Exhibit 4.15


 


 


EXECUTION
VERSION


 


AGREEMENT
BETWEEN NOTE HOLDERS


 


Dated as of March 8, 2016


 


by and between 


 


UBS REAL
ESTATE SECURITIES INC.,


(Initial Note A-1 Holder),


  


UBS REAL
ESTATE SECURITIES INC.,


(Initial Note A-2 Holder)


  


and


 


UBS REAL
ESTATE SECURITIES INC.,


(Initial Note A-3 Holder)


 


Gateway
Plaza


 






    	 



    	 



    

 


TABLE OF
CONTENTS


 


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







 






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This AGREEMENT BETWEEN
NOTE HOLDERS (this “Agreement”), dated as of March 8, 2016 by and between UBS REAL ESTATE SECURITIES INC. (“UBSRES”,
together with its successors and assigns in interest, as initial owner of Note A-1 described below, in its capacity as the “Initial
Note A-1 Holder” and, in its capacity as the initial agent, the “Initial Agent”), UBSRES (together
with its successors and assigns in interest, as initial owner of Note A-2 described below, in its capacity as the “Initial
Note A-2 Holder”) and UBSRES (together with its successors and assigns in interest, as initial owner of Note A-3 described
below, in its capacity as the “Initial Note A-3 Holder”); the Initial Note A-1 Holder, the Initial Note A-2
Holder and the Initial Note A-3 Holder are referred to collectively herein as the “Initial Note Holders”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Mortgage Loan Agreement (as defined herein), UBSRES originated a certain loan (the “Mortgage Loan”) described
on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to the mortgage loan borrower
described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which was evidenced, inter alia,
by three promissory notes, dated as of February 4, 2016: (i) one promissory note designated Promissory Note A-1 made by the Mortgage
Loan Borrower in favor of UBSRES in the original principal amount of $28,000,000.00, (ii) one promissory note designated Promissory
Note A-2 made by the Mortgage Loan Borrower in favor of UBSRES in the original principal amount of $24,000,000.00 and (iii) one
promissory note designated Promissory Note A-3 made by the Mortgage Loan Borrower in favor of UBSRES in the original principal
amount of $5,500,000.00. The note referenced in clause (i) of the preceding sentence, as amended, modified or supplemented,
is referred to herein as “Note A-1”; the note referenced in clause (ii) of the preceding sentence, as
amended, modified or supplemented, is referred to herein as “Note A-2”; and the note referenced in clause
(iii) of the preceding sentence, as amended, modified or supplemented, is referred to herein as “Note A-3”.
Note A-1, Note A-2 and Note A-3 are collectively referred to herein as the “Notes”. The Notes are secured by
a first mortgage (as amended, modified or supplemented, the “Mortgage”) on certain real property located as
described on the Mortgage Loan Schedule (the “Mortgaged Property”);


 


WHEREAS, the Initial
Note A-1 Holder intends to sell, transfer and assign its right, title and interest in and to Note A-1 to Morgan Stanley Capital
I Inc. (“MSCI”) pursuant to a Mortgage Loan Purchase Agreement expected to be dated as of February 19, 2016,
between MSCI, as purchaser, and the Initial Note A-1 Holder, as seller, and MSCI intends to transfer its right, title and interest
in and to Note A-1 to Wells Fargo Bank, National Association, as trustee for Morgan Stanley Capital I Trust 2016-UBS9 under a
pooling and servicing agreement, expected to be dated as of March 1, 2016 (the “Note A-1 PSA”), among MSCI,
as depositor, KeyBank National Association, as master servicer, CWCapital Asset Management LLC, as special servicer, Park Bridge
Lender Services LLC, as operating advisor and asset representations reviewer, Wells Fargo Bank, National Association, as trustee,
certificate administrator, certificate registrar, authenticating agent and custodian;


 






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


 


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


 


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


 


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


 


“Advances”
shall have the meaning set forth in the Lead Securitization Servicing Agreement.


 


“Affiliate”
shall have the meaning set forth in the Lead Securitization Servicing Agreement.


 


“Agent”
shall mean the Initial Agent or such Person to whom the Initial Agent shall delegate its duties hereunder, and after the Securitization
Date shall mean the Master Servicer.


 


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


 


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


 


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


 


“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


 






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(including,
without limitation, the right to exercise any consent and control rights available to the holder of such Note).


 


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


 


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


 


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


 


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


 


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


 


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


 


“Controlling
Note” shall mean Note A-1.


 


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


 


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


 


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


 


“Depositor”
shall mean (i) with respect to the Note A-1 Securitization, the depositor under the Note A-1 PSA, (ii) with respect to the Note
A-2 Securitization, the depositor under the Note A-2 PSA and (iii) with respect to the Note A-3 Securitization, the depositor
under the Note A-3 PSA.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Interest Rate”
shall have the meaning assigned to such term or analogous term in the Mortgage Loan Agreement.


 


“Interested
Person” shall mean the Depositor, any Non-Lead Depositor, the Master Servicer, any Non-Lead Master Servicer, the Special
Servicer, any Non-Lead Special Servicer, the Trustee, any Non-Lead Trustee, any Mortgage Loan Borrower, any manager of any Mortgaged
Property, any independent contractor engaged by any of the foregoing parties, the Controlling Note Holder, the Controlling Note
Holder Representative, any Non-Controlling Note Holder, any Non-Controlling Note Holder Representative, any holder of a related
mezzanine loan, or any known Affiliate of any such party described above.


 






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


 


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


 


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


 


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


 


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


 


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


 


“Lead Securitization
Servicing Agreement” shall mean the Note A-1 PSA; provided, that during any period that the Mortgage Loan is no longer
subject to the provisions of the Lead Securitization Servicing Agreement, the “Lead Securitization Servicing Agreement”
shall be determined in accordance with the second paragraph of Section 2(a).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Mortgage Loan
Agreement” shall mean the Loan Agreement, dated as of February 4, 2016, between UBSRES, as lender, and the Mortgage
Loan Borrower, as the same may be further amended, restated, supplemented or otherwise modified from time to time, subject to
the terms hereof.


 






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


 


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


 


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


 


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


 






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Lead
Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be entitled to treat the
last party as to which it has received written notice as having been designated as a Non-Controlling Note Holder, as a Non-Controlling
Note Holder under this Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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(c)           one or more of the following:


 


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


 


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


 


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


 


(iv)         an
investment fund, limited liability company, limited partnership or general partnership having capital and/or capital
commitments of at least $250,000,000, in which (A) any Initial Note Holder, (B) a person that is otherwise a Qualified
Institutional Lender under clause (i), (ii) or (v) (with respect to an institution substantially similar
to the entities referred to in clause (i) or (ii) above), or (C) a Permitted Fund Manager, acts as a general
partner, managing member, or the fund manager responsible for the day-to-day management and operation of such investment
vehicle and provided that at least 50% of the equity interests in such investment vehicle are owned, directly or
indirectly, by one or


 






    	-11- 



    	 



    

  


more entities that are otherwise
Qualified Institutional Lenders (without regard to the capital surplus/equity and total asset requirements set forth below in the
definition), or


 


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


 


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


 


(d)          any
entity Controlled by any of the entities described in clause (b) above or that is the subject of a Rating Agency Confirmation
as a Qualified Institutional Lender for purposes of this Agreement from each of the Rating Agencies engaged by the Depositor and
any Non-Lead Depositor to rate the securities issued by the related Securitization Trust.


 


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


 


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


 


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


 






    	-12- 



    	 



    

 


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


 


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


 


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


 


“Regulation
AB” shall mean Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125,
as such rules may be amended from time to time, and subject to such clarification and interpretation as have been provided by
the Commission or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time, in each
case as effective from time to time as of the compliance dates specified therein.


 


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


 


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


 


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


 


“Required Special
Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”,
(ii) in the case of S&P, such special servicer is on


 






    	-13- 



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-14- 



    	 



    

 


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


 


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


 


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


 


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


 


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


 


“Special Servicer”
shall mean the special servicer or excluded mortgage loan special servicer, as applicable, appointed as provided in the Lead Securitization
Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


“U.S. Person”
shall mean a citizen or resident of the United States, a corporation or partnership (except to the extent provided in applicable
Treasury Regulations) created or organized in or under the laws of the United States, any State thereof or the District of Columbia,
including any entity treated as a corporation or partnership for federal income tax purposes, or an estate whose income is subject
to United States federal income tax regardless of its source, or a trust if a court within the United States is able to exercise
primary supervision over the


 






    	-15- 



    	 



    

 


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


 


Section 2.          Servicing
of the Mortgage Loan.


 


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


 


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


 






    	-16- 



    	 



    

 


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


 


(b)          The Master Servicer
shall be the lead master servicer on the Mortgage Loan, and from time to time it (or the Trustee to the extent provided in the
Lead Securitization Servicing Agreement) shall make the following advances, subject to the terms of the Lead Securitization Servicing
Agreement and this Agreement: (i) Servicing Advances on the Mortgage Loan and (ii) P&I Advances on the Lead Securitization
Note. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to reimbursement for a Servicing
Advance, first, from funds on deposit in the Collection Account (as defined in the Lead Securitization Servicing Agreement)
and/or the related Serviced Companion Loan Custodial Account (as defined in the Lead Securitization Servicing Agreement) for the
Mortgage Loan that (in any case) represent amounts received on or in respect of the Mortgage Loan, and then, in the case
of Servicing Advances that are Nonrecoverable Advances, if such funds on deposit in the Collection Account and the related Serviced
Companion Loan Custodial Account are insufficient, from general collections of the Lead Securitization as provided in the Lead
Securitization Servicing Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled
to reimbursement for Advance Interest on a Servicing Advance (including any Nonrecoverable Advance) in the manner and from the
sources provided in the Lead Securitization Servicing Agreement, including from general collections of the Lead Securitization.
Notwithstanding the foregoing, to the extent the Master Servicer, the Special Servicer or the Trustee, as applicable, obtains funds
from general collections of the Lead Securitization as a reimbursement for a Servicing Advance that is a Nonrecoverable Advance
or any Advance Interest on a Servicing Advance (including any Nonrecoverable Advance), each Non-Lead Securitization Note Holder
(including any Securitization Trust into which such Non-Lead Securitization Note is deposited) shall be required to, promptly following
notice from the Master Servicer, reimburse the Lead Securitization for its pro rata share of such Nonrecoverable Advance
or Advance Interest.


 


In addition, any Non-Lead
Securitization Note Holder (including, but not limited to, any Securitization Trust into which such Non-Lead Securitization Note
is deposited) shall be required to, promptly following notice from the Master Servicer or the Special Servicer, pay or reimburse
the Lead Securitization for such Non-Lead Securitization Note Holder’s pro rata share of any fees, costs or expenses
incurred in connection with the servicing and administration of the


 






    	-17- 



    	 



    

 


Mortgage
Loan as to which the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Trust Advisor, the
Depositor or CREFC®, as applicable, is entitled to be reimbursed pursuant
to the Lead Securitization Servicing Agreement, to the extent amounts on deposit in the related Serviced Companion Loan Custodial
Account are insufficient for reimbursement of such amounts. Each Non-Lead Securitization Note Holder agrees to indemnify (as and
to the same extent the Lead Securitization Trust is required to indemnify each of the following parties in respect of other mortgage
loans in the Lead Securitization Trust pursuant to the terms of the Lead Securitization Servicing Agreement) each of the Depositor
under the Lead Securitization Servicing Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee and the Trust Advisor (and any director, officer, member, manager, employee or agent of any of the foregoing, to the extent
such parties are identified as indemnified parties in the Lead Securitization Servicing Agreement in respect of other mortgage
loans) (the “Indemnified Parties”) against any claims, losses, penalties, fines, forfeitures, legal fees and
related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with the servicing and administration
of the Mortgage Loan and the Mortgaged Property (or, with respect to the Trust Advisor, incurred in connection with the provision
of services for the Mortgage Loan) under the Lead Securitization Servicing Agreement (collectively, the “Indemnified
Items”) to the extent of its pro rata share of such Indemnified Items, and to the extent amounts on deposit in
the related Serviced Companion Loan Custodial Account are insufficient for reimbursement of such amounts, each Non-Lead Securitization
Note Holder shall be required to, promptly following notice from the Master Servicer, the Special Servicer or the Trustee, reimburse
each of the applicable Indemnified Parties for its pro rata share of the insufficiency; provided, that a Non-Lead
Securitization Note Holder’s duty to pay Indemnified Items to the Trust Advisor shall be subject to any limitations and
conditions (including limitations and conditions with respect to the timing of such payments and the sources of funds for such
payments) as may be set forth from time to time in a Non-Lead Securitization Servicing Agreement.


 


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


 






    	-18- 



    	 



    

 


Advance
is or would be non-recoverable, or if the Master Servicer, the Special Servicer or the Trustee, as applicable, subsequently determines
that a proposed Servicing Advance would be non-recoverable or an outstanding Servicing Advance is or would be non-recoverable,
then the Master Servicer or the Trustee (as provided in the Lead Securitization Servicing Agreement, in the case of a determination
of non-recoverability by the Master Servicer, the Special Servicer or the Trustee) or such Non-Lead Master Servicer or Non-Lead
Trustee (as provided in the related Non-Lead Securitization Servicing Agreement, in the case of the a determination of non-recoverability
by a Non-Lead Master Servicer, a Non-Lead Special Servicer or a Non-Lead Trustee) shall notify the Master Servicer and the Trustee,
or the related Non-Lead Master Servicer and the related Non-Lead Trustee, as the case may be, of such other Securitization within
one (1) Business Day of making such determination. Each of the Master Servicer and the Trustee, any Non-Lead Master Servicer and
any Non-Lead Trustee, as applicable, shall only be entitled to reimbursement for a P&I Advance and Advance Interest thereon
that becomes nonrecoverable first, from the related Serviced Companion Loan Custodial Account from amounts allocable to
the Note for which such P&I Advance was made, and then, if such funds are insufficient, (i) in the case of the Lead
Securitization Note, from general collections of the Lead Securitization Trust, pursuant to the terms of the Lead Securitization
Servicing Agreement and (ii) in the case of a Non-Lead Securitization Note, from general collections of the related Securitization
Trust, as and to the extent provided in the related Non-Lead Securitization Servicing Agreement.


 


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


 


(i)           such Non-Lead Securitization Note Holder shall be responsible for its pro rata share of any Servicing Advances that are
Nonrecoverable Advances (and Advance Interest thereon) and any Additional Trust Expenses, but only to the extent that they relate
to servicing and administration of the Notes and the Mortgaged Property, including without limitation, any unpaid Special Servicing
Fees, Liquidation Fees and Workout Fees relating to the Notes, and that in the event that the funds received with respect to each
respective Note are insufficient to cover such Servicing Advances or Additional Trust Expenses, (x) the related Non-Lead Master
Servicer will be required to, promptly following notice from the Master Servicer, the Special Servicer or the Trustee, pay or
reimburse, pay or reimburse the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable,
out of general collections in the collection account (or equivalent account) established under such Non-Lead Securitization Servicing
Agreement for such Non-Lead Securitization Note Holder’s pro rata share of any such Servicing Advances that are Nonrecoverable
Advances and/or Additional Trust Expenses, and (y) if the Lead Securitization Servicing Agreement permits the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee or the Trust Advisor to reimburse itself from the Lead Securitization
Trust’s general collections, then the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee
or the Trust Advisor, as applicable, may do so and the related Non-Lead Master Servicer will be required to, promptly following
notice from the Master Servicer, the Special Servicer or the Trustee, pay or reimburse the Lead Securitization Trust out of general
collections in the collection account (or equivalent account) established under such Non-Lead


 






    	-19- 



    	 



    

 


Securitization
Servicing Agreement for such Non-Lead Securitization Note Holder’s pro rata share of any such Servicing Advances
that are Nonrecoverable Advances (and Advance Interest thereon) and/or Additional Trust Expenses;


 


(ii)          each of the Indemnified Parties shall be indemnified (as
and to the same extent the Lead Securitization Trust is required to indemnify each of such Indemnified Parties in respect of other
mortgage loans in the Lead Securitization Trust pursuant to the terms of Lead Securitization Servicing Agreement) by the Securitization
Trust holding such Non-Lead Securitization Note, against any of the Indemnified Items to the extent of its pro rata share
of such Indemnified Items, and to the extent amounts on deposit in the related Serviced Companion Loan Custodial Account are insufficient
for reimbursement of such amounts, the related Non-Lead Master Servicer will be required to reimburse each of the applicable Indemnified
Parties for its pro rata share of the insufficiency out of general collections in the collection account (or equivalent
account) established under such Non-Lead Securitization Servicing Agreement; provided, that a Non-Lead Securitization Servicing
Agreement may include limitations and conditions on the payment or reimbursement of Indemnified Items to the Trust Advisor (including
limitations and conditions with respect to the timing of such payments or reimbursements and the sources of funds for such payments
or reimbursements);


 


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


 


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


 


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


 






    	-20- 



    	 



    

 


required
to be delivered to a Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Securitization
Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the master servicer and
the special servicer with respect to such Securitization (who then may forward such items to the party entitled to receive such
items as and to the extent provided in the related Securitization Servicing Agreement) and, when so delivered to such master servicer
and the special servicer, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf)
shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization
Servicing Agreement.


 


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


 






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


 


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


 


Section 3.          Priority
of Payments. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion
of any other Note or security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment
on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof,
whether received in the form of Scheduled Interest Payments, Scheduled Principal Payments, any proceeds from the sale or distribution
of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral
or instrument securing the Mortgage Loan, Condemnation Proceeds, or Insurance Proceeds (other than proceeds, awards or settlements
to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with
the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions),


 


shall be applied
by the Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis; provided,
that (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent and in
accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on
account of recoveries in respect of property protection expenses or Servicing Advances then due and payable or reimbursable
to the Trustee or any Servicer under the Lead Securitization Servicing Agreement shall be applied to the extent set forth in,
and in accordance with the terms of, the Mortgage Loan Documents; and (y) all amounts that are then due, payable or
reimbursable to any Servicer with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement and
any other additional compensation payable to it thereunder (including without limitation, any Additional Trust Expenses
relating to the Mortgage Loan (but subject to the second paragraph of Section 5(d) hereof) reimbursable to, or payable
by, such parties and any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges (to the extent provided in
the immediately following paragraph), but excluding (i) any P&I Advances (and interest thereon) on the Lead
Securitization Note, which shall be reimbursed in accordance with Section 2(b) hereof, and (ii) any Master Servicing
Fees due to the Master


 






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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.


 


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


 






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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 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


 






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


 


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


 


The authority of the
Lead Securitization Note Holder to sell any Non-Lead Securitization Note, and the obligations of any other Note Holder to execute
and deliver instruments or deliver the related Note upon request of the Lead Securitization Note Holder, shall terminate and cease
to be of any further force or effect upon the date, if any, upon which the Lead Securitization Note is repurchased by the holder
of such Lead Securitization Note that sold such Lead Securitization Note into such Securitization from the trust fund established
under the Lead Securitization Servicing Agreement in connection with a material breach of representation or warranty made by such
Person with respect to the Lead Securitization Note or material document defect with respect to the documents delivered by such
Person with respect to the Lead Securitization Note upon the consummation of the Lead Securitization. The preceding sentence shall
not be construed to grant to any Non-Lead Securitization Note Holder the benefit of any representation or warranty made by the
holder of the Lead Securitization Note that sold such Lead Securitization Note into the Lead Securitization or any document delivery
obligation imposed on such Person under any mortgage loan purchase and sale agreement, instrument of


 






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transfer
or other document or instrument that may be executed or delivered by such Person in connection with the Lead Securitization.


 


(b)          The administration of the Mortgage Loan shall be governed
by this Agreement and the Lead Securitization Servicing Agreement. The servicing of the Mortgage Loan shall be carried out by the
Master Servicer and, if the Mortgage Loan is a Specially Serviced Mortgage Loan (or to the extent otherwise provided in the Lead
Securitization Servicing Agreement), by the Special Servicer, in each case pursuant to the Lead Securitization Servicing Agreement.
Notwithstanding anything to the contrary contained herein, in accordance with the Lead Securitization Servicing Agreement, the
Lead Securitization Note Holder shall cause the Master Servicer and the Special Servicer to service and administer the Mortgage
Loan in accordance with the Servicing Standard, taking into account the interests of each Note Holder. The Note Holders agree to
be bound by the terms of the Lead Securitization Servicing Agreement. All rights and obligations of the Lead Securitization Note
Holder described hereunder may be exercised by the Master Servicer, the Special Servicer, the Certificate Administrator or the
Trustee on behalf of the Lead Securitization Note Holder 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 


 






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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 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


 






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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 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.


 






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


 






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(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 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


 






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Servicing
Agreement, this Agreement, the REMIC Provisions of the Code or the Master Servicer or Special Servicer’s obligation to act
in accordance with the Servicing Standard.


 


The Controlling Note
Holder shall have no liability to the other Note Holders or any other party for any action taken, or for refraining from the taking
of any action or the giving of any consent or the failure to give any consent pursuant to this Agreement or the Lead Securitization
Servicing Agreement, or errors in judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance,
bad faith or gross negligence. The Note Holders agree that the Controlling Note Holder may take or refrain from taking actions,
or give or refrain from giving consents, that favor the interests of one Note Holder over the other Note 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


 






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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).


 


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


 






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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
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


 






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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 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


 






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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 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


 






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of
the provisions of this Section 14(a) shall apply in the case of (1) a sale of Note A-1 together with Note A-2 and Note A-3, in
accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer,
in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged
Property, upon the Mortgage Loan becoming a Defaulted Loan, to a single member limited liability or limited partnership, 100%
of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies
or limited partnerships, by the Lead Securitization Trust.


 


For the purposes of this Agreement, if
any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a 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


 






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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 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;


 






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(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 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.


 






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


 


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


 


(a)           SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NONEXCLUSIVE
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


 






    	-39- 



    	 



    

 


Servicing
Agreement, or (ii) to make other provisions with respect to matters or questions arising under this Agreement, which shall not
be inconsistent with the provisions of this Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 25.        Withholding
Taxes. (a) If the Lead Securitization Note Holder or the Mortgage Loan Borrower shall be required by law to deduct and withhold
Taxes from interest, fees or other amounts payable to any Non-Lead Securitization Note Holder with respect to the Mortgage Loan
as a result of such Non-Lead Securitization Note Holder constituting a


 






    	-40- 



    	 



    

 


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


 


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


 






    	-41- 



    	 



    

 


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.


 


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


 


Section 27.          Cooperation
in Securitization.


 


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


 






    	-42- 



    	 



    

 


the
preparation of any offering documents thereof and to review and respond reasonably promptly with respect to any information relating
to such Non-Securitizing Note Holder and its Note in any Securitization document. Each Note Holder acknowledges that in connection
with 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


 






    	-43- 



    	 



    

 


taken,
suffered or omitted by it in good faith and reasonably believed by the Agent to be authorized or within the discretion or rights
or powers conferred upon it by this Agreement;


 


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


 


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


 


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


 


Section 31.           Reserved.


 


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


 


Section 33.          Resizing.
Notwithstanding any other provision of this Agreement, for so long as UBSRES or an affiliate thereof (an “Original Entity”)
is the owner of each Non-Lead Securitization Note (an “Owned Note”), such Original Entity shall have the right,
subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes
or additional notes (in either case, “New Notes”) reallocating the principal of an Owned Note to such New Notes;
or severing an Owned Note into one or more further “component” notes in the aggregate principal amount equal to the
then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance of all outstanding
New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments, (ii)
all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay
pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the
terms of this Agreement, (iv) the Original Entity holding the New Notes shall notify the Lead Securitization Note Holder, the
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and
principal amounts, and


 






    	-44- 



    	 



    

 


(v)
the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder
so requests, the Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation
of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and
for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified
or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the foregoing
(provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to clauses (i)
through (iv), as certified by the Original Entity, on which certification the Master Servicer can rely), the Master Servicer
is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or
all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal. If more than one
New Note is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder
hereunder, the “Controlling Note Holder” or “Non-Controlling Note Holder”, as applicable, shall be as
provided in the definitions of such terms in this Agreement; provided that the Controlling Note Holder shall be entitled to designate
any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.


 


[SIGNATURE PAGE FOLLOWS]


 






    	-45- 



    	 



    

 





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





	 	 
	 	UBS REAL ESTATE
                    SECURITIES INC.,

                    as Initial Note A-1 Holder

	 	 	 
	 	By:	/s/ Racquel
    A.C. Small
	 	 	Name:     Racquel A.C.
    Small
	 	 	Title:       Executive
    Director
	 	 	 
	 	By:	/s/ Mary Kunka
	 	 	Name:     Mary Kunka
	 	 	Title:       Managing
    Director









	 	 
	 	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/ Mary Kunka
	 	 	Name:     Mary Kunka
	 	 	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/ Mary Kunka
	 	 	Name:     Mary Kunka
	 	 	Title:       Managing
    Director


 


MSCI 2016-UBS9: GATEWAY PLAZA AGREEMENT
BETWEEN NOTE HOLDERS



 






    	 



    	 



    

 


EXHIBIT A 


 


MORTGAGE LOAN SCHEDULE


 


Description of Mortgage Loan


 


	

Mortgage Loan Borrower(s):	Lex Richmond L.P. and  
	 	Lex Richmond Tenant L.P.
	

Date of Mortgage Loan:	February 4, 2016
	

Date of Original Note:	February 4, 2016
	

Date of the Notes:	February 4, 2016
	

Original Principal Amount of Mortgage Loan:	$57,500,000
	

Promissory Note A-1 Principal Balance:	$28,000,000
	

Promissory Note A-2 Principal Balance:	$24,000,000
	

Promissory Note A-3 Principal Balance:	$5,500,000
	

Location of Mortgaged Property:	Richmond, Virginia
	

Initial Maturity Date:	February 6, 2031


 






    	A-1 



    	 



    

 


EXHIBIT B


 


1.             Initial Note A-1 Holder: 


 


(Prior to Securitization of Note A-1): 


 


To UBSRES:


 


UBS Real Estate Securities Inc.

1285 Avenue of the Americas

New York, New York 10019

Attention: David Schell

Email: david.schell@ubs.com




 


with a copy to:


 


Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Attention: Frank Polverino, Esq.

Facsimile No.: (212) 504-6666

Email: frank.polverino@cwt.com





 


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


 


2.             Initial Note A-2 Holder: 


 


To UBSRES:


 


UBS Real Estate Securities Inc.

1285 Avenue of the Americas

New York, New York 10019

Attention: David Schell

Email: david.schell@ubs.com




 


with a copy to:


 


Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Attention: Frank Polverino, Esq.










    	B-1 



    	 



    

 


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: 


 


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