A-3 are collectively referred to herein as the “Notes”. The Notes are secured by a first mortgage
(as amended, modified or supplemented, the “Mortgage”) on certain real property located as described on the
Mortgage Loan Schedule (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 Banc of America Merrill
Lynch Commercial Mortgage Inc. (“BAML”) pursuant to a Mortgage Loan Purchase Agreement expected to be dated
as of May 20, 2016, between BAML, as purchaser, and the Initial Note A-1 Holder, as seller, and BAML intends to transfer its right,
title and interest in and to Note A-1 to Wilmington Trust, National Association, as trustee for Bank of America Merrill Lynch Commercial
Mortgage Trust 2016-UBS10 under a pooling and servicing agreement, expected to be dated as of June 1, 2016 (the “Note
A-1 PSA”), among BAML, as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC,
as special servicer, Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer, Wilmington Trust,
National Association, as trustee and Wells Fargo Bank, National Association as certificate administrator, certificate registrar,
authenticating agent and custodian;


 






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


 


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


 





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


 


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


 


“Advances”
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, as of the date of this Agreement, is the office of the Initial Note
A-1 Holder listed on Exhibit B hereto, and which is the address to which notices to and correspondence with the Agent should
be directed. The Agent may change the address of its designated office by notice to the Note Holders.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Controlling
Note” shall mean Note A-1.


 


“Controlling
Note Holder” shall mean the holder of the Controlling Note; provided that at any time the Controlling Note is
included in a Securitization, references to the “Controlling Note Holder” herein shall mean the holders of the majority
of the class of securities issued in such Securitization designated as the “controlling class” or any other party that
is assigned the rights to exercise the rights of the “Controlling Note Holder” hereunder, as and to the extent provided
in the related Securitization Servicing Agreement; provided that for so long as 50% or more of the Controlling Note is held
by (or the party assigned the rights to exercise the rights of the “Controlling Note Holder” (as described above) is)
the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, the Controlling Note (and such party assigned the rights
to exercise the rights of the “Controlling Note Holder” as described above) shall not be entitled to exercise any rights
of the Controlling Note Holder, and there shall be deemed to be no Controlling Note Holder hereunder.


 


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


 


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


 


“Depositor”
shall mean (i) with respect to the Note A-1 Securitization, the depositor under the Note A-1 PSA, (ii) with respect to
the Note A-2 Securitization, the depositor


 






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under
the Note A-2 PSA and (iii) with respect to the Note A-3 Securitization, the depositor under the Note A-3 PSA.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Lead Securitization
Controlling Class Representative” shall mean the “Controlling Class Representative” as defined in the Lead
Securitization Servicing Agreement.


 


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


 


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


 


“Lead Securitization
Servicing Agreement” shall mean the Note A-1 PSA; provided, that during any period that 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
Trust” shall mean the Securitization Trust created in connection with the Lead Securitization.


 


“Major Decisions”
shall mean each “Major Decision” as defined in the Lead Securitization Servicing Agreement.


 


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


 


“Monthly Payment
Date” shall have the meaning assigned to such term or analogous term in the Mortgage Loan Agreement.


 


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


 


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


 


“Mortgage”
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 May 9, 2016, between UBSRES, as lender, and the Mortgage Loan Borrower,
as the same may be


 






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further
amended, restated, supplemented or otherwise modified from time to time, subject to the terms hereof.


 


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


 


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


 


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


 


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


 


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


 


“New Notes”
shall have the meaning assigned to such term in Section 33.


 


“Non-Controlling
Note” means each of Note A-2 and Note A-3 and any New Note designated as a “Non-Controlling Note”
hereunder pursuant to Section 33.


 


“Non-Controlling
Note Holder” means each of the Note A-2 Holder and the Note A-3 Holder; provided that at any time
such holder’s respective Note is included in a Securitization, references to such “Non-Controlling Note
Holder” herein shall mean the “Controlling Class Representative” or any other party assigned the rights to
exercise the rights of such “Non-Controlling Note Holder” hereunder, as and to the extent provided in the related
Securitization Servicing Agreement and as to the identity of which the Lead Securitization Note Holder (and the Master
Servicer and the Special Servicer) has been given written notice; provided that for so long as 50% or more of any
Non-Controlling Note is held by (or the majority “controlling class” holder or other party assigned the rights to
exercise the rights of such “Non-Controlling Note Holder” (as described above) is) the Mortgage Loan Borrower or
an Affiliate of the Mortgage Loan Borrower, such Non-Controlling Note (and the majority “controlling class”
holder or other party assigned the rights to exercise the rights of such “Non-Controlling Note Holder” as
described above) shall not be entitled to exercise any rights of such Non-Controlling Note Holder, and there shall be deemed
to be no Non-Controlling Note Holder hereunder with respect to such Non-Controlling Note. The Lead Securitization Note Holder
(or the Master Servicer or the Special Servicer acting on its behalf) shall not be required at any time to deal with more
than one party in respect of any Note that is exercising the rights of a “Non-Controlling Note Holder” herein or
under the Lead Securitization Servicing Agreement and (x) to the extent that the related Securitization Servicing Agreement
assigns such rights to more than one party or (y) to the extent any Note is split into two or more New Notes pursuant to Section
33, for purposes of this Agreement, the applicable Securitization Servicing Agreement or the holders of such New Notes
shall designate one party to deal with the Lead Securitization Note Holder (or the Master Servicer or the Special
Servicer acting on its behalf) and provide written notice of such designation to the Lead Securitization Note Holder (and the
Master Servicer and the Special


 






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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 a Non-Controlling Note Holder, as a Non-Controlling
Note Holder under this Agreement.


 


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


 


“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 any 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 Securitization
Notes” shall mean Note A-2 and Note A-3.


 


“Non-Lead Securitization
Note Holders” shall mean the Note A-2 Holder and the Note A-3 Holder.


 


“Non-Lead Securitization
Servicing Agreement” shall mean the Note A-2 PSA and the Note A-3 PSA, as applicable.


 


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


 


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


 


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


 


“Non-Securitizing
Note Holder” shall mean, with respect to a Securitization, each Note Holder that is not a Securitizing Note Holder with
respect to such Securitization.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Note A-2 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the “Promissory 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.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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(c)          one
or more of the following:


 


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


 


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


 


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


 


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


 






    	-11- 



     

    

 


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 that is the subject of a Rating Agency
Confirmation as a Qualified Institutional Lender for purposes of this Agreement from each of the Rating Agencies engaged by
the Depositor and any Non-Lead Depositor to rate the securities issued by the related Securitization Trust.


 


“Qualified Trustee”
means (i) a corporation, national bank, national banking association or a trust company, organized and doing business under
the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept
the trust conferred, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or (iii) an institution
whose long-term senior unsecured debt is rated either of the then in effect top two rating categories of each of the applicable
Rating Agencies (or, if not rated by an applicable Rating Agency, an equivalent (or higher) rating from any two of Fitch, Moody’s
and S&P).


 


“Rating Agencies”
shall mean DBRS, Fitch, KBRA, Moody’s, Morningstar and S&P and their respective successors-in-interest or, if any of
such entities shall for any reason no longer perform the functions of a securities rating agency, any other nationally recognized
statistical rating agency reasonably engaged by any Note Holder to rate the securities issued in connection with the Securitization
of the related Note; provided, that, at any time during which one or more of the Notes is an asset of one or more Securitizations,
“Rating Agencies” or “Rating Agency” shall mean only those rating agencies that are engaged
by the related depositor (or its Affiliate) from time to time to rate the securities issued in connection with the Securitizations
of the Notes.


 


“Rating Agency
Communication” shall mean, with respect to any action and any Securitization, any written communication intended for
a Rating Agency, which shall be delivered at least ten (10) Business Days prior to completing such action, in electronic document


 






    	-12- 



     

    

 


format
suitable for website posting to the 17g-5 information provider under the applicable Securitization Servicing Agreement.


 


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


 


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


 


“Regulation
AB” shall mean Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125,
as such rules may be amended 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, in each case
as effective from time to time as of the compliance dates specified therein.


 


“REMIC”
shall mean a real estate mortgage investment conduit within the meaning 860D(a) of the Code.


 


“REMIC Provisions”
shall mean provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections
860A through 860G of subchapter M of Chapter 1 of the Code, and related provisions, and regulations (including any applicable proposed
regulations) and rulings promulgated thereunder, as the foregoing may be in effect from time to time.


 


“REO Property”
shall have the meaning assigned to the term “REO Property” or such other analogous term used in the Lead Securitization
Servicing Agreement.


 


“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


 






    	-13- 



     

    

 


S&P’s
Select Servicer List as a U.S. Commercial Mortgage Special Servicer, (iii) in the case of Moody’s, such special servicer
is acting as special servicer for one or more loans included in a commercial mortgage loan securitization that was rated by Moody’s
within the twelve (12) month period prior to the date of determination, and Moody’s has not downgraded or withdrawn the
then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch
citing the continuation of such special servicer as special servicer of such commercial mortgage loans, (iv) in the case of Morningstar,
such special servicer has a ranking by Morningstar equal to or higher than “MOR CS3” as a special servicer, provided
that if Morningstar has not issued a ranking with respect to such special servicer, such special servicer is acting as special
servicer in a commercial mortgage loan securitization that was rated by a Rating Agency within the twelve (12) month period prior
to the date of determination, and Morningstar 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 securities, (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 acting as special
servicer in a commercial mortgage loan securitization that was rated by DBRS within the twelve (12) month period prior to the
date of determination 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 special servicer
of such commercial mortgage securities as a material reason for such downgrade or withdrawal.


 


“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 or the Note A-3 Securitization, as applicable.


 


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


 


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


 


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization pursuant to which one or more of the Notes are held.


 


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


 






    	-14- 



     

    

 


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


 


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


 


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


 


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


 


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


 


“Special Servicer”
shall mean the special servicer or excluded mortgage loan special servicer, as applicable, 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(a).


 


“Trust Advisor”
shall mean the trust advisor, operating advisor or other analogous term appointed as provided in the Lead Securitization Servicing
Agreement.


 


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


 


“UBSRES”
shall have the meaning assigned to such term in the preamble to this 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


 






    	-15- 



     

    

 


administration
of such trust, and one or more such U.S. Persons have the authority to control all substantial decisions of such trust (or, to
the extent provided in applicable Treasury Regulations, a trust in existence on August 20, 1996 which is eligible to elect to
be treated as a U.S. Person).


 


Section 2.          Servicing
of the Mortgage Loan.


 


(a)           Each Note Holder
acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced by the Note A-1 Master
Servicer and the Note A-1 Special Servicer pursuant to the terms of this Agreement and the Note A-1 PSA; provided that the
Master Servicer shall not be obligated to advance monthly payments of principal or interest in respect of any Note other than the
Lead Securitization Note if such principal or interest is not paid by the Mortgage Loan Borrower but shall be obligated to advance
delinquent real estate taxes, insurance premiums and other expenses related to the maintenance of the Mortgaged Property and maintenance
and enforcement of the lien of the Mortgage thereon, subject to the terms of the Lead Securitization Servicing Agreement. Each
Note Holder acknowledges that any other Note Holder may elect, in its sole discretion, to include its Note in a Securitization
and agrees that it will, subject to Section 27, reasonably cooperate with such other Note Holder, at such other Note
Holder’s expense, to effect such Securitization. Subject to the terms and conditions of this Agreement, each Note Holder
hereby irrevocably and unconditionally consents to the appointment of the Master Servicer and the Trustee under the Lead Securitization
Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Controlling Note Holder and agrees to reasonably
cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with
the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints the Master Servicer, the Special Servicer and the
Trustee in the Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with
respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement
(subject at all times to the rights of the Note Holder set forth herein and in the Lead Securitization Servicing Agreement). The
Lead Securitization Servicing Agreement shall not limit the Servicer in enforcing the rights of one Note Holder against any other
Note Holder as may be required in order to service the Mortgage Loan as contemplated by this Agreement and the Lead Securitization
Servicing Agreement; provided, that it is also understood and agreed that nothing in this sentence shall 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 (i) 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, (ii) to provide information
to each servicer under each Non-Lead Securitization Servicing Agreement necessary to enable each such servicer to perform its servicing
duties under such Non-Lead Securitization Servicing Agreement, and (iii) to not take any action or refrain from taking any
action or follow any direction inconsistent with the foregoing.


 


At any time that the
Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Note Holders agree to
cause the Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note Holders, pursuant
to a servicing agreement that has servicing terms substantially similar to the Lead Securitization Servicing Agreement and all
references herein to the “Lead Securitization


 






    	-16- 



     

    

 


Servicing Agreement” shall mean such subsequent servicing agreement;
provided, that if a Non-Lead Securitization Note is in a Securitization and the servicer(s) to be appointed under such replacement
servicing agreement would not otherwise meet the conditions to be a servicer under the Lead Securitization Servicing Agreement
that is being replaced, then a Rating Agency Confirmation shall have been obtained from each Rating Agency with respect to the
securities issued in connection with such Securitization for such Non-Lead Securitization Note; provided, further,
that until a replacement servicing agreement has been entered into, the Lead Securitization Note Holder shall cause the Mortgage
Loan to be serviced pursuant to the provisions of the Lead Securitization Servicing Agreement, as if such agreement were still
in full force and effect with respect to the Mortgage Loan, by the applicable 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. The Note Holders acknowledge that at any time that the Mortgage Loan is no longer subject to the provisions
of the Lead Securitization Servicing Agreement, the Master Servicer shall have no further obligation to make P&I Advances with
respect to the Mortgage Loan.


 


(b)          The Master Servicer
shall be the lead master servicer on the Mortgage Loan, and from time to time it (or the Trustee to the extent provided in the
Lead Securitization Servicing Agreement) shall make the following advances, subject to the terms of the Lead Securitization Servicing
Agreement and this Agreement: (i) Servicing Advances on the Mortgage Loan and (ii) P&I Advances on the Lead Securitization
Note. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to reimbursement for a Servicing
Advance, first, from funds on deposit in the Collection Account (as defined in the Lead Securitization Servicing Agreement)
and/or the related Serviced Companion Loan Custodial Account (as defined in the Lead Securitization Servicing Agreement) 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 Servicing Advances that are Nonrecoverable Advances, if such funds on deposit in the Collection Account and the related Serviced
Companion Loan Custodial Account are insufficient, from general collections of the Lead Securitization as provided in the Lead
Securitization Servicing Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled
to reimbursement for Advance Interest on a Servicing Advance (including any Nonrecoverable 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 Servicing Advance that is a Nonrecoverable Advance
or any Advance Interest on a Servicing Advance (including any Nonrecoverable Advance), each 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 Advance
or Advance Interest.


 


In addition, any 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 or the Special Servicer, pay or reimburse
the Lead Securitization for such Non-Lead Securitization Note Holder’s pro rata share of any fees, costs or expenses
incurred in connection with the servicing and administration of the


 






    	-17- 



     

    

 


Mortgage
Loan as to which the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Trust Advisor, the
Depositor or CREFC®, as applicable, is entitled to be reimbursed pursuant to the Lead Securitization Servicing
Agreement, to the extent amounts on deposit in the related Serviced Companion Loan Custodial Account are insufficient for reimbursement
of such amounts. Each Non-Lead Securitization Note Holder agrees to indemnify (as and to the same extent the Lead Securitization
Trust is required to indemnify each of the following parties in respect of other mortgage loans in the Lead Securitization Trust
pursuant to the terms of the Lead Securitization Servicing Agreement) each of the Depositor under the Lead Securitization Servicing
Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Trust Advisor (and any
director, officer, member, manager, 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 the servicing and administration of the Mortgage Loan and the Mortgaged Property
(or, with respect to the Trust Advisor, incurred in connection with the provision of services for the Mortgage Loan) under the
Lead Securitization Servicing Agreement (collectively, the “Indemnified Items”) to the extent of its pro
rata share of such Indemnified Items, and to the extent amounts on deposit in the related Serviced Companion Loan Custodial
Account are insufficient for reimbursement of such amounts, each Non-Lead Securitization Note Holder shall be required to, promptly
following notice from the Master Servicer, the Special Servicer or the Trustee, reimburse each of the applicable Indemnified Parties
for its pro rata share of the insufficiency; provided, that a Non-Lead Securitization Note Holder’s duty to
pay Indemnified Items to the Trust 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 a Non-Lead Securitization Servicing Agreement.


 


Any Non-Lead Master Servicer
(or Non-Lead Trustee (if not made by such Non-Lead Master Servicer)) may be required to make P&I Advances on the respective
Non-Lead Securitization Note, from time to time, subject to the terms of the related Non-Lead Securitization Servicing Agreement,
the Lead Securitization Servicing Agreement and this Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable,
shall be entitled to make their own recoverability determination with respect to a P&I Advance to be made on the Lead Securitization
Note based on the information that they have on hand and in accordance with the Lead Securitization Servicing Agreement. Any Non-Lead
Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee under any Non-Lead Securitization Servicing Agreement, as applicable,
shall each be entitled to make its own recoverability determination with respect to a P&I Advance to be made on the related
Non-Lead Securitization Note based on the information that they have on hand and in accordance with the related Non-Lead Securitization
Servicing Agreement. The Master Servicer and the Trustee, as applicable, and any Non-Lead Master Servicer or Non-Lead Trustee,
as applicable, shall each be required to notify the other of the amount of its P&I Advance within two (2) 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 Non-Lead Trustee, as applicable (with respect to a Non-Lead Securitization
Note), determines that a proposed P&I Advance, if made, would be non-recoverable or an outstanding P&I


 






    	-18- 



     

    

 


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 (2) 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 and Advance Interest thereon
that becomes non-recoverable first, from the related Serviced Companion Loan Custodial Account from amounts allocable to
the Note for which such P&I Advance was made, and then, if such 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 a Non-Lead Securitization Note, from general collections of the related Securitization
Trust, as and to the extent provided in the related Non-Lead Securitization Servicing Agreement.


 


(c)          Each Non-Lead
Securitization Note Holder, if its 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 that are Nonrecoverable
Advances (and Advance Interest thereon) and any Additional Trust 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 Expenses, (x) the related Non-Lead Master Servicer will
be required to, promptly following notice from the Master Servicer, the Special Servicer or the Trustee, pay or reimburse, pay
or reimburse the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, out of general
collections 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 Servicing Advances that are Nonrecoverable
Advances and/or Additional Trust Expenses, and (y) if the Lead Securitization Servicing Agreement permits the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee or the Trust Advisor to reimburse itself from the Lead Securitization
Trust’s general collections, then the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or
the Trust Advisor, as applicable, may do so and the related Non-Lead Master Servicer will be required to, promptly following notice
from the Master Servicer, the Special Servicer or the Trustee, pay or reimburse the Lead Securitization Trust out of general collections
in the collection account (or equivalent account) established under such Non-Lead


 






    	-19- 



     

    

 


Securitization
Servicing Agreement for such Non-Lead Securitization Note Holder’s pro rata share of any such Servicing Advances
that are Nonrecoverable Advances (and Advance Interest thereon) and/or Additional Trust 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 Lead
Securitization Servicing Agreement) by the Securitization Trust holding such Non-Lead Securitization Note, against any of the Indemnified
Items to the extent of its pro rata share of such Indemnified Items, and to the extent amounts on deposit in the related
Serviced 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 collections in the collection account (or equivalent account) established under such Non-Lead Securitization Servicing
Agreement; provided, that a Non-Lead Securitization Servicing Agreement may include limitations and conditions on the payment
or reimbursement of Indemnified Items to the Trust 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 or Non-Lead Certificate Administrator, as applicable, will be required to deliver to the Trustee,
the Certificate Administrator, the Special Servicer, the Master Servicer and the Trust Advisor (x) promptly following Securitization
of such Non-Lead Securitization Note, notice of the deposit of such Non-Lead Securitization Note into a Securitization Trust (which
notice shall also provide contact information for the related Non-Lead Trustee, certificate administrator, Non-Lead Master Servicer,
Non-Lead Special Servicer and the party designated to exercise the rights of the “Non-Controlling Note Holder” under
this Agreement), accompanied by a certified copy of the related executed Non-Lead Securitization Servicing Agreement and (y) notice
of any subsequent change in the identity of the Non-Lead Master Servicer or the party designated to exercise the rights of the
“Non-Controlling Note Holder” with respect to such Non-Lead Securitization Note under this Agreement (together with
the relevant contact information); and


 


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


 


(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


 






    	-20- 



     

    

 


 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.


 


(e)          In
addition to the foregoing, each Securitization Servicing Agreement shall contain terms and conditions that are customary
for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (i) required by
the Code relating to the tax elections of the trust fund formed pursuant to such Securitization Servicing
Agreement, (ii) required by law or changes in any law, rule or regulation or (iii) requested by the Rating Agencies
rating the related Securitization. Each Non-Lead Securitization Note Holder shall have the right to designate the Non-Lead
Master Servicer and Non-Lead Special Servicer with respect to the Securitization related to its Note, as long as each such
Servicer satisfies the conditions to be the master servicer or special servicer, as applicable, set forth in the Lead
Securitization Servicing Agreement. Without limiting the generality of any provision set forth above, for purposes of the
Mortgage Loan, each Securitization Servicing Agreement shall contain (a) provisions requiring the related master
servicer and the related special servicer to maintain, or subjecting them to possible termination for not maintaining,
compliance with customary servicer rating criteria (but the rating agencies need not be the same) and (b) provisions
substantially similar in all material respects to or materially consistent with those set forth in Note A-1 PSA with
respect to (i) periodic reporting and periodic delivery of service provider compliance documents under Regulation AB
(and, in any event, each Securitization Servicing Agreement shall require such reporting and delivery so long as the
Lead Securitization is required to file periodic reports under the Securities Exchange Act of 1934, as
amended), (ii) servicing transfer events that would result in the transfer of the Mortgage Loan to special servicing
status, (iii) the authority of the Controlling Note Holder (or the Master Servicer or Special Servicer on its behalf) to
grant or agree or consent to material modifications, waivers and amendments to the Mortgage Loan, or to approve
material assignments and assumptions or material additional indebtedness in connection with the Mortgage Loan, (iv) the
potential termination of the related master servicer and special servicer following a servicer termination event,
(v) requirements to obtain an appraisal or appraisal update following a transfer of the Mortgage Loan to special
servicing status and periodic updates thereof, (vi) duties of the special servicer in respect of foreclosure and the
management of REO property, (vii) primary servicing fees, (viii) 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% (or, if such rate
would result in a special servicing fee that would be less than $2,000 in any given month, such higher rate as would result
in a special servicing fee equal to $2,000), 1.00% and 1.00%, respectively) and (ix) indemnification of the Depositor,
Master Servicer, Special Servicer, Certificate Administrator, Trustee and Trust Advisor under the Lead Securitization
Servicing Agreement (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) against
any claims, losses, penalties, fines, forfeitures, legal fees and related costs,


 






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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 related trust advisor, incurred in connection with the provision of services for the Mortgage Loan) to
the same extent that the Indemnified Parties are indemnified under the Lead Securitization Servicing Agreement against the Indemnified
Items; provided, that (A) this statement shall not be construed to prohibit differences in timing, control or consultation
triggers or thresholds, terminology, allocation of ministerial duties between multiple servicers or other service providers or
certificateholder or investor voting or consent thresholds, or to prohibit or restrict additional approval, consent, consultation,
notice or rating agency communication and rating agency confirmation requirements; and (B) if there is any conflict between this
sentence and any other provision of this Agreement, such other provision of this Agreement shall control.


 


(f)          The Lead Securitization
Note Holder shall cause the Lead Securitization Servicing Agreement to contain provisions requiring the Master Servicer to deliver
to any Non-Lead Master Servicer, any Non-Lead Special Servicer and any Non-Lead Trustee (i) notice of any Appraisal Event promptly
following the occurrence thereof and (ii) a statement of any Appraisal Reduction promptly following the calculation thereof.


 


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 Scheduled Interest Payments, Scheduled Principal Payments, any proceeds from the sale or distribution of any REO
Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or
instrument securing the Mortgage Loan, Condemnation Proceeds, or Insurance Proceeds (other than proceeds, awards or
settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in
accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), shall be applied
by the Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis; provided,
that (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent and in
accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on
account of recoveries in respect of property protection expenses or Servicing Advances then due and payable or reimbursable
to the Trustee or any Servicer under the Lead Securitization Servicing Agreement shall be applied to the extent set forth in,
and in accordance with the terms of, the Mortgage Loan Documents; and (y) all amounts that are then due, payable or
reimbursable to any Servicer with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement and
any other additional compensation payable to it thereunder (including without limitation, any Additional Trust Expenses
relating to the Mortgage Loan (but subject to the second paragraph of Section 5(d) hereof) reimbursable to, or payable
by, such parties and any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges (to the extent provided in
the immediately following paragraph), but excluding (i) any P&I Advances (and interest thereon) on the Lead
Securitization Note, which shall be reimbursed in accordance with Section 2(b) hereof, and (ii) any Master
Servicing Fees due to the Master Servicer in excess of each Non-Lead Securitization Note’s pro rata share of
that portion of such servicing fees calculated at the “primary servicing fee rate” applicable to the Mortgage
Loan as


 






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set
forth in the Lead Securitization Servicing Agreement, which such excess shall not be subject to the allocation provisions of this
Section 3) shall be payable in accordance with the Lead Securitization Servicing Agreement.


 


For clarification purposes,
“Penalty Charges” (or analogous term as defined in the Lead Securitization Servicing Agreement) paid on each Note shall,
first, be used to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay the
Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any
Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, be used to reduce
the respective amounts payable on each Note by the amount necessary to pay the Master Servicer, Trustee, any Non-Lead Master Servicer
or any Non-Lead Trustee, as applicable, for any interest accrued on any P&I Advance made with respect to such Note by such
party (if and as specified in the Lead Securitization Servicing Agreement or applicable Non-Lead Securitization Servicing Agreement,
as applicable), third, be used to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary
to pay Additional Trust Expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect
to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, with respect to any remaining
amount of Penalty Charges, pro rata, to the Lead Securitization Note (to be paid to the Master Servicer and/or the Special Servicer
as additional servicing compensation as provided in the Lead Securitization Servicing Agreement) and to each Non-Lead Securitization
Note (to be paid, (x) prior to the securitization of such Note, to the related Note Holder and (y) following the securitization
of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization
Servicing Agreement).


 


Section
4.          Workout. Notwithstanding anything to the contrary
contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement, and the obligation
to act in accordance with the Servicing Standard, if the Lead Securitization Note Holder, or any Servicer, in connection with
a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of
the Mortgage Loan is decreased, (ii) the Interest Rate is reduced, (iii) payments of interest or principal on any
Note are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the
Mortgage Loan, such modification shall not alter, and any modification of the 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, without limitation, Section 5(c)) and the Lead Securitization Servicing Agreement and subject
to the rights and consents, where required, of the Controlling Note Holder Representative, the Lead Securitization Note Holder
(or the Master Servicer, the Special Servicer or the Trustee acting on its behalf), 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 to 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


 






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other
remedy, and no Non-Lead Securitization Note Holder shall have any voting, consent or other rights whatsoever except as explicitly
set forth herein with respect to the Lead Securitization Note Holder’s administration of, or exercise of its rights and
remedies with respect to, the Mortgage Loan. Subject to this Agreement and the Lead Securitization Servicing Agreement, no Non-Lead
Securitization Note Holder shall have any right to, and each Non-Lead Securitization Note Holder 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 its behalf) the rights, if any, that such Note Holder has from and after the initial Securitization Date to, (i) call, or cause
the Lead Securitization Note Holder to call, an Event of Default under the Mortgage Loan, or (ii) exercise any remedies with respect
to the Mortgage Loan or the Mortgage Loan Borrower, including, without limitation, filing, or causing the Lead Securitization
Note Holder to file, any bankruptcy petition against the Mortgage Loan Borrower. The Lead Securitization Note Holder (or the Master
Servicer, the Special Servicer or the Trustee acting on its behalf) shall not have any fiduciary duty to any Non-Lead Securitization
Note Holder in connection with the administration of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization
Note Holder from the obligation to make any disbursement of funds as set forth herein or its obligation to follow the Servicing
Standard (in the case of the Master Servicer or the Special Servicer) or any liability for failure to do so).


 


Each Note Holder hereby
acknowledges the right and obligation of the Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead
Securitization Note Holder), upon the Mortgage Loan becoming a Defaulted Loan, 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 Special Servicer in writing. Whether any cash offer constitutes a fair price for the Mortgage Loan shall be determined by
the Special Servicer (unless the offeror is an Interested Person, in which case the Trustee shall make such determination); provided,
that no offer from an Interested Person shall constitute a fair price unless (i) it is the highest offer received and (ii) at
least two bona fide other offers are received from independent third parties. In determining whether any offer received
represents a fair price for the Mortgage Loan, the Trustee or the Special Servicer, as applicable, shall be supplied with and shall
rely on the most recent Appraisal or updated Appraisal conducted in accordance with the Lead Securitization Servicing Agreement
within the preceding nine (9)-month period or, in the absence of any such Appraisal, on a new Appraisal. The Trustee shall select
the appraiser conducting any such new Appraisal. In determining whether any such offer constitutes a fair price for the Mortgage
Loan, the Trustee or the Special Servicer, as applicable, shall instruct the appraiser to take into account (in addition to the
results of any Appraisal or updated Appraisal that it may have obtained pursuant to the Lead Securitization Servicing Agreement),
as applicable, among other factors, the period and amount of any delinquency on the affected Mortgage Loan, the occupancy level
and physical condition of the related Mortgaged Property and the state of the local economy. The Trustee may conclusively rely
on the opinion of an Independent appraiser or other Independent expert in real estate matters retained by the Trustee at the expense
of the Holders in connection with making such determination. Notwithstanding the foregoing, the Lead Securitization Note Holder
(or the Special Servicer acting on its behalf) shall not be permitted to sell the Mortgage Loan without the written consent of
each Non-Lead Securitization Note Holder (unless with respect to each Non-Lead Securitization Note Holder, 50% or more of the related


 






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Note
(or the class of securities issued in the applicable Non-Lead Securitization designated as the “controlling class”
or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Note Holder” is held
by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower) unless the Special Servicer has delivered to each
Non-Lead Securitization Note Holder: (a) at least fifteen (15) Business Days prior written notice of any decision to attempt
to sell the Mortgage Loan; (b) at least ten (10) days prior to the proposed sale date, a copy of each bid package (together
with any amendments to such bid packages) received by the Special Servicer in connection with any such proposed sale; (c) at
least ten (10) days prior to the proposed sale date, a copy of the most recent Appraisal for the Mortgage Loan, and any documents
in the Servicer Mortgage File requested by such Non-Lead Securitization Note Holder; and (d) until the sale is completed,
and a reasonable period of time (but no less time than is afforded to other offerors and the related Lead Securitization Controlling
Class Representative prior to the proposed sale date, all information and other documents being provided to other offerors and
all leases or other documents that are approved by the Master Servicer or the Special Servicer in connection with the proposed
sale. Subject to the foregoing, each Note Holder or its Note Holder Representative shall be permitted to submit an offer at any
sale of the Mortgage Loan.


 


Each Note Holder (to
the extent it is not the same entity as the Lead Securitization Note Holder) hereby appoints the Lead Securitization Note Holder
as its agent, and grants to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and
its proxy, for the purpose of soliciting and accepting offers for and consummating the sale of its Note. Each Note Holder (to the
extent it is not the same entity as the Lead Securitization Note Holder) further agrees that, upon the request of the Lead Securitization
Note Holder, such Note Holder shall execute and deliver to or at the direction of Lead Securitization Note Holder such powers of
attorney or other instruments as the Lead Securitization Note Holder may reasonably request to better assure and evidence the foregoing
appointment and grant, in each case promptly following request, and shall deliver its original Note, endorsed in blank, to or at
the direction of the Lead Securitization Note Holder in connection with the consummation of any such sale.


 


The authority of the
Lead Securitization Note Holder to sell any 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 representation or warranty made by such
Person with respect to the Lead Securitization Note or 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 any 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.


 






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


 


(c)          Notwithstanding
the foregoing, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall
be required (i) to provide copies of any notice, information and report that it is required to provide to the Lead Securitization
Controlling Class Representative pursuant to the Lead Securitization Servicing Agreement with respect to any Major Decisions or
the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, to each Non-Lead
Securitization Note Holder (or its Note Holder Representative), within the same time frame it is required to provide to the Lead
Securitization Controlling Class Representative (for this purpose, without regard to whether such items are actually required to
be provided to the Lead Securitization Controlling Class Representative under the Lead Securitization Servicing Agreement due to
the expiration of the related “Subordinate Control Period” (as defined under the Lead Securitization Servicing Agreement)
or the “Collective Consultation Period” (as defined under the Lead Securitization Servicing Agreement)) and (ii) to
use reasonable efforts to consult with each Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) on
a strictly non-binding basis, to the extent having received such notices, information and reports, such Non-Controlling Note Holder
(or its Non-Controlling Note Holder Representative) requests consultation with respect to any such Major Decisions or the implementation
of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended
by such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative); provided that after the expiration
of a period of ten (10) Business Days from the delivery to such Non-Controlling Note Holder (or its Non-Controlling Note Holder
Representative) by the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) of
written notice of a proposed action, together with copies of the notice, information and report required to be provided to the
Lead Securitization Controlling Class Representative, the Lead Securitization Note Holder (or the Master Servicer or the Special
Servicer acting on its behalf) shall no longer be obligated to


 






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consult
with such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative), whether or not such Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative) has responded within such ten (10) Business Day period (unless,
the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) proposes a new course
of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall
be deemed to begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the
consultation rights of each Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) set forth in the immediately
preceding sentence, the Lead Securitization Note Holder (or Master Servicer or Special Servicer, acting on its behalf) may 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 provided in the immediately preceding paragraph, each Non-Controlling Note Holder shall have the right to annual meetings
(which may be held telephonically) with the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting
on its behalf), upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable,
in which servicing issues related to the Mortgage Loan are discussed.


 


(d)          If any Note is
included as an asset of a REMIC within the meaning of Section 860D(a) of the Code, then, any provision of this Agreement to
the contrary notwithstanding: (i) the Mortgage Loan shall be administered such that the Notes shall qualify at all times as
(or as interests in) a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, (ii) any
real property (and related personal property) acquired by or on behalf of the Note Holders pursuant to a foreclosure, exercise
of a power of sale or delivery of a deed in lieu of foreclosure of the Mortgage or lien on such property following a default on
the Mortgage Loan shall be administered so that the interest of the pro rata share of each Note Holder therein shall at
all times qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code and (iii) no
Servicer may modify, waive or amend any provision of the Mortgage Loan, consent to or withhold consent from any action of the Mortgage
Loan Borrower, or exercise or refrain from exercising any powers or rights which the Note Holders may have under the Mortgage Loan
Documents, if any such action would constitute a “significant modification” of the Mortgage Loan, within the meaning
of Section 1.860G-2(b) of the regulations of the United States Department of the Treasury, more than three (3) months after
the startup day of the REMIC which includes the Notes (or any portion thereof). Each Note Holder agrees that the provisions of
this paragraph shall be effected by compliance with any REMIC related provisions in the Lead Securitization Servicing Agreement
relating to the administration of the Mortgage Loan. All costs and expenses of compliance with this Section 5(d), to the
extent that such costs and expenses relate to administration of a REMIC or to any determination respecting the amount, payment
or avoidance of any tax under the REMIC Provisions or the actual payment of any


 






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REMIC
tax or expense, shall be borne by all of the Note Holders collectively, each contributing on a pro rata and pari passu
basis according to the Percentage Interest represented by each Note.


 


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


 


Section 6.          Rights
of the Controlling Note Holder.


 


(a)          The Controlling
Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights and obligations
with respect to the Mortgage Loan (the “Controlling Note Holder Representative”). The Controlling Note Holder
shall have the right in its sole discretion at any time and from time to time to remove and replace the Controlling Note Holder
Representative. When exercising its various rights under Section 5 and elsewhere in this Agreement, the Controlling
Note Holder may, at its option, in each case, act through the Controlling Note Holder Representative. The Controlling Note Holder
Representative may be any Person (other than the Mortgage Loan Borrower, its principal or any Affiliate of the Mortgage Loan Borrower),
including, without limitation, the Controlling Note Holder, any officer or employee of the Controlling Note Holder, any affiliate
of the Controlling Note Holder or any other unrelated third party. No such Controlling Note Holder Representative shall owe any
fiduciary duty or other duty to any other Person (other than the Controlling Note Holder). All actions that are permitted to be
taken by the Controlling Note Holder under this Agreement may be taken by the Controlling Note Holder Representative acting on
behalf of the Controlling Note Holder. Any Servicer acting on behalf of the Lead Securitization Note Holder shall not be required
to recognize any Person as a Controlling Note Holder Representative until the Controlling Note Holder has notified such 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,
Trust 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 or Trustee of
the then-current Controlling Note Holder Representative.


 


Neither the Controlling
Note Holder Representative nor the Controlling Note Holder will have any liability to any other Note Holder or any other Person
for any action taken, or for refraining from the taking of any action or the giving of any consent or the failure to give


 






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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
and 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 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.


 


Each Non-Controlling
Note Holder shall provide notice of its identity and contact information (including any change thereof) to the Trustee, Certificate
Administrator, the Master Servicer and the Special Servicer under the Lead Securitization; provided, that each Initial Note
Holder shall be deemed to have provided such notice on the date hereof. The Trustee, Certificate Administrator, the Master Servicer
and the Special Servicer under the Lead Securitization shall be entitled to conclusively rely on such identity and contact information
received by it and shall not be liable in respect of any deliveries hereunder sent in reliance thereon.


 


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


 


For so long as the Lead
Securitization Note is included in the Lead Securitization, the “Controlling Class Representative” under the Lead Securitization
Servicing Agreement (or any other party designated under the Lead Securitization Servicing Agreement to exercise the rights of
the Controlling Note Holder hereunder) shall be the Controlling Note Holder Representative.


 


(b)          The Controlling
Note Holder shall be entitled to exercise the rights and powers granted to the Controlling Note hereunder and the rights and powers
granted to the Lead Securitization Controlling Class Representative with respect to the Mortgage Loan (assuming


 






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that
a “Subordinate Control Period” or similar period under, and as defined in, the Lead Securitization Servicing Agreement
is in effect). In addition, the Controlling Note Holder shall be entitled to advise (1) the Special Servicer with respect to all
matters related to the Mortgage Loan if it is a Specially Serviced Mortgage Loan and (2) the Special Servicer with respect to
all matters for which the Master Servicer must obtain the consent or deemed consent of the Special Servicer, and, except as set
forth below (i) the Master Servicer shall not be permitted to implement any Major Decision unless it has obtained the prior written
consent of the Special Servicer and (ii) the Special Servicer shall not be permitted to consent to the Master Servicer’s
implementing any Major Decision nor will the Special Servicer itself be permitted to implement any Major Decision as to which
the Controlling Note Holder has objected in writing within ten (10) Business Days (or thirty (30) days with respect to an Acceptable
Insurance Default) after receipt of the written recommendation and analysis and such additional information requested by the Controlling
Note Holder as may be necessary in the reasonable judgment of the Controlling Note Holder in order to make a judgment with respect
to such Major Decision. The Controlling Note Holder may also direct the Special Servicer to take, or to refrain from taking, such
other actions with respect to the Mortgage Loan as the Controlling Note Holder may deem advisable.


 


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


 


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


 


No objection, direction,
consent or advice 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.


 






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


 


Section
7.          Appointment of Special Servicer. The Controlling Note
Holder (or its Controlling Note Holder Representative) shall have the right (subject to the terms, conditions and limitations
in the Lead Securitization Servicing Agreement) 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 Special Servicer and each
other party 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 Communication or a Rating Agency Confirmation, but only 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 any
Non-Controlling Note Holder, such Non-Controlling Note Holder shall have the right to direct the Trustee (or at any time that
the Mortgage Loan is no longer included in a Securitization Trust, the Controlling Note Holder) to terminate the Special
Servicer under the Lead Securitization Servicing Agreement solely with respect to the Mortgage Loan pursuant to and in
accordance with the terms of the Lead Securitization Servicing Agreement. Each Note Holder acknowledges and agrees that any
successor special servicer appointed to replace the Special Servicer with respect to the Mortgage Loan that was terminated
for cause at a Non-Controlling Note Holder’s direction cannot at any time be the person (or an Affiliate thereof) that
was so terminated without


 






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the
prior written consent of such Non-Controlling Note Holder. Each 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 equivalent account).


 


Section 8.          Payment
Procedure.


 


(a)          The Lead Securitization
Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on its behalf), in accordance with the priorities
set forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to
be deposited all payments allocable to the Notes to the “Collection Account” and/or “Serviced Companion Loan
Custodial Account” (or the related analogous term and each as defined in the Lead Securitization Servicing Agreement) pursuant
to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer,
the Special Servicer or the Trustee acting on its behalf) shall deposit such amounts to the applicable account within one (1) Business
Day of receipt of properly identified funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf)
from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m.
(Eastern time) on any given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such
payment into the applicable account within one (1) Business Day of receipt of such payment, but, in any event , the Master Servicer
is required to deposit such payments into the applicable account within two (2) Business Days of receipt of such payment).


 


(b)          If the Lead Securitization
Note Holder (or the Servicer acting on its behalf) 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 (or the Servicer acting on its
behalf) shall not be required to distribute any portion thereof to any Non-Lead Securitization Note Holder and each Non-Lead Securitization
Note Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder (or the
Servicer acting on its behalf) any portion thereof that the Lead Securitization Note Holder (or the Servicer acting on its behalf)
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 (or the Servicer acting on its behalf) 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 (or the Servicer acting on its behalf) makes any payment to any Non-Lead Securitization Note
Holder before the Lead Securitization Note Holder (or the Servicer acting on its behalf) 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 (or the Servicer acting on its behalf) does not receive the corresponding payment within five (5) Business Days of its payment


 






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to
such Non-Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s
(or the Servicer acting on its behalf) request, promptly return that payment to the Lead Securitization Note Holder (or the Servicer
acting on its behalf).


 


(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 any 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. No Note
Holder shall have any 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; provided,
that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and
standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement.


 


The Note Holders acknowledge
that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) to
comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer
and the Trustee on its behalf) may exercise, or omit to exercise, any rights that the Lead Securitization Note Holder may have
under the Lead Securitization Servicing Agreement in a manner that may be adverse to the interests of any Non-Lead Securitization
Note Holder and that the Lead Securitization Note Holder (including any Servicer and the Trustee on its behalf) shall have no liability
whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization Note Holder’s exercise of
rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described above; provided,
that each Servicer must act in accordance with the Servicing Standard.


 


Section
10.          Bankruptcy. Subject to Section 5(c), each
Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder (or the Servicer on its behalf) 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 any 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


 






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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 any Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower
under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute
any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect
to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan.
The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, each Non-Lead Securitization Note
Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances
and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing
appointment and grant. All actions taken by any Servicer in connection with any Insolvency Proceeding are subject to and must
be in accordance with the Servicing Standard and the terms of this Agreement.


 


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 any Non-Lead Securitization Note Holder the
opportunity to purchase a participation interest in any future loans originated by the Lead Securitization Note Holder or its
Affiliates and if the Lead Securitization Note Holder chooses to offer to any 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. No Non-Lead Securitization Note Holders shall have any


 






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obligation
whatsoever to purchase from the Lead Securitization Note Holder a participation interest in any future loans originated by the
Lead Securitization Note Holder or its Affiliates.


 


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


 


Section 14.          Sale
of the Notes.


 


(a)          Each Note Holder
agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all
or any portion of its respective Note (or a participation interest in such Note) (a “Transfer”) except to a
Qualified Institutional Lender in accordance with the terms of this Agreement. Promptly after any such Transfer, any non-transferring
Note Holders shall be provided with (x) a representation from each transferee or the transferring Note Holder certifying that such
transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentence
or a Transfer by a Note Holder to an entity that constitutes a Qualified Institutional Lender pursuant to clause (c)(iii) of the
definition thereof) 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 each non-transferring Note Holder and, if any such non-transferring Note Holder’s
Note is held in a Securitization Trust, obtain a Rating Agency Confirmation from each of the applicable engaged Rating Agencies
for such Securitization Trust. Notwithstanding the foregoing, without each non-transferring Note Holder’s prior consent (which
will not be unreasonably withheld), and, if any such non-transferring Note Holder’s Note is held in a Securitization Trust,
without a Rating Agency from each of the applicable engaged Rating Agencies for such Securitization, no Note Holder shall Transfer
all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower
Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. The
transferring Note Holder agrees that it shall pay the expenses of any non-transferring Note Holder (including all expenses of the
Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and
all expenses relating to the confirmation from the Rating Agencies in connection with any such Transfer. Notwithstanding the foregoing,
unless the related Note is included in a Securitization, 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 and Note A-3, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a
transfer by the Special Servicer, in accordance with


 






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the
terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the
Mortgage Loan becoming a Defaulted Loan, to a single member limited liability or limited partnership, 100% of the equity interest
in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships,
by the Lead Securitization Trust.


 


For the purposes of
this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for
a Rating Agency Confirmation, 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 or repurchase 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 applicable Rating Agency (or, if not rated by an applicable Rating Agency, an equivalent (or
higher) rating from any two of Fitch, Moody’s and S&P) (a “Note Pledgee”), on terms and conditions
set forth in this Section 14(c), it being further agreed that a financing provided by a Note Pledgee to a Note Holder
or any person which Controls such Note that is secured by its Note and is structured as a repurchase arrangement, shall qualify
as a “Pledge” hereunder, provided that a Note Pledgee which is not a Qualified Institutional Lender may
not take title to the pledged Note without a Rating Agency Confirmation. Upon written notice by the applicable Note Holder to 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


 






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unreasonably
withheld, conditioned or delayed; (iv) that such other Note Holder shall give to such Note Pledgee copies of any notice of
default under this Agreement simultaneously with the giving of same to the pledging Note Holder and accept any cure thereof by
such Note Pledgee which such pledging Note Holder has the right (but not the obligation) to effect hereunder, as if such cure
were made by such 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;


 






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(iii)         such
Note Holder pledges (or sells, transfers or assigns as part of a repurchase facility) its interest in its Note to the Conduit as
collateral for the Conduit Inventory Loan;


 


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


 


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


 


Section
15.          Registration of the Notes and Each Note Holder. The
Agent shall keep or cause to be kept at the Agent Office books (the “Note Register”) for the registration
and transfer of the Notes. The Agent shall serve as the initial note registrar and the Agent hereby accepts such appointment.
The names and addresses of the holders of the Notes and the names and addresses of any transferee of any Note of which the
Agent has received notice, in the form of a copy of the assignment and assumption agreement referred to in this Section 15,
shall be registered in the Note Register. The Person in whose name a Note is so registered shall be deemed and treated as
the sole owner and holder thereof for all purposes of this Agreement. 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


 






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


 


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


 


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


 


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


 


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


 


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


 


Section
18.          Modifications. This Agreement shall not be modified,
cancelled or terminated except by an instrument in writing signed by each Note Holder. Additionally, for as long as any Note
is contained in a Securitization Trust, the Note Holders shall not amend or modify this Agreement without first delivering a
Rating Agency Communication to each Rating Agency; provided that no such Rating Agency Communication 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.


 






    	-39- 



     

    

 


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


 


Section
20.          Successors and Assigns; Third Party Beneficiaries. This
Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
Except as provided herein, including without limitation, with respect to the Trustee, Certificate Administrator, Master
Servicer and Special Servicer and any Non-Lead Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee, none of the
provisions of this Agreement shall be for the benefit of or enforceable by any Person not a party hereto. Subject to Section 14
and Section 15, each Note Holder may assign or delegate its rights or obligations under this Agreement. Upon any
such assignment, the assignee shall be entitled to all rights and benefits of the applicable Note Holder hereunder. For the
avoidance of doubt, the representations in Section 11 shall not be binding upon any Securitization Trust.


 


Section
21.          Counterparts. This Agreement may be executed in any
number of counterparts and all of such counterparts shall together constitute one and the same instrument. Delivery of an
executed counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by facsimile transmission
shall be effective as delivery of a manually executed original counterpart of this Agreement.


 


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


 


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


 


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


 


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


 






    	-40- 



     

    

 


Securitization
Note Holder shall furnish such Non-Lead Securitization Note Holder with a statement setting forth the amount of Taxes withheld,
the applicable rate and other information which may reasonably be requested for purposes of assisting such Note Holder to seek
any allowable credits or deductions for the Taxes so withheld in each jurisdiction in which such Note Holder is subject to tax.


 


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


 


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


 






    	-41- 



     

    

 


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


 


Section 27.          Cooperation
in Securitization.


 


(a)          Each Note Holder
acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization. In connection with
a Securitization and subject to the terms of the preceding sentence, at the request of the related Securitizing Note Holder, each
related Non-Securitizing Note Holder shall use reasonable efforts, at such Securitizing Note Holder’s expense, to satisfy,
and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards
to which such Securitizing Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating
Agencies in connection with such Securitization, including, entering into (or consenting to, as applicable) any modifications to
this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage
Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by
the Rating Agencies to effect such Securitization; provided, that no Non-Securitizing Note Holder shall be required to modify
or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith,
if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to or priority
of such payments to, such Non-Securitizing Note Holder or (ii) materially increase such Non-Securitizing Note Holder’s obligations
or materially decrease such Non-Securitizing Note Holder’s rights, remedies or protections. In connection with any Securitization,
each related Non-Securitizing Note Holder shall provide for inclusion in any disclosure document relating to such Securitization
such information concerning such Non-Securitizing Note Holder and its Note as the related Securitizing Note Holder reasonably determines
to be necessary or appropriate, and such Non-Securitizing Note Holder shall, at the Securitizing Note Holder’s expense, cooperate
with the reasonable requests of each Rating Agency and such Securitizing Note Holder in connection with such Securitization (including,
without limitation, reasonably cooperating with the Securitizing Note Holder (without any obligation to make additional representations
and warranties) to enable the Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions
(including customary securities law opinions) in connection with the Mortgage Loan and such Securitization), as well as in connection
with all other matters and the preparation of any offering documents thereof and to review and respond reasonably promptly with
respect to any information relating to such Non-Securitizing Note Holder and its Note in any Securitization document. Each Note
Holder acknowledges that in connection with


 






    	-42- 



     

    

 


any
Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note
Holder may be incorporated into the offering documents for such Securitization. Each Securitizing Note Holder and each Rating
Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Note Holder. The Securitizing
Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested
that is in the Securitizing Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation
of disclosure materials in connection with a Securitization.


 


Upon request, each Securitizing
Note Holder shall deliver to each related Non-Securitizing Note Holder drafts of the preliminary and final offering memoranda,
prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the
Securitization of such Securitizing Note Holder’s Note and provide reasonable opportunity to review and comment on such documents.


 


Section
28.          Notices. All notices required hereunder shall be given
by (i) telephone (confirmed promptly in writing) or shall be in writing and personally delivered, (ii) sent by 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), (iii) reputable overnight delivery service (charges prepaid) or
(iv) certified United States mail, postage prepaid return receipt requested, and addressed to the respective parties at
their addresses set forth on Exhibit B hereto, or at such other address as any party shall hereafter inform the other
party by written notice given as aforesaid. All written notices so given shall be deemed effective upon receipt.


 


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


 


Section 30.          Certain
Matters Affecting the Agent.


 


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


 


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


 


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


 


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


 






    	-43- 



     

    

 


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


 


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


 


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


 


Section 31.          Reserved.


 


Section
32.          Resignation or Termination of Agent. The Agent may
resign at any time on ten (10) days’ prior notice, so long as a successor Agent, reasonably satisfactory to the Note
Holders (it being agreed that a Servicer, the Trustee or a Certificate Administrator in a Securitization is satisfactory to
the Note Holders), has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. UBSRES, as Initial
Agent, may transfer its rights and obligations to a Servicer, the Trustee or the Certificate Administrator, as successor
Agent, at any time without the consent of any Note Holder. Notwithstanding the foregoing, Note Holders hereby agree that,
simultaneously with the closing of the Lead Securitization, the Master Servicer shall be deemed to have been
automatically appointed as the successor Agent under this Agreement in place of UBSRES without any further notice or other
action. The termination or resignation of such Master Servicer, as Master Servicer under the Lead Securitization Servicing
Agreement, shall be deemed a termination or resignation of such Master Servicer as Agent under this Agreement, and any
successor master servicer shall be deemed to have been automatically appointed as the successor Agent under this Agreement in
place thereof without any further notice or other action.


 


Section
33.          Resizing. Notwithstanding any other provision of this
Agreement, for so long as UBSRES or an affiliate thereof (an “Original Entity”) is the owner of each
Non-Lead Securitization Note (an “Owned Note”), such Original Entity shall have the right, subject to the
terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional
notes (in either case, “New Notes”) reallocating the principal of an Owned Note to such New Notes; or
severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to
the then outstanding principal balance of such 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 such Owned Note prior to
such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such
amendments, (iii) all Notes pay pro rata and on a pari passu basis and such reallocated or component notes
shall be automatically subject to the terms of this Agreement, (iv) the Original Entity holding the New Notes shall
notify the Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the
Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New
Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Original Entity
holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing


 






    	-44- 



     

    

 


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 each other Note. In connection with the foregoing (provided the
conditions set forth in clauses (i) through (v) above are satisfied, with respect to clauses (i) through (iv), as
certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized
and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders,
as applicable, solely for the purpose of reflecting such reallocation of principal. If more than one New Note is created hereunder,
for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling
Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as provided in the definitions of such
terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate any New Note created from the
existing Controlling Note to be a Non-Controlling Note hereunder.


 


[SIGNATURE PAGE FOLLOWS]


 






    	-45- 



     

    

 


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





	 	 
	 	UBS REAL ESTATE SECURITIES
INC.,

as Initial Note A-1 Holder
	 	 	 
	 	By:  	/s/ Jared Randall
	 	 	Name: Jared Randall 
	 	 	Title: Executive Director
	 	 	 
	 	 By:	/s/ Racquel A.C. Small 
	 	 	Name: Racquel A.C. Small
	 	 	Title: Executive Director










	 	 
	 	UBS REAL ESTATE SECURITIES
INC.,

as Initial Note A-2 Holder
	 	 	 
	 	By:  	/s/ Jared Randall
	 	 	Name: Jared Randall 
	 	 	Title: Executive Director
	 	 	 
	 	 By:	/s/ Racquel A.C. Small 
	 	 	Name: Racquel A.C. Small
	 	 	Title: Executive Director





	 	 
	 	UBS REAL ESTATE SECURITIES
INC.,

as Initial Note A-3 Holder
	 	 	 
	 	By:  	/s/ Jared Randall
	 	 	Name: Jared Randall 
	 	 	Title: Executive Director
	 	 	 
	 	 By:	/s/ Racquel A.C. Small 
	 	 	Name: Racquel A.C. Small
	 	 	Title: Executive Director


 


In-Rel
8 Agreement Between Note Holders


 






    	 



     

    

 


EXHIBIT A


 


MORTGAGE LOAN SCHEDULE


 


Description of Mortgage Loan


 


	Mortgage Loan Borrower(s):	Lynnfield Office Project, LLC, Bainbridge Mall, LLC, Chase Tower Building Owner, LLC, 50 Penn Building Owner, LLC, Braswell Building Owner, LLC, Center Point Center Owner, LLC, Plantation Merchandise Mart, Inc., 4100 Okeechobee Building Owner, LLC and White Station Building, LLC
	Date of Mortgage Loan:	May 9, 2016
	Date of Original Note:	May 9, 2016
	Date of the Notes:	May 9, 2016
	Original Principal Amount of Mortgage Loan:	$92,500,000
	Promissory Note A-1 Principal Balance:	$60,000,000
	Promissory Note A-2 Principal Balance:	$200,000,000
	Promissory Note A-3 Principal Balance:	$12,500,000
	Location of Mortgaged Property:	Oklahoma City, OK, Memphis, TN, Lexington, KY, West Palm Beach, FL, Banbridge, GA, Center Point, AL, Plantation, FL
	Initial Maturity Date:	June 6, 2021


 






    	A-1 



     

    

 


EXHIBIT B


 


1.            Initial Note A-1 Holder:


 


(Prior to Securitization of Note A-1):


 


To UBSRES:


 


UBS Real Estate Securities Inc.


1285 Avenue of the Americas


New York, New York 10019


Attention:  David Schell


Email:  david.schell@ubs.com


 


          with a copy to:          


 


Cadwalader, Wickersham & Taft LLP


200 Liberty Street


New York, New York 10281


Attention: Frank Polverino, Esq.


Facsimile No.: (212) 504-6666


Email: frank.polverino@cwt.com


 


Following Securitization of Note A-1 the applicable notice
addresses set forth in the related Securitization Servicing Agreement.


 


2.            Initial Note A-2 Holder:


 


To UBSRES:


 


UBS Real Estate Securities Inc.


1285 Avenue of the Americas


New York, New York 10019


Attention:  David Schell


Email:  david.schell@ubs.com


 


          with a copy to:          


 


Cadwalader, Wickersham &
Taft LLP


200 Liberty Street


New York, New York 10281


Attention: Frank Polverino, Esq.


Facsimile No.: (212) 504-6666


Email: frank.polverino@cwt.com


 






    	B-1 



     

    

 


Following Securitization of Note A-2 the applicable notice
addresses set forth in the related Securitization Servicing Agreement.


 


3.            Initial Note A-3 Holder:


 


To UBSRES:


 


UBS Real Estate Securities Inc.


1285 Avenue of the Americas


New York, New York 10019


Attention:  David Schell


Email:  david.schell@ubs.com


 


          with a copy to:          


 


Cadwalader, Wickersham & Taft LLP


200 Liberty Street


New York, New York 10281


Attention: Frank Polverino, Esq.


Facsimile No.: (212) 504-6666


Email: frank.polverino@cwt.com


 


Following Securitization of Note A-3 the applicable notice
addresses set forth in the related Securitization Servicing Agreement.


 






    	B-2 



     

    

 


EXHIBIT C


 


PERMITTED FUND MANAGERS


 


		1.	Alliance Bernstein






		2.	Annaly Capital Management






		3.	Apollo Real Estate Advisors






		4.	Archon Capital, L.P.






		5.	AREA Property Partners






		6.	Artemis Real Estate Partners






		7.	BlackRock, Inc.






		8.	Capital Trust, Inc.






		9.	Clarion Partners






		10.	Colony Capital, LLC / Colony Financial, Inc.






		11.	CreXus Investment Corporation/Annaly Capital Management






		12.	DLJ Real Estate Capital Partners






		13.	Dune Real Estate Partners






		14.	Eightfold Real Estate Capital, L.P.






		15.	Five Mile Capital Partners






		16.	Fortress Investment Group, LLC






		17.	Garrison Investment Group






		18.	Goldman, Sachs & Co.






		19.	H/2 Capital Partners LLC






		20.	Hudson Advisors






		21.	Investcorp International






		22.	iStar Financial Inc.






		23.	J.P. Morgan Investment Management Inc.






		24.	JER Partners






		25.	Lend-Lease Real Estate Investments






		26.	Libermax Capital LLC






		27.	LoanCore Capital






		28.	Lone Star Funds






		29.	Lowe Enterprises






		30.	Normandy Real Estate Partners






		31.	One William Street Capital Management, L.P.






		32.	Och-Ziff Capital Management Group/ OZ Management, L.P./ OZ Management II., L.P.






		33.	Praedium Group






		34.	Raith Capital Partners, LLC






		35.	Rialto Capital Management, LLC






		36.	Rialto Capital Partners LLC






		37.	Rimrock Capital Management LLC






		38.	Rockpoint Group






		39.	Rockwood






		40.	RREEF Funds






		41.	Square Mile Capital Management






		42.	Starwood Capital Group/Starwood Financial Trust






		43.	The Blackstone Group






		44.	The Carlyle Group






		45.	Torchlight Investors






		46.	Walton Street Capital, L.L.C.






		47.	Westbrook Partners






		48.	WestRiver Capital






		49.	Wheelock Street Capital






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



 






    	C-1