Exhibit 4.14


 


 


EXECUTION VERSION


 


AGREEMENT BETWEEN NOTE HOLDERS


 


Dated as of March 8, 2016


 


by and between


 


GOLDMAN SACHS MORTGAGE COMPANY,

(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)


 


Twenty Ninth Street Retail


 






    	 



     

    

 


TABLE OF CONTENTS


 





	 	 	 	Page
	 	 	 	 
	Section 1.	Definitions	 	1
	Section 2.	Servicing of the Mortgage Loan	 	16
	Section 3.	Priority of Payments	 	28
	Section 4.	Workout	 	29
	Section 5.	Administration of the Mortgage Loan	 	29
	Section 6.	Rights of the Controlling Note Holder	 	34
	Section 7.	Appointment of Special Servicer	 	37
	Section 8.	Payment Procedure	 	38
	Section 9.	Limitation on Liability of the Note Holders	 	39
	Section 10.	Bankruptcy	 	39
	Section 11.	Representations of the Note Holders	 	40
	Section 12.	No Creation of a Partnership or Exclusive Purchase Right	 	40
	Section 13.	Other Business Activities of the Note Holders	 	40
	Section 14.	Sale of the Notes	 	41
	Section 15.	Registration of the Notes and Each Note Holder	 	44
	Section 16.	Governing Law; Waiver of Jury Trial	 	44
	Section 17.	Submission To Jurisdiction; Waivers	 	45
	Section 18.	Modifications	 	45
	Section 19.	Statement of Intent	 	45
	Section 20.	Successors and Assigns; Third Party Beneficiaries	 	46
	Section 21.	Counterparts	 	46
	Section 22.	Captions	 	46
	Section 23.	Severability	 	46
	Section 24.	Entire Agreement	 	46
	Section 25.	Withholding Taxes	 	46
	Section 26.	Custody of Mortgage Loan Documents	 	48
	Section 27.	Cooperation in Securitization	 	48
	Section 28.	Notices	 	49
	Section 29.	Broker	 	49
	Section 30.	Certain Matters Affecting the Agent	 	49
	Section 31.	Reserved	 	50
	Section 32.	Resignation or Termination of Agent	 	50
	Section 33.	Resizing	 	50
	 	 	 	 


 









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This AGREEMENT BETWEEN
NOTE HOLDERS (this “Agreement”), dated as of March 8, 2016 by and between GOLDMAN SACHS MORTGAGE COMPANY, (“GSMC”
together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 described below, the “Initial
Note A-1 Holder” and, in its capacity as the initial agent, the “Initial Agent”), UBS REAL ESTATE
SECURITIES INC. (“UBSRES” together with its successors and assigns in interest, in its capacity as initial owner
of Note A-2 described below, the “Initial Note A-2 Holder”) and UBSRES (together with its successors and assigns
in interest, in its capacity as initial owner of Note A-3 described below, 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 and GSMC co-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 January 14, 2016: (i) one promissory note designated Promissory Note A-1 made
by the Mortgage Loan Borrower in favor of GSMC in the original principal amount of $75,000,000, (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 $40,000,000 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 $35,000,000. 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, 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
respective meanings ascribed to such terms or any one or more analogous terms in the Lead Securitization Servicing Agreement.
Whenever used in this


 






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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”.


 


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


 


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


 


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


 


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


 


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


 


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


 






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“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 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.


 


“First Securitization”
shall mean the earliest to occur of the Note A-1 Securitization, the Note A-2 Securitization and the Note A-3 Securitization.


 


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


 


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


 






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


 


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


 


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


 


“Initial Note
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 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.


 






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


 


“Lead Securitization”
shall mean (a) if the First Securitization is also the Note A-1 Securitization, such First Securitization and (b) if the First
Securitization is not also the Note A-1 Securitization, then (i) for the period from the closing date of the First Securitization
until the Note A-1 Securitization Date, the First Securitization and (ii) on and after the Note A-1 Securitization Date, 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 (a) during the period from and after the earliest of the Note A-2 Securitization Date and the Note A-3
Securitization Date, but prior to the Note A-1 Securitization Date, Note A-2 or Note A-3, as applicable; and (b) on and after the
Note A-1 Securitization Date, Note A-1.


 


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


 


“Lead Securitization
Servicing Agreement” shall mean, as of any date of determination, the pooling and servicing agreement that governs the
Securitization that is then the Lead Securitization.


 


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


 


“Major Decisions”
shall mean each “Major Decision” or other analogous term 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 November 3, between UBSRES, as lender, and the Mortgage Loan Borrower,
as the same may


 






    	 	-5-	 



     

    

 


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


 


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


 


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


 


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


 


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


 


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


 


“MSCI 2015-UBS8
PSA” shall mean the pooling and servicing agreement, dated as of December 1, 2015, among Morgan Stanley Capital I INC.,
as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Rialto Capital Advisors,
LLC, as special servicer, Situs Holdings, LLC, as trust advisor and Wells Fargo Bank, National Association, as trustee, certificate
administrator, certificate registrar, authenticating agent and custodian.


 


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


 


“Non-Controlling
Note” means any Note other than the Controlling Note, and any New Note designated as a “Non-Controlling Note”
hereunder pursuant to Section 33.


 


“Non-Controlling
Note Holder” means any holder of a Non-Controlling Note; 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”


 






    	 	-6-	 



     

    

 


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 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 Certificate
Administrator” shall mean the certificate administrator or other analogous term under the Non-Lead Securitization Servicing
Agreement.


 


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


   


“Non-Lead Securitization
Note” shall mean any Note other than the Lead Note.


 


“Non-Lead Securitization
Note Holder” shall mean any holder of a Non-Lead Securitization Note.


 


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


 


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





 






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“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.


 


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


 


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


 


“Note A-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.


  






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“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.


 


“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-32 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.


  






    	 	-9-	 



     

    

 


“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.


 


“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.


 






    	 	-10-	 



     

    

 


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


 


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


 


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


 


(c)          one
or more of the following:


 


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


 


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


 






    	 	-11-	 



     

    

 


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 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).


 






    	 	-12-	 



     

    

 


“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
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.


 






    	 	-13-	 



     

    

 


“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 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.


 






    	 	-14-	 



     

    

 


“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”.


 


“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).


 






    	 	-15-	 



     

    

 


“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 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 Master Servicer
and the Special Servicer pursuant to the terms of this Agreement and the Lead Securitization Servicing Agreement; 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


 






    	 	-16-	 



     

    

 


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 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


 






    	 	-17-	 



     

    

 


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 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


 






    	 	-18-	 



     

    


 





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 Advance is or would be non-recoverable, or if the Master Servicer,
the Special Servicer or the Trustee, as applicable, subsequently determines that a proposed Servicing Advance would be non-recoverable
or an outstanding Servicing Advance is or would be non-recoverable, then the Master Servicer or the Trustee (as provided in the
Lead Securitization Servicing Agreement, in the case of a determination of non-recoverability by the Master Servicer, the Special
Servicer or the Trustee) or such Non-Lead Master Servicer or Non-Lead Trustee (as provided in the related Non-Lead Securitization
Servicing Agreement, in the case of the a determination of non-recoverability by a Non-Lead Master Servicer, a Non-Lead Special
Servicer or a Non-Lead Trustee) shall notify the Master Servicer and the Trustee, or the related Non-Lead Master Servicer and the
related Non-Lead Trustee, as the case may be, of such other Securitization within one (1) Business Day of making such determination
together with such reports that the Master Servicer delivered to the Special Servicer or Trustee in connection with notification
of its determination of nonrecoverability. 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)          The
Lead Securitization Note Holder agrees that it shall cause the Lead Securitization Servicing Agreement to provide as follows (and
to the extent such following provisions are not included in the Lead Securitization Servicing Agreement, such provisions shall
be deemed incorporated therein and made a part thereof):


 


(i)          the
Master Servicer shall remit all payments received with respect to each Non-Lead Securitization Note, net of the servicing fees
payable to the Master Servicer and Special Servicer with respect to such Non-Lead Securitization Note, and any other applicable
fees and reimbursements payable to the Master Servicer, the Special Servicer and the Trustee, to the related Non-Lead Securitization
Note Holder by the earlier of (x)


 






    	 	-19-	 



     

    

 


the
“remittance date” (or any term substantially similar thereto) and (y) the Business Day following the “determination
date” (or any term substantially similar thereto) as defined in the Non-Lead Securitization Servicing Agreement (such determination
date, the “Non-Lead Securitization Determination Date”);


 


(ii)          with
respect to a Non-Lead Securitization Note that is held by a Securitization, the Master Servicer agrees to deliver or cause to
be delivered to the related Non-Lead Master Servicer all reports required to be delivered by the Master Servicer to the Certificate
Administrator and the Trustee under the Lead Securitization Servicing Agreement (which shall include all loan-level reports constituting
the CREFC® Investor Reporting Package (CREFC® IRP)) pursuant to the terms of the Lead Securitization Servicing
Agreement to the extent related to the Mortgage Loan, the Mortgaged Property, each Non-Lead Securitization Note, the Master Servicer,
the Special Servicer, the Certificate Administrator or the Trustee by the earlier of (x) the “remittance date” (or
any term substantially similar thereto) and (y) the Business Day following the Non-Lead Securitization Determination Date;


 


(iii)         the
Master Servicer shall provide (in electronic media) to each Non-Lead Securitization Note Holder all documents, certificates, instruments,
notices, reports, operating statements, rent rolls and other information regarding the Mortgage Loan provided by it to any other
party to the Lead Securitization Servicing Agreement at the time provided to such other party;


 


(iv)         the
servicing duties of each of the Master Servicer and Special Servicer under the Lead Securitization Servicing Agreement shall include
the duty to service the Mortgage Loan and all of the Notes on behalf of the Note Holders (including the respective trustees and
certificateholders) in accordance with the terms and provisions of this Agreement, the Lead Securitization Servicing Agreement
and the Servicing Standard;


 


(v)          each
Non-Lead Securitization Note Holder shall be entitled to the same indemnity as the Lead Securitization Note Holder under the Lead
Securitization Servicing Agreement; each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, any primary servicer and the Custodian shall be required to indemnify each Certifying Person and
the depositor of any public Other Securitization Trust, and their respective directors and officers and controlling persons, to
the same extent that they indemnify the Depositor (as depositor in respect of the Lead Securitization) and each Certifying Person
for (i) its failure to deliver the items in clause (vi) below in a timely manner, (ii) its failure to perform its obligations
to such depositor or Non-Lead Trustee under Article XI of the Lead Securitization Servicing Agreement by the time required after
giving effect to any applicable grace period or cure period, (iii) the failure of any Servicing Function Participant or Additional
Servicer retained by it (other than a Mortgage Loan Seller Sub-Servicer) to perform its obligations to such depositor or trustee
under such Article XI of the Lead Securitization Servicing Agreement by the time required after giving effect to any applicable
grace period and cure period and/or (iv) any Deficient Exchange Act Deliverable regarding, and delivered by or on behalf of, such
party;


 






    	 	-20-	 



     

    

 


(vi)          with
respect to any Non-Lead Securitization that is subject to reporting requirements under the Securities Act, the Exchange Act (including
Rule 15Ga-1), and Regulation AB, (a) the Master Servicer, any primary servicer, the Special Servicer, the Trustee, the Certificate
Administrator or other party acting as custodian for the Lead Securitization shall be required to deliver (and shall be required
to cause each other servicer and servicing function participant (within the meaning of Items 1123 and 1122, respectively, of Regulation
AB) retained or engaged by it to deliver; provided that such party shall only be required to use commercially reasonable efforts
to cause a Mortgage Loan Seller Sub-Servicer to deliver), in a timely manner (i) the reports, certifications, compliance statements,
accountants’ assessments and attestations, information to be included in reports (including, without limitation, Form ABS-15G,
Form 10-K, Form 10-D and Form 8-K), and (ii) upon request, any other materials specified in each Non-Lead Securitization Servicing
Agreement, in the case of clauses (i) and (ii), as each Non-Lead Depositor or Non-Lead Trustee reasonably believes, in good faith,
are required in order for the related Non-Lead Depositor or related Non-Lead Trustee to comply with their respective obligations
under the Securities Act, the Exchange Act (including Rule 15Ga-1) and Regulation AB, (b) without limiting the generality of the
foregoing (x) the Trustee or Certificate Administrator, as applicable, shall provide or cause to be provided to each Non-Lead
Depositor (and to counsel to such Non-Lead Depositor) and each Non-Lead Trustee (1) written notice in a timely manner (but no
later than three (3) Business Days prior to closing) of the occurrence of such Securitization, and (2) no later than the closing
date of such Securitization, a copy of the Lead Securitization Servicing Agreement in an EDGAR-compatible format, and (y) the
Master Servicer and Special Servicer (or any replacement Master Servicer or Special Servicer, as applicable) shall, upon reasonable
prior written request, and subject to the right of the Master Servicer or the Special Servicer, as the case may be, to review
and approve such disclosure materials, permit a holder of each Non-Lead Securitization Note to use such party’s description
contained in the Lead Securitization prospectus (updated as appropriate by the Master Servicer or Special Servicer, as applicable,
at the cost of the related Non-Lead Depositor) (or, in the case of a replacement Special Servicer, contained in a Lead Securitization
Form 8-K), for inclusion in the disclosure materials (or, in the case of a replacement Special Servicer, for inclusion in a Form
8-K) relating to any securitization of the related Non-Lead Securitization Note, and (z) the Master Servicer and the Special Servicer
(or any replacement Master Servicer or Special Servicer, as applicable), shall provide indemnification agreements, opinions and
Regulation AB compliance letters as were or are being delivered with respect to the Lead Securitization (in each case, at the
cost of the related Non-Lead Depositor), and (c) in connection with any amendment of the Lead Securitization Servicing Agreement,
the Trustee or Certificate Administrator, as applicable, shall provide written notice (which may be by email) of such proposed
amendment to the Non-Lead Depositor (and counsel thereto) and the Non-Lead Trustee of each Non-Lead Securitization no later than
three (3) Business Days prior to the date of effectiveness of such amendment, and, on the date of effectiveness of such amendment
to the Lead Securitization Servicing Agreement, provide a copy of such amendment in an EDGAR-compatible format to the Non-Lead
Depositor (and counsel thereto) and the Non-Lead Trustee of each Non-Lead Securitization. The Master Servicer and the Special
Servicer shall each be required to provide certification and indemnification to any


 






    	 	-21-	 



     

    

 


Certifying
Person with respect to any applicable Sarbanes-Oxley Certification with respect to a Non-Lead Securitization;


 


(vii)          each
of the Master Servicer, the Special Servicer, the Custodian and the Trustee and each Affected Reporting Party shall cooperate
(and require each Servicing Function Participant and Additional Servicer retained by it to cooperate under the applicable Sub-Servicing
Agreement), with each Non-Lead Depositor (including, without limitation, providing all due diligence information, reports, written
responses, negotiations and coordination) to the same extent as such party is required to cooperate with the Lead Depositor under
Section 11.12 of the Lead Securitization Servicing Agreement and in connection with Deficient Exchange Act Deliverables. All respective
reasonable out-of-pocket costs and expenses incurred by each Non-Lead Depositor (including reasonable legal fees and expenses
of outside counsel to such depositor) in connection with the foregoing (other than those costs and expenses related to participation
by such Non-Lead Depositor in any telephone conferences and meetings with the Commission and other costs the Non-Lead Depositor
must bear pursuant to Section 11.12 of the Lead Securitization Servicing Agreement) and any amendments to any reports filed with
the Commission therewith shall be promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice
from such Non-Lead Depositor;


 


(viii)         any
late collections received by the Master Servicer from the Mortgage Loan Borrower that are allocable to any Non-Lead Securitization
Note or reimbursable to a Non-Lead Master Servicer or a Non-Lead Trustee shall be remitted by the Master Servicer to such Non-Lead
Master Servicer within one (1) Business Day of receipt and identification thereof; provided, however, that to the
extent any such amounts are received after 3:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially
reasonable efforts to remit such late collections to the Non-Lead Master Servicer within one (1) Business Day of receipt of properly
identified funds but, in any event, the Master Servicer shall remit such amounts within two (2) Business Days of receipt of properly
identified funds;


 


(ix)           each
Non-Lead Securitization Note Holder is an intended third-party beneficiary in respect of the rights afforded it under the Lead
Securitization Servicing Agreement and each Non-Lead Master Servicer shall be entitled to enforce the rights of the Non-Lead Securitization
Note Holder under this Agreement and the Lead Securitization Servicing Agreement;


 


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


 


(xi)           if
the Mortgage Loan becomes a Defaulted Loan and the Special Servicer determines to sell the Lead Securitization Note in accordance
with the Lead Securitization Servicing Agreement, it shall have the right and the obligation to sell both


 






    	 	-22-	 



     

    

 


of
the Notes as notes evidencing one whole loan in accordance with the terms of the Lead Securitization Servicing Agreement. In connection
with any such sale, the Special Servicer shall provide notice to each Non-Controlling Note Holder of the planned sale and of such
Non-Controlling Note Holder’s opportunity to submit an offer on the Mortgage Loan;


 


(xii)          the
Lead Securitization Servicing Agreement shall not be amended in any manner that materially and adversely affects a Non-Lead Securitization
Note Holder without the consent of such Non-Lead Securitization Note Holder;


 


(xiii)          to
the extent related to the Mortgage Loan, the Master Servicer or the Special Servicer, Rating Agency Confirmation shall be provided
with respect to the commercial mortgage pass-through certificates issued in connection with any Non-Lead Securitization to the
same extent provided with respect to the commercial mortgage pass-through certificates issued in connection with the Lead Securitization;


 


(xiv)          Servicer
Termination Events (or any analogous term) with respect to the Master Servicer and the Special Servicer shall include: (i) solely
with respect to the Master Servicer, the failure to timely remit payments to each Non-Lead Securitization Note Holder, which failure
continues unremedied for one (1) Business Day following the date on which such payment was to be made; (ii) solely with respect
to the Special Servicer, the failure to deposit into any REO Account any amount required to be so deposited within two (2) Business
Days after the date such deposit was to be made, or the failure to remit to the Master Servicer for deposit into the Collection
Account or the related Whole Loan Custodial Account, as applicable, any amount required to be so remitted by the Special Servicer
within one (1) Business Day after the date such remittance was to be made; (iii) the qualification, downgrade or withdrawal, or
placing on “watch status” in contemplation of a rating downgrade or withdrawal of the ratings of any class of certificates
issued in connection with a Non-Lead Securitization by the rating agencies rating such securities (and such qualification, downgrade,
withdrawal or “watch status” placement shall not have been withdrawn by such rating agencies within sixty (60) days
of actual knowledge of such event by the Master Servicer or the Special Servicer, as the case may be), publicly citing servicing
concerns with the Master Servicer or Special Servicer, as applicable, as the sole or a material factor in such rating action;
and (iv) the failure to provide to a Non-Lead Securitization Note Holder (if and to the extent required under a Non-Lead Securitization)
reports required under the Exchange Act, and the rules and regulations thereunder, in a timely fashion. Upon the occurrence of
such a Servicer Termination Event with respect to the Master Servicer affecting a Non-Lead Securitization Note Holder and the
Master Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Trustee shall, upon the
direction of a Non-Lead Securitization Note Holder, require the appointment of a subservicer with respect to such Non-Lead Securitization
Note. Upon the occurrence of a Servicer Termination Event with respect to the Special Servicer affecting a Non-Lead Securitization
Note Holder and the Special Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the
Trustee shall, upon direction of such Non-Lead Securitization Note Holder, terminate the Special Servicer;


 






    	 	-23-	 



     

    

 


(xv)          upon
any resignation of the Master Servicer or the Special Servicer, any replacement of the Special Servicer, any termination
of the Master Servicer or Special Servicer and/or any replacement thereof, any appointment of a successor to the Master Servicer
or Special Servicer, or the effectiveness of any designation of a new Special Servicer, the Trustee or Certificate Administrator
shall promptly (and in any event no later than three (3) Business Days prior to the effective date of such resignation, termination,
replacement and/or appointment of a Master Servicer or Special Servicer) provide written notice thereof to each Non-Lead Trustee,
each Non-Lead Master Servicer, each Non-Lead Depositor, and counsel to the related Non-Lead Depositor, together with any information
reasonably required (including, without limitation, any disclosure required under Item 1108 of Regulation AB) for the related
Non-Lead Securitization to comply with any applicable reporting obligations under the Exchange Act; provided, that such
notice shall not be deemed to be provided unless receipt thereof has been confirmed in writing (which may be by email) from each
Non-Lead Depositor and counsel to the related Non-Lead Depositor;


 


(xvi)          if
any Non-Lead Securitization Note becomes the subject of a review of representations and warranties (an “Asset Review”)
conducted by an “asset representations reviewer” (within the meaning of Item 1101(m) of Regulation AB, and such party,
the “Non-Lead Asset Representations Reviewer”) pursuant to each Non-Lead Securitization Servicing Agreement,
the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with each Non-Lead Asset Representations
Reviewer or any other party to such Non-Lead Securitization Servicing Agreement in connection with such Asset Review by providing
such Non-Lead Asset Representations Reviewer or such other requesting party with any documents reasonably requested by the related
Non-Lead Asset Representations Reviewer or such other requesting party, but only to the extent such documents are in the possession
of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be; and


 


(xvii)          any
conflict between the Lead Securitization Servicing Agreement and this Agreement shall be resolved in favor of this Agreement.


 


    (d)          Each
Non-Lead Securitization Note Holder agrees that it shall cause each Non-Lead Securitization Servicing Agreement to provide as
follows (and to the extent such following provisions are not included in any Non-Lead Securitization Servicing Agreement, they
shall be deemed incorporated therein and made a part thereof):


 


    (i)          such
Non-Lead Securitization Note Holder shall be responsible for its pro rata share of any Servicing Advances (and Advance Interest
thereon) and any Additional Trust 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, (A) each Non-Lead Master Servicer shall be required to, promptly following
notice from the Master Servicer or the Special Servicer, pay or reimburse the Master Servicer, the Special Servicer, the


 






    	 	-24-	 



     

    

 


Certificate
Administrator, the Trustee or the Lead Securitization Trust, as applicable, out of general funds in the collection account (or
equivalent account) established under the related Non-Lead Securitization Servicing Agreement for each Non-Lead Securitization
Note Holder’s pro rata share of any such Nonrecoverable Servicing Advances (together with Advance Interest thereon) and/or
Additional Trust Expenses (including compensation due to the Master Servicer and the Special Servicer to the extent related to
the servicing and administration of the Mortgage Loan and the Mortgaged Property), and (B) if the Lead Securitization Servicing
Agreement permits the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee to reimburse itself
from the Lead Securitization Trust’s general account, then the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee, as applicable, may do so, and each Non-Lead Master Servicer will be required to, promptly following notice from
the Master Servicer, the Special Servicer or the Trustee, reimburse the Lead Securitization Trust out of general funds in the
collection account (or equivalent account) established under the related Non-Lead Securitization Servicing Agreement for each
Non-Lead Securitization Note Holder’s pro rata share of any such Nonrecoverable Servicing Advances (together with Advance
Interest thereon) and/or Additional Trust Expenses (including compensation due to the Master Servicer and the Special Servicer
to the extent related to the servicing and administration of the Mortgage Loan and the Mortgaged Property);


 


(ii)          each
of the Indemnified Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required to indemnify
each of such Indemnified Parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of
the Lead Securitization Servicing Agreement and, in the case of the Lead Securitization Trust, to the extent of any Additional
Trust Expenses with respect to the Mortgage Loan) by each Non-Lead Securitization Trust, against any of the Indemnified Items
to the extent of its pro rata share of such Indemnified Items, and to the extent amounts on deposit in the Whole Loan Custodial
Account that are allocated to the Non-Lead Securitization Note are insufficient for reimbursement of such amounts, the Non-Lead
Master Servicer will be required to reimburse each of the applicable Indemnified Parties for the Non-Lead Securitization Note’s
pro rata share of the insufficiency out of general funds in the collection account (or equivalent account) established under the
related Non-Lead Securitization Servicing Agreement;


 


(iii)          the
related Non-Lead Master Servicer will be required to deliver to the Trustee, the Certificate Administrator, the Special Servicer,
the Master Servicer and the Operating Advisor (i) promptly following Securitization of any 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, the related Non-Lead Certificate Administrator, the related Non-Lead Master Servicer, the related
Non-Lead Special Servicer and the party designated to exercise the rights of a “Non-Controlling Note Holder” under
this Agreement), accompanied by a certified copy of the executed Non-Lead Securitization Servicing Agreement and (ii) notice of
any subsequent change in the identity of the related Non-Lead Master Servicer or the party designated to exercise the rights of
the “Non-Controlling Note Holder” under this Agreement (together with the relevant contact information);


 






    	 	-25-	 



     

    

 


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


 


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


 


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


 


(f)          The
Initial Note A-1 Holder shall:


 


(i)          give
each of the other Note Holders and parties to any Non-Lead Securitization Servicing Agreement (that will not also be a party to
the Note A-1 PSA) notice of the Securitization of Note A-1 in writing (which may be by email) not less than three (3) Business
Days prior to the applicable pricing date for the Note A-1 Securitization, together with contact information for each of the parties
to the Note A-1 PSA;


 


(ii)          on
the closing date of the Lead Securitization, send a copy (in EDGAR-compatible format) of the Lead Securitization Servicing Agreement
to each of the other Note Holders and parties to any Non-Lead Securitization Servicing Agreement (that are not also party to the
Lead Securitization Servicing Agreement); and


 


(iii)          in
the event that a Securitization of a Non-Lead Securitization Note closes after the Lead Securitization, upon receipt of written
notice (which may be by email) of the closing of any Non-Lead Securitization, provide or cause the Depositor under the Lead Securitization
to provide the Non-Lead Depositor (and counsel thereto) and the


 






    	 	-26-	 



     

    

 


Non-Lead
Trustee of the related Non-Lead Securitization with a copy of the Lead Securitization Servicing Agreement in an EDGAR-compatible
format.


 


(g)          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 Securitization Servicing
Agreement shall also satisfy Moody’s rating methodology for eligible accounts and permitted investments for a “Aaa”-rated
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 similar in all material respects to or materially consistent with those set forth in
the MSCI 2015-UBS8 PSA (but allowing for changes in CMBS documentation in connection with revised Regulation AB) 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, special servicing, workout and liquidation fees (and, in any event, the fees at which such compensation
accrue or are determined shall not exceed 0.0050%, 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 (viii) 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, 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;


 






    	 	-27-	 



     

    

 


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.


  


(h)          The
Lead Securitization Note Holder shall use reasonable efforts to 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 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.


 



    	 	-28-	 



     

    

  


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 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


 






    	 	-29-	 



     

    

 


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
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 such
Non-Lead


 






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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.


 


(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


 






    	 	-31-	 



     

    

 


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 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


 






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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 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


 






    	 	-33-	 



     

    




  


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 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


 






    	 	-34-	 



     

    

 


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 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


 






    	 	-35-	 



     

    

 


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.


 


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


 






    	 	-36-	 



     

    

 


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 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).


 






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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
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



 






    	 	-38-	 



     

    




 


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 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


 






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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 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


 






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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 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.


 






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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 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


 






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


 


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


 


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


 


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


 


(iii)          such
Note Holder pledges (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


 






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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 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


 






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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, (ii) entered
into pursuant to Section 33 of this Agreement or (iii) 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.


 


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


 






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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 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


 






    	 	-46-	 



     

    

 


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 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.


 






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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, 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 earliest of the Note A-2 Securitization Date and the Note A-3
Securitization Date, but prior to the Note A-1 Securitization Date, the originals of all of the Mortgage Loan
Documents (other than Note A-1 and the other Note not subject to the Securitization on such Securitization Date) shall be
held in the name of the trustee (and held by a duly appointed custodian therefor) under the Note A-2 PSA or the Note A-3 PSA,
as applicable, 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


 






    	 	-48-	 



     

    

  


Note in any Securitization document.
Each Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a
Non-Securitizing Note Holder to the related Securitizing Note Holder may be incorporated into the offering documents for such
Securitization. Each Securitizing Note Holder and each Rating Agency shall be entitled to rely on the information supplied by,
or on behalf of, each Non-Securitizing Note Holder. 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;


 






    	 	-49-	 



     

    

 


(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. BofA, 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 BofA 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 GSMC, or an affiliate thereof (each an “Original Entity”) is the owner
of each Non-Lead Securitization Note (each 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


 






    	 	-50-	 



     

    

 


of
the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and
for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note
may be modified or amended without the consent of its holder and the consent of the holder of 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]


 






    	 	-51-	 



     

    

  


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


	 	 	 
	 	GOLDMAN SACHS MORTGAGE COMPANY, a New York limited
partnership, as Initial Note A-1 Holder
	 	 	 
	 	By:	/s/ J. Theodore Borter
	 	 	Name:  J. Theodore Borter
	 	 	 Title: Authorized Signatory
	 	 	 
	 	UBS REAL ESTATE SECURITIES
INC., 

as Initial Note A-2 Holder
	 	 	 
	 	By:	/s/ Racquel A.C. Small
	 	 	Name:  Racquel A.C. Small
	 	 	Title: Executive Director
	 	 	 
	 	By:	/s/ Henry Chung
	 	 	Name: Henry Chung 
	 	 	Title: Managing Director


	 	 	 
	 	UBS REAL ESTATE SECURITIES
INC., 

as Initial Note A-3 Holder
	 	 	 
	 	By:	/s/ Racquel A.C. Small
	 	 	Name:  Racquel A.C. Small
	 	 	Title: Executive Director
	 	 	 
	 	By:	/s/ Henry Chung
	 	 	Name: Henry Chung 
	 	 	Title: Managing Director




  


MSCI
2016-UBS9: TWENTY NINTH STREET RETAIL AGREEMENT BETWEEN NOTE HOLDERS


 














    


     

    

 


EXHIBIT A


 


MORTGAGE LOAN SCHEDULE


 


Description of Mortgage Loan


 


	Mortgage Loan Borrower(s):	Macerich Twenty Ninth Street LLC
	Date of Mortgage Loan: 	January 14, 2016
	Date of the Notes: 	January 14, 2016
	Original Principal Amount of Mortgage Loan:	$150,000,000.00
	Promissory Note A-1 Principal Balance:	$75,000,000.00
	Promissory Note A-2 Principal Balance:	$40,000,000.00
	Promissory Note A-3 Principal Balance:	$35,000,000.00
	Location of Mortgaged Property:	
        1710 29th Street

        Boulder, Colorado 80301

	Initial Maturity Date:	November 6, 2025


 






    	A-1 



     

    

 


EXHIBIT B


 


1.          Initial Note A-1 Holder:


 


(Prior to Securitization of Note A-1):


 


To GSMC:


 


Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Leah Nivison

Facsimile No.: (212) 428-1439


Email: leah.nivison@gs.com


 


with a copy to:


 


Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Peter Morreale

Facsimile No.: (212) 902-3000


Email: peter.morreale@gs.com


 


with a copy to:


 


Goldman Sachs Mortgage Company

6011 Connection Drive, Suite 550

Irving, Texas 75039

Attention: Joe Osborne

Facsimile No.: (212) 291-5318


Email: joe.osborne@gs.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:


 


(Prior to Securitization of Note A-2):


 


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


 






    	B-1 



     

    

 


          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-2 the applicable notice
addresses set forth in the related Securitization Servicing Agreement.


 


3.          Initial Note A-3 Holder:


 


(Prior to Securitization of Note A-3):


 


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