Exhibit 4.9


 


EXECUTION VERSION


 


CO-LENDER AGREEMENT


 


Dated as of October 19, 2018


 


by and between


 


NATIXIS REAL ESTATE CAPITAL LLC



(Note A-1 Holder)


 


NATIXIS REAL ESTATE CAPITAL LLC



(Note A-2 Holder)


 


and


 


NATIXIS, NEW YORK BRANCH



(Note B Holder)


 


Broadway Greystone


 




     


     


    

 


TABLE OF CONTENTS


 


Page


 




	Section 1.   	Definitions; Conflicts	2
	Section 2.   	Servicing	21
	Section 3.   	Payments Prior to a Sequential Pay Event	23
	Section 4.   	Payments Following a Sequential Pay Event	25
	Section 5.   	Administration of the Mortgage Loan	27
	Section 6.   	Appointment of the Controlling Noteholder Representative	35
	Section 7.   	Special Servicer	36
	Section 8.   	Payment Procedure	37
	Section 9.   	Limitation on Liability of the Noteholders	38
	Section 10.   	Bankruptcy	38
	Section 11.   	Cure Rights of the Note B Holder	39
	Section 12.   	Purchase of the Senior Notes by the Note B Holder	40
	Section 13.   	Representations of the Note B Holder	41
	Section 14.   	Representations of the Senior Noteholders	42
	Section 15.   	Independent Analysis of the Note B Holder	42
	Section 16.   	No Creation of a Partnership or Exclusive Purchase Right	43
	Section 17.   	Not a Security	43
	Section 18.   	Other Business Activities of the Noteholders	43
	Section 19.   	Sale of the Senior Notes and Note B	43
	Section 20.   	Registration of Transfer	47
	Section 21.   	Registration of the Senior Notes and Note B	48
	Section 22.   	Statement of Intent	48
	Section 23.   	No Pledge	48
	Section 24.   	Governing Law; Waiver of Jury Trial	48
	Section 25.   	Submission To Jurisdiction; Waivers	49
	Section 26.   	Modifications; Amendment	49
	Section 27.  	Successors and Assigns; Third Party Beneficiaries	49
	Section 28.  	Counterparts	50
	Section 29.   	Captions	50
	Section 30.   	Severability	50
	Section 31.   	Entire Agreement	50
	Section 32.   	Withholding Taxes	50
	Section 33.   	Custody of Mortgage Loan Documents	51
	Section 34.   	Notices	51
	Section 35.   	Broker	52
	Section 36.   	Bail In	52
	Section 37.   	Certain Matters Affecting the Agent	52
	Section 38.   	Termination of Agent	52
	Section 39.   	Servicing of the Loan	53
	Section 40.   	Conflict	53
	Section 41.   	Resizing	53



 



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THIS CO-LENDER AGREEMENT
(the “Agreement”), dated as of October 19, 2018, by and between NATIXIS REAL ESTATE CAPITAL LLC, a Delaware
limited liability company (“NREC”), having an address at 1251 Avenue of the Americas, New York, New York 10020
(in its capacity as the initial owner of Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the
initial agent, the “Initial Agent”), NREC, having an address at 1251 Avenue of the Americas, New York, New York
10020 (in its capacity as the initial owner of Note A-2, the “Initial Note A-2 Holder”) and NATIXIS, NEW YORK
BRANCH, a branch of Natixis S.A., a société anonyme à conseil d’administration (public limited company)
organized and existing under the laws of France (“NNYB”), having an address at 1251 Avenue of the Americas, New York,
New York 10020 (in its capacity as the initial owner of Note B, the “Initial Note B Holder”).


 


W I T N E S S E T H:


 


WHEREAS, NREC 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 originally evidenced by that certain Amended, Restated and Consolidated Promissory Note in the principal amount of $95,000,000
dated as of July 30, 2018 (the “Original Note”), and secured by a certain first deed of trust lien (as amended,
modified or supplemented, the “Mortgage”) on one or more parcels of, or estates in, real property located as
described on the Mortgage Loan Schedule (collectively, the “Mortgaged Property”);


 


WHEREAS, NREC elected
to amend and restate the Original Note and split the Original Note into the following two (2) promissory notes: the Promissory
Note A in the principal amount of $52,000,000 dated as of July 30, 2018 (as amended, modified or supplemented, “Interim
Note A”) made by the Mortgage Loan Borrower in favor of NREC, and the Promissory Note B in the original principal amount
of $43,000,000 dated as of July 30, 2018 (as amended, modified or supplemented, “Note B”) made by the Mortgage
Loan Borrower in favor of NREC;


 


WHEREAS, prior to the
date hereof, NREC elected to further amend and restate the Interim Note A and split the Interim Note A into the following two (2)
promissory notes: the Promissory Note A-1 in the principal amount of $42,000,000 (as amended, modified or supplemented, “Note
A-1”) and the Promissory Note A-2 in the principal amount of $10,000,000 (as amended, modified or supplemented, “Note
A-2”; together with Note A-1, the “Senior Notes”);


 


WHEREAS, prior to the
date hereof, NREC assigned all of its right, title and interest in and to Note B to NNYB; and


 


WHEREAS, the Initial
Note A-1 Holder, Initial Note A-2 Holder and the Initial Note B 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 B, respectively.


 






     


     


    

 


NOW, THEREFORE, in consideration
of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto mutually agree as follows:


 


Section 1.          Definitions;
Conflicts. References to a “Section”, “preamble” or the “recitals” are, unless otherwise
specified, to a Section, preamble or the recitals of this Agreement. Capitalized terms used but not otherwise defined herein shall
have the meaning assigned to such term or such other analogous term used in (i) prior to the Securitization Date, the Model PSA
and (ii) from and after the Securitization Date, the Securitization Servicing Agreement. To the extent of any inconsistency between
this Agreement and the Servicing Agreement, the terms of this Agreement shall control. 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 (i) prior to the Securitization Date, assigned to such term in the Model PSA
or such other analogous term used in the Model PSA and (ii) from and after the Securitization Date, assigned to such term in the
Securitization Servicing Agreement or such other analogous term used in the Securitization Servicing Agreement.


 


“Acquiring Korean
Trust” shall have the meaning assigned to such term in the definition of “Qualified Transferee.”


 


“Additional
Servicing Expenses” shall mean (a) all property protection advances, fees and/or expenses incurred by and reimbursable
to any Servicer, Trustee, Operating Advisor or Certificate Administrator pursuant to the Servicing Agreement, and (b) all interest
accrued on Advances made by (x) any Servicer or Trustee in accordance with the terms of the Servicing Agreement or (y) any special
servicer, master servicer or trustee designated under the Note A-2 PSA in accordance with the terms of the terms of the Note A-2
PSA.


 


“Advance Interest
Amount” shall mean interest payable on Advances, as specified in the Servicing Agreement or the Note A-2 PSA, as applicable.


 


“Advances”
shall have the meaning assigned to such term in the Servicing Agreement or the Note A-2 PSA, as applicable, or such other analogous
term used in the Servicing Agreement or the Note A-2 PSA, as applicable.


 


“Affiliate”
shall mean, with respect to any specified Person, any other Person Controlling, Controlled by or under common Control with such
specified Person.


 


“Agent”
shall mean the Initial Agent or such Person to whom the Initial Agent shall delegate its duties hereunder, and from and after the
Note A-1 Securitization shall mean the Master Servicer in its role as “Companion Paying Agent” (or equivalent term)
under the Securitization Servicing Agreement.


 


“Agent Office”
shall mean the designated office of the Agent in the State of New York, which office as of the date of this Agreement is located
at Natixis Real Estate Capital LLC, 1251 Avenue of the Americas, New York, New York 10020, and which is the address to


 



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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 Noteholders sent in accordance with this Agreement.


 


“Agreement”
shall mean this Co-Lender Agreement, the exhibits and schedules hereto and all amendments hereof and supplements hereto.


 


“Appraisal”
shall have the meaning (i) prior to the Securitization Date, assigned to such term in the Model PSA or such other analogous term
used in the Model PSA and (ii) from and after the Securitization Date, assigned to such term in the Securitization Servicing Agreement
or such other analogous term used in the Securitization Servicing Agreement.


 


“Appraisal Reduction
Amount” shall mean:


 


(A)           prior
to the Securitization Date, after the occurrence of an Appraisal Trigger Event, an amount (calculated immediately following the
later of the date on which the Appraisal Trigger Event occurs and the date on which the applicable Appraisal was obtained) equal
to the excess, if any, of:


 


(a)            the
sum of, without duplication, (i) the outstanding Principal Balance of the Mortgage Loan as of the applicable date of determination,
(ii) to the extent not previously advanced by or on behalf of the Master Servicer or the Trustee, all unpaid interest on the Mortgage
Loan through the most recent Due Date prior to the date of determination (exclusive of any portion thereof that represents Default
Interest), (iii) all other amounts (excluding principal, default interest, late charges, penalty charges, exit fees, Prepayment
Premiums and any similar amounts) due and unpaid with respect to the Mortgage Loan, (iv) all related unreimbursed Advances made
by or on behalf of (plus all accrued and unpaid interest on such Advances (other than Unliquidated Advances) payable to) the Master
Servicer, the Special Servicer and/or the Trustee with respect to Mortgage Loan, (v) any other unpaid trust fund expenses (excluding
any costs that do not relate directly to the Mortgage Loan), and (vi) all currently due and unpaid real estate taxes and assessments,
insurance premiums and, if applicable, ground rents, and any unfunded improvement or other applicable reserves, in respect of the
related Mortgaged Property or REO Property, as the case may be (in each case, net of any amounts escrowed with the Master Servicer
or the Special Servicer for such items); over


 


(b)            an
amount equal to the sum of: (i) the excess, if any, of (x) 90% of the appraised value of the Mortgaged Property (or REO Property)
as determined by the applicable Appraisal or any letter update of such Appraisal, over (y) the amount of any obligations secured
by liens on such Mortgaged Property (or REO Property) that are prior to the lien of the Mortgage Loan; plus (ii) the amount
of any Escrow Payments and/or reserve funds held by the Master Servicer or the Special Servicer with respect to the Mortgage Loan,
the related Mortgaged Property or any related REO Property that are not being held in respect of any real estate taxes and assessments,
insurance premiums or, if applicable, ground rents; plus (iii) the amount of any letter of credit constituting additional
security for the Mortgage Loan and that may be applied towards the reduction of the principal balance of the Mortgage Loan; plus
(iv) the amount of any Threshold Event Collateral then held by the Servicer; and


 






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(B)            from
and after the Securitization Date, the meaning assigned to such term or an analogous term in the Servicing Agreement.


 


“Appraisal Review
Period” shall have the meaning assigned to such term in Section 5(h)(ii).


 


“Appraisal Trigger
Event” shall mean


 


(i) prior to the Securitization
Date, the earliest of the date on which the Mortgage Loan: (a) becomes a modified Mortgage Loan following the occurrence of a Servicing
Transfer Event, (b) becomes an REO Loan, (c) with respect to which a receiver or similar official is appointed and continues for
thirty (30) days in such capacity in respect of the Mortgaged Property, (d) the Mortgage Loan Borrower becomes the subject of bankruptcy,
insolvency or similar proceedings or, if such proceedings are involuntary, such proceedings remain undismissed for sixty (60) days,
(e) any Monthly Payment (other than a Balloon Payment) becomes one hundred twenty (120) days or more delinquent, or (f) the Mortgage
Loan Borrower fails to make when due any Balloon Payment and the Mortgage Loan Borrower does not deliver to the Master Servicer
or the Special Servicer, on or before the due date of the Balloon Payment, a written and fully executed (subject only to customary
final closing conditions) refinancing commitment from an acceptable lender and reasonably satisfactory in form and substance to
the Master Servicer (and the Master Servicer shall promptly forward such commitment to the Special Servicer) which provides that
such refinancing will occur within ninety (90) days after the date on which the Balloon Payment will become due (provided that
if either such refinancing does not occur during that time or the Master Servicer is required during that time to make any P&I
Advance in respect of the Mortgage Loan, an Appraisal Trigger Event will occur immediately); and


 


(ii) from and after the
Securitization Date, the meaning assigned to such term or an analogous term in the Securitization Servicing Agreement.


 


“Appraised-Out
Holder” shall have the meaning assigned to such term in Section 5(h)(i).


 


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


 


“Asset Status
Report” shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used in
the Servicing Agreement.


 


“Bail-in Powers”
shall have the meaning assigned to such term in Section 36.


 


“Balloon Payment”
shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used in the Servicing Agreement.


 


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


 






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“Business Day”
shall have the meaning assigned to such term in the Servicing Agreement.


 


“Certificate
Administrator” shall mean the certificate administrator under the Securitization Servicing Agreement, if any.


 


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


 


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


 


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


 


“Collection
Account” shall mean the trust account or accounts (including any sub-accounts) created and maintained by the Servicer.


 


“Condemnation
Proceeds” shall have the meaning assigned to such term or any one or more analogous terms in the Servicing Agreement.


 


“Conduit”
shall have the meaning assigned to such term in Section 19(h).


 


“Conduit Credit
Enhancer” shall have the meaning assigned to such term in Section 19(h).


 


“Conduit Inventory
Loan” shall have the meaning assigned to such term in Section 19(h).


 


“Control”
shall mean 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” have meanings correlative to the foregoing.


 


“Control Appraisal
Period” means any period, with respect to the Mortgage Loan, if and for so long as:


 


(a)            (1)
the initial Note B Principal Balance minus (2) the sum (without duplication) of (x) any payments of principal (whether as
principal prepayments or otherwise) allocated to, and received on, Note B after the date of creation of Note B, (y) any Appraisal
Reduction Amount for the Mortgage Loan that is allocated to Note B and (z) any losses realized with respect to any Mortgaged Property
or the Mortgage Loan that are allocated to Note B, plus (3) the Threshold Event Collateral then held by the Servicer, is
less than


 






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(b)            twenty-five
percent (25%) of the remainder of the (i) initial Note B Principal Balance less (ii) any payments of principal (whether as principal
prepayments or otherwise) allocated to, and received by, the Note B Holder on Note B after the date of creation of Note B.


 


“Controlling
Noteholder” shall mean as of any date of determination (i) the Note B Holder, unless a Control Appraisal Period has occurred
and is continuing or (ii) if a Control Appraisal Period has occurred and is continuing, the Note A-1 Holder; provided that,
if the Note B Holder would be the Controlling Noteholder pursuant to the terms hereof, but any interest in the Note of the Note
B Holder is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, or the Mortgage Loan Borrower or Mortgage
Loan Borrower Related Party would otherwise be entitled to exercise the rights of the Controlling Noteholder, a Control Appraisal
Period shall be deemed to have occurred with respect to the Note B Holder. As of the date of this Agreement, the Controlling Noteholder
will be the Note B Holder. At any time that the Note A-1 Holder is the Controlling Noteholder and Note A-1 is included in a Securitization,
the rights of the “Controlling Noteholder” may be exercised by the holders of the majority of the class of securities
issued in such Securitization designated as the “controlling class” or such other class(es) otherwise assigned the
rights to exercise the rights of the “Controlling Noteholder” hereunder, as and to the extent provided in the Servicing
Agreement (and the applicable Servicing Agreement shall contain limitations on the rights of the Controlling Noteholder that can
be exercised by a certificate holder that is the Mortgage Loan Borrower or has certain relationships with the Mortgage Loan Borrower).


 


“Controlling
Noteholder Representative” shall mean, with respect to the Mortgage Loan, the advisor appointed pursuant to Section 6(a).


 


“Credit Risk
Retention Rule” shall mean Section 15G of the Exchange Act as added by Section 941 of the Dodd-Frank Act and implemented
by Regulation RR (15 U.S.C. §78o-11).


 


“Cure Period”
shall have the meaning assigned to such term in Section 11(a).


 


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


 


“Default Interest”
shall mean interest on the Mortgage Loan at a rate per annum equal to the Note Default Interest Spread.


 


“Defaulted Loan”
shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.


 


“Defaulted Mortgage
Loan” shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used in the
Servicing Agreement.


 


“Defaulted Mortgage
Loan Purchase Price” shall mean the sum, without duplication, of (a) the Principal Balance of the Senior Notes, (b) accrued
and unpaid interest on the Senior Notes at the Senior Note Rate, from the date as to which interest was last paid in full by Mortgage
Loan Borrower up to and including the end of the interest accrual period relating to the Monthly Payment Date next following the
date the purchase occurred, (c) any other amounts


 



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due under the Mortgage Loan, other than Prepayment Premiums, default interest,
late fees, exit fees and any other similar fees, provided that if the Mortgage Loan Borrower or a Mortgage Loan Borrower
Related Party is the purchaser, the Defaulted Mortgage Loan Purchase Price shall include Prepayment Premiums, default interest,
late fees, exit fees and any other similar fees, (d) any unreimbursed property protection or servicing Advances and any expenses
incurred in enforcing the Mortgage Loan Documents (including, without limitation, servicing Advances payable or reimbursable to
any Servicer, and earned and unpaid special servicing fees), (e) any accrued and unpaid Advance Interest Amount, (f) (i) if the
Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party is the purchaser or (ii) if the Senior Notes are purchased after
ninety (90) days after such option first becomes exercisable pursuant to Section 12 of this Agreement, any liquidation or workout
fees payable under the Securitization Servicing Agreement and (g) any Recovered Costs not reimbursed previously to the Senior Noteholders
pursuant to this Agreement. If the Mortgage Loan is converted into a REO Property, for purposes of determining the Defaulted Mortgage
Loan Purchase Price, interest will be deemed to continue to accrue at the Senior Note Rate on the Senior Note Principal Balance,
as if the Mortgage Loan were not so converted. In no event shall the Defaulted Mortgage Loan Purchase Price include amounts due
or payable to the Note B Holder under this Agreement.


 


“Defaulted Note
Purchase Date” shall have the meaning assigned to such term in Section 12.


 


“Determination
Date” shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.


 


“Due Date”
shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.


 


“Escrow Payment”
shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.


 


“Event of Default”
shall have the meaning assigned to such term in the Loan Agreement.


 


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


 


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


 


“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.


 






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


 


“Initial Noteholders”
shall mean, collectively, the Initial Note A-1 Holder, the Initial Note A-2 Holder and the Initial Note B Holder.


 


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


 


“Insurance Proceeds”
shall have the meaning assigned to such term or any one or more analogous terms in the Servicing Agreement.


 


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


 


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


 


“Interim Servicing
Agreement” shall mean at such time that the Mortgage Loan is not serviced pursuant to that certain Servicing Agreement,
dated as of March 18, 2016, between NREC, as owner, and Wells Fargo Bank, National Association, as servicer. The Note A-1 Holder
and the Note A-2 Holder shall not, without the consent of the Note B Holder, consent to any amendment or modification to such Interim
Servicing Agreement to the extent such amendment or modification would materially and adversely affect the Mortgage Loan or the
Note B Holder’s rights with respect thereto (as reasonably determined by the Note B Holder).


 


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


 


“Kroll”
shall mean Kroll Bond Rating Agency, Inc., or its successor in interest.


 


“Liquidation
Proceeds” shall mean (i) prior to the Securitization Date, the amount (other than insurance proceeds, condemnation awards
or amounts required to be paid to the


 



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Mortgage Loan Borrower or other Persons pursuant to the Mortgage Loan Documents or applicable
law) received in connection with (y) the liquidation of a Specially Serviced Mortgage Loan through a trustee’s sale, foreclosure
sale or otherwise or (z) a sale of the Mortgage Loan or an REO Property in accordance with this Agreement and (ii) from and after
the Securitization Date, the meaning assigned to such term in the Securitization Servicing Agreement or any one or more analogous
terms in the Securitization Servicing Agreement.


 


“Loan Agreement”
shall mean that certain Loan Agreement, dated as of July 30, 2018, between NREC, as lender, and Broadway Greystone LLC, as borrower,
as the same may be further amended, restated, renewed, extended, modified or supplemented from time to time, subject to the terms
hereof.


 


“Major Decision”
shall mean:


 


(i) prior to the Securitization
Date:


 


(a)   any proposed or actual foreclosure upon or comparable conversion (which shall include acquisitions of any REO Property) of the
ownership of the Mortgaged Property as it comes into and continues in default;


 


(b)   any
modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or material
non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs but excluding waiver
of Default Interest or late payment charges) of the Mortgage Loan or any extension of the maturity date of the Mortgage Loan other
than as expressly permitted pursuant to the terms of the Mortgage Loan Documents;


 


(c)   following
a default or an event of default with respect to the Mortgage Loan, any exercise of remedies, including the acceleration of the
Mortgage Loan or initiation of judicial, bankruptcy or similar proceeding, under the Mortgage Loan Documents or with respect to
the Mortgage Loan Borrower or the Mortgaged Property;


 


(d)   any
sale of a Defaulted Loan or REO Property for less than “par”;


 


(e)   any
determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address any hazardous
materials located at an REO Property;


 


(f)    any
release of collateral or any acceptance of substitute or additional collateral for the Mortgage Loan or any consent to either of
the foregoing, other than immaterial condemnation actions and other similar takings, or if otherwise permitted pursuant to the
specific terms of the Mortgage Loan Documents and for which there is no lender discretion;


 


(g)   any
waiver of a “due on sale” or “due on encumbrance” clause with respect to the Mortgage Loan if lender consent
is required, or any consent to such a waiver or consent to a transfer of the Mortgaged Property or interests in the Mortgage Loan
Borrower or consent to the incurrence of additional debt, other than any such transfer or


 



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incurrence of debt as may be effected
without the consent of the lender under the Loan Agreement or related to an immaterial easement, right of way or similar agreement;


 


(h)   any
property management company changes or franchise changes to the extent the lender is permitted to consent or approve under the
Mortgage Loan Documents;


 


(i)    releases
of any escrow accounts, reserve funds or letters of credit, in each case, held as performance or “earn-out” escrows
or reserves, other than those releases done in accordance with the specific terms of the Mortgage Loan Documents and for which
there is no lender discretion;


 


(j)    any
acceptance of an assumption agreement or any other agreement permitting a transfer of interests in the Mortgage Loan Borrower,
Guarantor or other guarantor, indemnitor or obligor releasing the Mortgage Loan Borrower, Guarantor or other guarantor, indemnitor
or obligor from liability under the Mortgage Loan other than pursuant to the specific terms of the Mortgage Loan and for which
there is no lender discretion;


 


(k)   any
determination of an Acceptable Insurance Default; and


 


(l)    any
proposed modification or waiver of any material provisions in the Mortgage Loan Documents governing the type, nature or amount
of insurance coverage required to be obtained by the Mortgage Loan Borrower;


 


(ii) from and after
the Securitization Date, the meaning assigned to such term or an analogous term in the Securitization Servicing Agreement.


 


“Master Servicer”
shall have the meaning assigned to such term in the Servicing Agreement.


 


“Master Servicer
Remittance Date” shall mean:


 


(a)             with
respect to Note A-1 and Note B, the “Remittance Date” (or analogous term) as defined in the Servicing Agreement; and


 


(b)            with
respect to Note A-2, (i) prior to the contribution of Note A-2 to a Securitization, the “Remittance Date” (or analogous
term) as defined in the Servicing Agreement and (ii) following the contribution of Note A-2 to a Securitization, the earlier of
(a) the “Remittance Date” (or analogous term) as defined in the Servicing Agreement or (b) the first Business Day after
the “Determination Date,” (or analogous term) as defined in the Note A-2 PSA, provided, however, that
no remittance is required to be made until two Business Days after receipt of the scheduled Monthly Payment with respect to the
Mortgage Loan.


 


“Model PSA”
shall mean the Pooling and Servicing Agreement for the CSAIL 2018-CX12 transaction, among Credit Suisse Commercial Mortgage Securities
Corp., as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Wells
Fargo Bank, National Association, as certificate administrator,


 



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Wilmington Trust, National Association, as trustee, and Park Bridge
Lender Services LLC, as operating advisor and as asset representations reviewer.


 


“Monetary Default”
shall have the meaning assigned to such term in Section 11(a).


 


“Monetary Default
Notice” shall have the meaning assigned to such term in Section 11(a).


 


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


 


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


 


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


 


“Morningstar”
shall mean Morningstar Credit Ratings, LLC, or any of 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
Borrower” shall have the meaning assigned to such term in the recitals.


 


“Mortgage Loan
Borrower Related Party” shall have the meaning (i) prior to the Securitization Date, assigned to such term or such other
analogous term in the Model PSA and (ii) from and after the Securitization Date, assigned to such term or such other analogous
term in the Securitization Servicing Agreement.


 


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


 


“Mortgage Loan
Rate” shall mean, as of any date of determination, the weighted average of the Senior Note Rate and the Note B Rate.


 


“Mortgage Loan
Schedule” shall mean the Schedule attached hereto as Exhibit A, which schedule sets forth certain information
regarding the Mortgage Loan and the Notes.


 


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


 


“Net Note B
Rate” shall mean the Note B Rate minus the Servicing Fee Rate.


 






    11 


     


    

 


“Net Senior
Note Rate” shall mean the Senior Note Rate minus the Servicing Fee Rate.


 


“New Notes”
shall have the meaning assigned to such term in Section 41.


 


“NNYB”
shall mean Natixis, New York Branch, and its successors in interest.


 


“Non-Controlling
Senior Noteholder” shall mean each of Note A-1 (solely during such time as the Note B is the Controlling Noteholder)
and Note A-2.


 


“Non-Exempt
Person” shall mean any Person other than a Person who is either (i) a U.S. Person or (ii) has on file with the Agent
for the relevant year such duly-executed form(s) or statement(s) which may, from time to time, be prescribed by law and which,
pursuant to applicable provisions of (A) any income tax treaty between the United States and the country of residence of such Person,
(B) the Code or (C) any applicable rules or regulations in effect under clauses (A) or (B) above, permit the Note A-1 Holder to
make such payments free of any obligation or liability for withholding.


 


“Non-Monetary
Default” shall have the meaning assigned to such term in Section 11(d).


 


“Non-Monetary
Default Cure Period” shall have the meaning assigned to such term in Section 11(d).


 


“Non-Monetary
Default Notice” shall have the meaning assigned to such term in Section 11(d).


 


“Note”
shall mean any of the Senior Notes and the Note B, as applicable.


 


“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, together with its successors and assigns.


 


“Note A-1 Percentage
Interest” shall mean 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 B Principal
Balance.


 


“Note A-1 Principal
Balance” shall mean at any time of determination, the initial Note A-1 Principal Balance set forth on the Mortgage Loan
Schedule, less any payments of principal thereon received by the Note A-1 Holder or reductions in such amount pursuant to Section
3, 4 or 5, as applicable.


 


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


 






    12 


     


    

 


“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, and its successors in interest, or any subsequent holder of Note A-2.


 


“Note A-2 Percentage
Interest” shall mean 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 B Principal
Balance.


 


“Note A-2 Principal
Balance” shall mean, at any time of determination, the initial Note A-2 Principal Balance set forth on the Mortgage Loan
Schedule, less any payments of principal thereon received by the Note A-2 Holder or reductions in such amount pursuant to Section
3, 4 or 5, as applicable.


 


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


 


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


 


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


 


“Note B Holder”
shall mean the Initial Note B Holder, and its successors in interest, or any subsequent holder of Note B.


 


“Note B Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note B 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 B Principal
Balance.


 


“Note B Principal
Balance” shall mean, at any time of determination, the initial Note B Principal Balance set forth on the Mortgage Loan
Schedule, less any payments of principal thereon received by the Note B Holder or reductions in such amount pursuant to Section
3, 4 or 5, as applicable.


 


“Note B Rate”
shall mean the Note B Rate set forth on the Mortgage Loan Schedule.


 


“Note B Relative
Spread” shall mean the ratio of the Note B Rate to the Mortgage Loan Rate.


 


“Note Default
Interest Spread” shall mean the Note Default Interest Spread set forth on the Mortgage Loan Schedule.


 


“Note Pledgee”
shall have the meaning assigned to such term in Section 19(h).


 






    13 


     


    

 


“Note Register”
shall have the meaning assigned to such term in Section 21.


 


“Noteholder”
shall mean any of the Note A-1 Holder, the Note A-2 Holder and the Note B Holder, as applicable.


 


“Noteholder
Purchase Notice” has the meaning assigned to such term in Section 12.


 


“NREC”
shall mean Natixis Real Estate Capital LLC, and its successors in interest.


 


“Operating Advisor”
shall mean the operating advisor under the Securitization Servicing Agreement, if any.


 


“Original Entity”
shall have the meaning assigned to such term in Section 41.


 


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


 


“Owned Note”
shall have the meaning assigned to such term in Section 41.


 


“P&I Advance”
shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.


 


“Percentage
Interest” shall mean, with respect to the Note A-1 Holder, the Note A-1 Percentage Interest, with respect to the Note
A-2 Holder, the Note A-2 Percentage Interest and with respect to the Note B Holder, the Note B Percentage Interest, as each may
be adjusted from time to time.


 


“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 $100,000,000 and (iii) not subject
to a proceeding relating to the bankruptcy, insolvency, reorganization or relief of debtors.


 


“Person”
shall mean any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company,
trust, unincorporated organization or government or any agency or political subdivision thereof.


 


“Pledge”
shall have the meaning assigned to such term in Section 19(g).


 


“Prepayment
Premium” shall mean, with respect to the Mortgage Loan, any prepayment premium, spread maintenance premium, yield maintenance
premium or similar fee required to be paid in connection with a prepayment of the Mortgage Loan pursuant to the Mortgage Loan Documents,
including any exit fee.


 


“Principal Balance”
shall mean any of the Note A-1 Principal Balance, the Note A-2 Principal Balance and/or the Note B Principal Balance, as applicable.


 






    14 


     


    

 


“Qualified Transferee”
shall mean each of:


 


(a)
the Initial Noteholders;


 


(b)
any other Person that is an entity Controlled (as defined below) by, under common Control with or Controlling of any of the
Initial Noteholders; or


 


(c)
one or more of the following:


 


(i)          a
real estate investment bank, 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 (or in the case of a CLO, a single purpose bankruptcy remote entity that contemporaneously assigns or pledges
the Note, or a participation interest therein (or any portion thereof) to a Qualified Trustee) in connection with (a) a securitization
of, (b) the creation of collateralized debt obligations (“CLO”) secured by, or (c) a financing through an “owner
trust” of, a Note or any interest therein (any of the foregoing, a “Securitization Vehicle”), provided
that (1) one or more classes of securities issued by such Securitization Vehicle is initially rated at least investment grade
by two nationally recognized credit rating agencies; (2) the special servicer of such Securitization Vehicle has a Required Special
Servicer Rating or is otherwise acceptable to the Rating Agencies rating each Securitization (such entity, an “Approved
Servicer”) and such Approved Servicer is required to service and administer such Note or any interest therein in accordance
with servicing arrangements for the assets held by the Securitization Vehicle which require that such Approved Servicer act in
accordance with a servicing standard notwithstanding any contrary direction or instruction from any other Person; or (3) in the
case of a Securitization Vehicle that is a CLO, the CLO Asset Manager and, if applicable, each Intervening Trust Vehicle that is
not administered and managed by a CLO Asset Manager that is a Qualified Transferee, are each a Qualified Transferee 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 $100,000,000, in which (A) any Initial Noteholder, (B) a person that is otherwise a Qualified Transferee 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 clause (d) below (with respect to an entity Controlled by an entity referred to in clause


 



    15 


     


    

 


(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, or


 


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


 


(vi)        any
Person that is otherwise a Qualified Transferee but is acting in an agency capacity in connection with a lending syndicate, so
long as more than fifty percent (50%) of the lenders in the lending syndicate (by loan balance or committed loan amounts) are Qualified
Transferees; or


 


(vii)       a
private trust established and authorized under the laws of Korea (an “Acquiring Korean Trust”), so long as the
beneficiaries of, and owners of not less than 51% of the equity interest in, the Acquiring Korean Trust are, directly or indirectly,
Persons that are otherwise Qualified Transferees and satisfy the capital surplus/equity and total asset requirements set forth
below; or


 


(viii)      Violet
Protected Asset SPC, an exempted segregated portfolio company incorporated and registered as a segregated portfolio company under
the laws of the Cayman Islands, acting for the account of VPA 11 segregated portfolio; or


 


(ix)        Dai-ichi
Life Insurance Company, Limited; or


 


(x)         BNP
Paribas Trust Corporation UK Limited, in its capacity as trustee of the trust created pursuant to the terms of a principal trust
deed dated 9 July 2014 and amended and restated on 12 June 2015 (as amended and restated from time to time) and a supplemental
trust deed dated on or about the date of this Agreement in relation to the Series VPA 11 S02 note due 2028, and


 


in the case of any entity referred to in
clause (c)(i), (ii), (iv)(B) or (v) of this definition, (x) such entity or parent has at least $100,000,000 in capital/statutory
surplus or shareholders’ equity including uncalled capital commitments (except with respect to a pension advisory firm, asset
manager or similar fiduciary) and at least $250,000,000 in total assets including uncalled capital commitments (in name or under
management), and (y) is regularly engaged in the business of making or owning commercial real estate loans (or interests therein)
(or in the case of a pension advisory firm, asset manager or similar fiduciary, is regularly engaged in managing investments in
commercial real estate loans) 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 (c) above or approved by the Rating Agencies
hereunder as a Qualified Transferee for purposes of this Agreement, or as to which the Rating Agencies have stated they would
not review such entity in connection with the subject transfer; and


 






    16 


     


    

 


For purposes of this
definition only, “Control” means 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 (“Controlled” and “Controlling” have the meaning correlative thereto).


 


“Qualified Trustee”
shall mean (i) a corporation, national bank, national banking association or a trust company, organized and doing business under
the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept
the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by
federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or (iii) an institution whose
long-term senior unsecured debt is then rated in one of the top two rating categories of each of the applicable Rating Agencies.


 


“Rating Agencies”
shall mean any of (a) S&P, (b) Moody’s, (c) Fitch, (d) DBRS, (e) Kroll and (f) Morningstar 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 designated by a Senior Noteholder; provided, however, that at any time during which a Senior Note is
an asset of a Securitization, “Rating Agencies” or “Rating Agency” shall have the meaning assigned to such
term in the Servicing Agreement.


 


“Rating Agency
Confirmation” shall mean confirmation in writing (which may be in electronic form) by each applicable Rating Agency that
a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade, withdrawal or
qualification of the then-current rating assigned to any class of certificates (if then rated by the Rating Agency); provided
that a written waiver or other acknowledgment from the Rating Agency indicating its decision not to review the matter for which
the Rating Agency Confirmation is sought shall be deemed to satisfy the requirement for the Rating Agency Confirmation from each
Rating Agency with respect to such matter.


 


“Recovered Costs”
shall mean any amounts referred to in clauses (d) and/or (e) of the definition of “Defaulted Mortgage Loan Purchase Price”
that, at the time of determination, had been previously paid or reimbursed to any Servicer from sources other than collections
on or in respect of the Mortgage Loan or the Mortgaged Property (including, without limitation, from collections on or in respect
of loans other than the Mortgage Loan).


 


“Redirection
Notice” shall have the meaning assigned to such term in Section 19(g).


 


“REMIC”
shall mean a real estate mortgage investment conduit within the meaning of Section 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


 



    17 


     


    

 


applicable proposed
regulations) and rulings promulgated thereunder, as the foregoing may be in effect from time to time.


 


“REO Loan”
shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.


 


“REO Property”
shall mean any Mortgaged Property, title to which has been acquired by the Servicer on behalf of the Noteholders through foreclosure,
deed in lieu of foreclosure or otherwise.


 


“Required Special
Servicer Rating” shall mean (i) a rating of “CSS3” in the case of Fitch, (ii) being on S&P’s Select
Servicer List as a U.S. Commercial Mortgage Special Servicer in the case of S&P, (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 publicly citing the continuation of such special servicer as special servicer of such commercial mortgage loans as the
sole or material factor in such ratings action and (iv) in the case of Morningstar, either (a) the applicable replacement has a
special servicer ranking of at least “MOR CS3” by Morningstar (if ranked by Morningstar) or (b) if not ranked by Morningstar,
is currently acting as a special servicer on a deal or transaction-level basis for all or a significant portion of the related
mortgage loans in other CMBS transactions rated by any of S&P, Moody’s, Morningstar, Fitch, DBRS or Kroll and the trustee
does not have actual knowledge that Morningstar has, and the replacement special servicer certifies that Morningstar has not, with
respect to any such other CMBS transaction, qualified, downgraded or withdrawn its rating or ratings on one or more classes of
such CMBS transaction citing servicing concerns of the applicable replacement as the sole or material factor in such rating action.


 


“S&P”
shall mean S&P Global Ratings, and its successors in interest.


 


“Securitization”
shall mean one or more sales by a Senior Noteholder of all or a portion of a Senior Note to a depositor, who will in turn include
such portion of such Senior Note as part of a securitization of one or more mortgage loans.


 


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


 


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


 


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization in which Note A-1 is held.


 


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


 


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


 






    18 


     


    

 


“Senior Noteholder”
shall mean each Initial Note A-1 Holder and the Initial Note A-2 Holder, or any subsequent holder of a Senior Note.


 


“Senior Note
Percentage Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the sum of the Note
A-1 Principal Balance and the Note A-2 Principal Balance and the denominator of which is the sum of the Note A-1 Principal Balance,
Note A-2 Principal Balance and the Note B Principal Balance.


 


“Senior Note
Principal Balance” shall mean the sum of the Note A-1 Principal Balance and the Note A-2 Principal Balance.


 


“Senior Note
Rate” shall mean the Senior Note Rate set forth in the Mortgage Loan Schedule.


 


“Senior Note
Relative Spread” shall mean the ratio of the Senior Note Rate to the Mortgage Loan Rate.


 


“Sequential
Pay Event” shall mean any Event of Default with respect to an obligation to pay money due under the Mortgage Loan or
any other Event of Default that causes the Mortgage Loan to become a Specially Serviced Mortgage Loan (other than as a result of
a foreseeable event) or any bankruptcy or insolvency event that constitutes an Event of Default. A Sequential Pay Event shall no
longer exist to the extent it has been cured (including any cure payment made by the Controlling Noteholder in accordance with
Section 11) and shall not be deemed to exist to the extent the Note B Holder is exercising its cure rights under Section 11.


 


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


 


“Servicing Agreement”
shall mean (i) prior to the Securitization Date, the Interim Servicing Agreement, and (ii) from and after the Securitization Date,
the Securitization Servicing Agreement.


 


“Servicing Fee
Rate” shall have the meaning assigned to such term in the Servicing Agreement.


 


“Servicing Standard”
shall mean (I) prior to the Securitization Date, the procedures that the Master Servicer, as an independent contractor, follows
in order to service and administer the Mortgage Loan and administer REO Property solely on behalf of the Noteholders (as a collective
whole as if such Noteholders constituted one lender, it being understood that Note B is subordinate to the Senior Notes, subject
to the terms and conditions of this Agreement) (as determined by the Master Servicer in the exercise of its good faith and reasonable
judgment), in accordance with applicable law, the terms of this Agreement and the Mortgage Loan Documents and, to the extent consistent
with the foregoing, the following standards: (i) the higher of (a) the same manner in which and with the same care, skill, prudence
and diligence with which the Master Servicer services and administers similar loans and administers foreclosed properties for other
third-party portfolios, giving due consideration to customary and usual standards of practice of prudent institutional commercial
mortgage lenders in servicing their own loans and administering their own foreclosed properties, or (b) with the care, skill, prudence
and


 



    19 


     


    

 


diligence the Master Servicer uses for loans which it owns or for foreclosed properties it owns and administers; (ii) with
a view to the timely collection of (a) all scheduled payments of principal and interest under the Mortgage Loan or, if the Mortgage
Loan comes into and continues in default and if no satisfactory arrangements can be made for the collection of the delinquent payments,
the maximization of the recovery on the Mortgage Loan to the Noteholders (as a collective whole as if such Noteholders constitute
a single lender, it being understood that Note B is subordinate to the Senior Notes, subject to the terms of this Agreement) on
a net present value basis and (b) any reimbursable expenses and other amounts due under the Mortgage Loan and (iii) without regard
to:


 


		(A)	any relationship that the Master Servicer or its Affiliates
may have with   the Mortgage Loan Borrower or any of its Affiliates;



 


		(B)	the ownership of any other mezzanine loan by the Master
Servicer or its Affiliates;



 


		(C)	its obligation to make Advances;



 


		(D)	the right of the Master Servicer or its Affiliates to receive reimbursement of costs, compensation
or other fees (other than Advances), or the sufficiency of any compensation payable to it under this Agreement or with respect
to any particular transaction; or



 


		(E)	the ownership, servicing or management for others of
any other loans or  property by the Master Servicer; and



 


(II) from and after the
Securitization Date, the meaning assigned to such term in the Securitization Servicing Agreement.


 


“Servicing Transfer
Event” shall have the meaning (i) prior to the Securitization Date, assigned to such term in the Model PSA or such other
analogous term used in the Model PSA and (ii) from and after the Securitization Date, assigned to such term in the Securitization
Servicing Agreement or such other analogous term used in the Securitization Servicing Agreement, except that, as provided in Section
11(a)(iii), a Servicing Transfer Event shall be deemed not to have occurred for so long as the Note B Holder is exercising its
cure right hereunder.


 


“Special Servicer”
shall have the meaning assigned to such term in the Servicing Agreement.


 


“Specially Serviced
Mortgage Loan” shall have the meaning assigned to such term or an analogous term in the 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.


 






    20 


     


    

 


“Threshold Event
Collateral” shall have the meaning assigned to such term in Section 5(i).


 


“Threshold Event
Cure” shall have the meaning assigned to such term in Section 5(i).


 


“Transfer”
shall mean any sale, assignment, transfer, pledge, syndication, participation, hypothecation, contribution, encumbrance or other
disposition (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other similar agreement,
excluding a repo financing or a Pledge in accordance with Section 19(g)).


 


“Trustee”
shall mean, with respect to any Securitization, the bank or trust company as may be selected by the applicable depositor and approved
by the Rating Agencies to act as trustee for such Securitization, and shall include any fiscal agent and/or paying agent appointed
for such Securitization.


 


“Unliquidated
Advances” shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.


 


“U.S. Person”
shall mean a citizen or resident of the United States, a corporation or partnership (except to the extent provided in applicable
Treasury Regulations) created or organized in or under the laws of the United States, any State thereof or the District of Columbia,
including any entity treated as a corporation or partnership for federal income tax purposes, or an estate whose income is subject
to United States federal income tax regardless of its source, or a trust if a court within the United States is able to exercise
primary supervision over the administration of such trust, and one or more such U.S. Persons have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations, a trust in existence on August
20, 1996 that is eligible to elect to be treated as a U.S. Person).


 


“Workout”
shall mean any written modification, waiver, amendment or restructuring relating to a workout of the Mortgage Loan or the Note
in connection with a Mortgage Loan default or a likely default.


 


Section 2.          Servicing.


 


(a)            Each
Noteholder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced prior to the
Securitization Date pursuant to the Interim Servicing Agreement and from and after the Securitization Date (except as otherwise
set forth in Section 2(e)), pursuant to the Securitization Servicing Agreement and, in each case, in accordance with this Agreement;
provided that the Master Servicer shall not be obligated to advance monthly payments of principal or interest in respect
of the Notes other than Note A-1 (although a party designated under the Note A-2 PSA may be required to advance monthly payments
of principal and interest in respect of Note A-2) 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 Servicing Agreement.
The Note B Holder acknowledges that a Senior Noteholder may elect, in its sole discretion, to include its Senior Note in a Securitization
and agrees that it will reasonably


 



    21 


     


    

 


cooperate with such Senior Noteholder, at such Senior Noteholder’s sole cost and expense,
to effect such Securitization. Subject to the terms and conditions
of this Agreement, each Noteholder hereby irrevocably and unconditionally consents to the appointment of the Master Servicer, Special
Servicer and the Trustee under the Securitization Servicing Agreement and agrees to reasonably cooperate with and consent with
the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Securitization
Servicing Agreement and this Agreement. Each Noteholder hereby appoints the Master Servicer and the Trustee in the Note A-1 Securitization
as such Noteholder’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 Securitization Servicing Agreement (subject at all times to the rights of the Noteholder
set forth herein and in the Servicing Agreement). In no event shall the Servicer be required to enforce the rights of any Noteholder
or limit the Servicer in enforcing the rights of one Noteholder against any other Noteholder; however, this statement shall not
be construed to otherwise limit the rights of one Noteholder with respect to any other Noteholder.


 


(b)            The
Controlling Noteholder (or any Controlling Noteholder Representative appointed by it acting on its behalf) shall exercise the rights
and powers granted to the “Controlling Holder”, “Directing Certificateholder” or “Directing Holder”
(or similar term) under the Servicing Agreement with respect to the Mortgage Loan.


 


(c)            The
Securitization Servicing Agreement shall contain the Servicing Standard. In no event may the Securitization Servicing Agreement
change the interest or principal allocable to, or the amount of any payments due to, the Note B Holder or materially increase the
Note B Holder’s obligations or materially decrease the Note B Holder’s rights, remedies or protections hereunder.


 


(d)            The
Securitization Servicing Agreement shall contain provisions to the effect that:


 


(i)             any
payments received on the Mortgage Loan shall be paid by the Master Servicer to each of the Noteholders in accordance with Sections
3 and 4 hereof on the Master Servicer Remittance Date;


 


(ii)            the
Note B Holder shall be entitled to receive, and the Master Servicer and the Special Servicer shall provide, any information relating
to the Mortgage Loan, the Mortgage Loan Borrower or the Mortgaged Property as the Note B Holder may reasonably request and would
be customarily in the possession of, or collected or known by, the Master Servicer or Special Servicer of mortgage loans similar
to the Mortgage Loan and, in any event, all information that is required to be provided to holders of the securities issued by
the Securitization Trust that includes other Notes, including, but not limited to standard CREFC® reports, subject
to limitations or information that may be made available to a Note B Holder that is a Mortgage Loan Borrower or a Mortgage Loan
Borrower Related Party;


 


(iii)           each
Noteholder is an intended third party beneficiary in respect of the rights afforded it under the Securitization Servicing Agreement
and may directly enforce such rights;


 






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(iv)           the
Securitization Servicing Agreement may not be amended without the consent of the Note B Holder (not to be unreasonably withheld)
if such amendment would materially and adversely affect the Mortgage Loan or the Note B Holder’s rights with respect thereto;


 


(v)           provide
that any inconsistency between the Servicing Agreement and this Agreement shall be governed by and determined in accordance with
the terms of this Agreement; and


 


(vi)           recognize
the respective rights and obligations of the Noteholders hereunder, including with respect to the making of payment to the Noteholders
and the rights of the Noteholders to approve matters and make decisions hereunder.


 


(e)            Any
obligation of the Servicer pursuant to the terms hereof shall be performed by the Master Servicer or the Special Servicer, as applicable,
as set forth in the Servicing Agreement.


 


(f)             At
any time after the Securitization Date that Note A-1 is no longer subject to the provisions of the Securitization Servicing Agreement,
the Note A-1 Holder will cause the Mortgage Loan to be serviced pursuant to a servicing agreement mutually agreeable to the Note
A-2 Holder and the Note B Holder that contains servicing provisions which are the same as or more favorable to Note B Holder, in
substance, to those in the Securitization Servicing Agreement and all references herein to the “Securitization Servicing
Agreement” shall mean such subsequent servicing agreement; provided, however, that (1) if Note A-2 is in a
Securitization, then Rating Agency Confirmation shall have been obtained from each Rating Agency with respect to such subsequent
servicing agreement and (2) until a replacement servicing agreement has been entered into, (x) the Note A-1 Holder shall cause
the Mortgage Loan to be serviced in accordance with the servicing provisions set forth in the Securitization Servicing Agreement
as if such agreement was still in full force and effect with respect to the Mortgage Loan; and (y) the actual servicing of the
Mortgage Loan may be performed by any nationally recognized commercial mortgage loan servicer appointed by the Note A-1 Holder
with the consent of the Note B Holder and does not have to be performed by the service providers set forth under the Securitization
Servicing Agreement.


 


(g)            The
Note A-2 PSA shall contain the provisions set forth in Schedule I.


 


Section
3.          Payments Prior to a Sequential Pay Event. Note B and the
right of the Note B Holder to receive payments of interest, principal and other amounts with respect to the Note B shall at
all times be junior, subject and subordinate to the Senior Notes and the right of the Senior Noteholders to receive payments
of interest, principal and other amounts with respect to the Senior Notes as set forth herein. If no Sequential Pay Event, as
determined by the applicable Servicer, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan
Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged
Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment,
Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage
Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds,


 



    23 


     


    

 


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), but excluding (x) all amounts for required
reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan
Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances
then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then due,
payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator or Trustee with respect to this
Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Note A-1 Holder (or its designee) and distributed
by the Note A-1 Holder (or the Servicer on its behalf) for payment in the following order of priority without duplication
(and payments shall be made at such times as are set forth in the Servicing Agreement):


 


(a)            first,
to the Senior Noteholders in an amount equal to the accrued and unpaid interest on the Senior Note Principal Balance at the Net
Senior Note Rate;


 


(b)            second,
to the Senior Noteholders in an amount equal to the Senior Note Percentage Interest of principal payments (including all prepayment
proceeds relating to casualty or condemnation) received, if any, with respect to such Monthly Payment Date with respect to the
Mortgage Loan;


 


(c)            third,
to each Senior Noteholder up to the amount of any unreimbursed costs and expenses paid by such Senior Noteholder including any
Recovered Costs not previously reimbursed to such Senior Noteholder with respect to the Mortgage Loan pursuant to this Agreement
or the Servicing Agreement to be allocated pro rata based on the amounts due to each Senior Noteholder pursuant to this
clause;


 


(d)            fourth,
to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11 of this Agreement, to
reimburse the Note B Holder for all such cure payments;


 


(e)            fifth,
to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate;


 


(f)             sixth,
to the Note B Holder in an amount equal to the Note B Percentage Interest of principal payments (including all prepayment proceeds
relating to casualty or condemnation) received, if any, with respect to such Monthly Payment Date with respect to the Mortgage
Loan;


 


(g)            seventh,
to the Note B Holder up to the amount of any unreimbursed costs and expenses paid by the Note B Holder including any Recovered
Costs not previously reimbursed to the Note B Holder with respect to the Mortgage Loan pursuant to this Agreement or the Servicing
Agreement;


 


(h)            eighth,
any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to each of the Senior Noteholders in an
amount up to its pro rata interest,


 



    24 


     


    

 


which shall be calculated as the product of the Senior Note Percentage Interest multiplied
by the Senior Note Relative Spread;


 


(i)             ninth,
any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to the Note B Holder in an amount up to
its pro rata interest therein, which shall be calculated as the product of the Note B Percentage Interest multiplied by
the Note B Relative Spread;


 


(j)             tenth,
if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required
to be applied in accordance with the foregoing clauses (a)-(i) and, as a result of a Workout, the Note B Principal Balance has
been reduced, such excess amount shall be paid to the Note B Holder in an amount up to the reduction, if any, of the Note B Principal
Balance as a result of such Workout, plus interest on such amount at the Note B Rate;


 


(k)            eleventh,
to the extent default interest, late fees, assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required
to be otherwise applied under the Servicing Agreement, including, without limitation, to compensate a Servicer under the Servicing
Agreement, any such default interest, late fees, assumption or transfer fees, to the extent actually paid by the Mortgage Loan
Borrower, shall be paid to the Senior Noteholders and the Note B Holder, pro rata, based on their respective Percentage
Interests; and


 


(l)             twelfth,
if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with
the foregoing clauses (a)-(l), any remaining amount shall be paid pro rata to the Senior Noteholders and the Note B Holder
in accordance with their respective initial Percentage Interests.


 


As used in clauses (a)
through (l) above, payments to the Senior Noteholders shall be made to each of the Note A-1 Holder and the Note A-2 Holder, pro
rata and pari passu, based on their respective Principal Balance.


 


Section
4.          Payments Following a Sequential Pay Event. Payments of
interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; except, if a
Sequential Pay Event, as determined by the applicable Servicer in accordance with this Agreement and the Servicing Agreement,
shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment
on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds
thereof, whether received in the form of Monthly Payments, 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 or Insurance Proceeds or Condemnation 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), but excluding (x)
all amounts for required reserves or escrows required by the Mortgage Loan Documents to continue to be held as reserves or
escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to
the Servicer under the Servicing Agreement and (y) all amounts that


 



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are then due, payable or reimbursable to any Servicer,
Operating Advisor, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement
with respect to the Mortgage Loan, shall be distributed by the Servicer in the following order of priority without
duplication (and payments shall be made at such times as are set forth in the Servicing Agreement):


 


(a)            first,
to the Senior Noteholders in an amount equal to the accrued and unpaid interest on the Senior Note Principal Balance at the Net
Senior Note Rate;


 


(b)            second,
to the Senior Noteholders in an amount equal to the Senior Note Principal Balance, until the Senior Note Principal Balance has
been reduced to zero;


 


(c)            third,
to the Senior Noteholders up to the amount of any unreimbursed costs and expenses paid by the Senior Noteholders including any
Recovered Costs not previously reimbursed to the Senior Noteholders with respect to the Mortgage Loan pursuant to this Agreement
or the Servicing Agreement to be allocated pro rata based on the amounts due to each Senior Noteholder pursuant to this
clause;


 


(d)            fourth,
to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11 of this Agreement, to
reimburse the Note B Holder for all such cure payments;


 


(e)            fifth,
to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate;


 


(f)             sixth,
to the Note B Holder in an amount equal to the Note B Percentage Interest of principal payments received, if any, with respect
to such Monthly Payment Date with respect to the Mortgage Loan, until the Note B Principal Balance has been reduced to zero;


 


(g)            seventh,
to the Note B Holder up to the amount of any unreimbursed costs and expenses paid by the Note B Holder including any Recovered
Costs not previously reimbursed to the Note B Holder with respect to the Mortgage Loan pursuant to this Agreement or the Servicing
Agreement;


 


(h)            eighth,
any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to the Senior Noteholders in an amount
up to its pro rata interest therein, which shall be calculated as the product of the Senior Note Percentage Interest multiplied
by the Senior Note Relative Spread;


 


(i)             ninth,
any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to the Note B Holder in an amount up to
its pro rata interest therein, which shall be calculated as of the Note B Percentage Interest multiplied by the Note B Relative
Spread;


 


(j)             tenth,
if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required
to be applied in accordance with the foregoing clauses (a)-(i) and, as a result of a Workout, the Note B Principal Balance has
been reduced, such excess amount shall be paid to the Note B Holder in an amount up to the


 



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reduction, if any, of the Note B Principal
Balance as a result of such Workout, plus interest on such amount at the Note B Rate;


 


(k)            eleventh,
to the extent default interest, late fees, assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required
to be otherwise applied under the Servicing Agreement, including, without limitation, to compensate a Servicer under the Servicing
Agreement, any such default interest, late fees, assumption or transfer fees, to the extent actually paid by the Mortgage Loan
Borrower, shall be paid to the Senior Noteholders and the Note B Holder, pro rata, based on their respective Percentage
Interests; and


 


(l)             twelfth,
if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with
the foregoing clauses (a)-(k), any remaining amount shall be paid pro rata to the Senior Noteholders and the Note B Holder
in accordance with their respective initial Percentage Interests.


 


As used in clauses (a)
through (l) above, payments to the Senior Noteholders shall be made to each of the Note A-1 Holder and the Note A-2 Holder, pro
rata and pari passu, based on their respective Principal Balance.


 


Section 5.          Administration
of the Mortgage Loan.


 


(a)            Subject
to this Agreement (including, without limitation, Section 5(f) below) and the Servicing Agreement, the Note A-1 Holder (or the
Servicer acting on behalf of the Note A-1 Holder) shall have the sole and exclusive authority with respect to the administration
of, and exercise of rights and remedies with respect to, the Mortgage Loan, including, without limitation, the sole authority to
modify or waive any of the terms of the Mortgage Loan Documents or consent to any action or failure to act by the Mortgage Loan
Borrower or any other party to the Mortgage Loan Documents, call or waive any Event of Default, accelerate the Mortgage Loan or
institute any foreclosure action or other remedy and the other Noteholders shall not have any voting, consent or other rights whatsoever
with respect to the Note A-1 Holder’s administration of, or exercise of its rights and remedies with respect to, the Mortgage
Loan. Subject to this Agreement and the Servicing Agreement (including, without limitation, Section 5(f) below), each of the Note
A-2 Holder and the Note B Holder agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys
to the Note A-1 Holder (or the Servicer acting on behalf of the Note A-1 Holder) the rights, if any, that the other Noteholder
have to, (i) call or cause the Note A-1 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 Note A-1
Holder to file any bankruptcy petition against the Mortgage Loan Borrower. The Note A-1 Holder (or the Servicer acting on behalf
of the Note A-1 Holder) shall not have any fiduciary duty to the Note A-2 Holder and the Note B Holder in connection with the administration
of the Mortgage Loan (but the foregoing shall not relieve the Note A-1 Holder from the obligation to make any disbursement of funds
as set forth herein).


 


(b)            The
administration of the Mortgage Loan shall be governed by this Agreement and the Servicing Agreement. Each Noteholder agrees to
be bound by the terms of the Servicing Agreement and this Agreement. Servicing of the Mortgage Loan shall be carried


 



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out by the
Master Servicer and, if the Mortgage Loan is a Specially Serviced Mortgage Loan by the Special Servicer, in each case pursuant
to the Servicing Agreement and this Agreement. Notwithstanding anything to the contrary contained herein, in accordance with the
Servicing Agreement, the Note A-1 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 the Senior Noteholders and the Note
B Holder (it being understood that the interest of the Note B Holder is a junior Note interest, subject to the terms and conditions
of this Agreement), and so long as the Note A-2 Holder and the Note B Holder is not the Mortgage Loan Borrower or a Mortgage Loan
Borrower Related Party, it shall be deemed a third party beneficiary of such provisions of the Servicing Agreement. The foregoing
provisions of this Section 5(b) shall not limit or modify the rights of the Controlling Noteholder and/or the Controlling Noteholder
Representative to exercise their respective rights specifically set forth under this Agreement.


 


(c)            Notwithstanding
anything to the contrary contained herein, but subject to the terms and conditions of the Servicing Agreement and this Agreement
(including, without limitation, Section 5(f) below), if the Note A-1 Holder in connection with a Workout of the Mortgage Loan modifies
the terms thereof such that (i) the unpaid principal balance of the Mortgage Loan is decreased, (ii) the Interest Rate or scheduled
amortization payments on the Mortgage Loan are reduced, (iii) payments of interest or principal on the Mortgage Loan are waived,
reduced or deferred or (iv) any other adjustment (other than an increase in the Interest Rate or increase in scheduled amortization
payments) is made to any of the terms of the Mortgage Loan (other than an extension of the Mortgage Loan maturity date), all payments
to the Senior Noteholders pursuant to Section 3 and Section 4, as applicable, shall be made as though such Workout did not occur,
with the payment terms of the Senior Notes remaining the same as they are on the date hereof, Note B shall bear the full economic
effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such Workout (up to the amount
otherwise due on Note B). Subject to the Servicing Agreement and this Agreement (including without limitation Section 5(f) below),
in the case of any modification or amendment described above, the Note A-1 Holder will have the sole authority and ability to revise
the payment provisions set forth in Section 3 and Section 4 above in a manner that reflects the subordination of Note B to the
Senior Notes with respect to the loss that is the result of such amendment or modification, including: (i) the ability to increase
the Senior Note Percentage Interest and to reduce the Note B Percentage Interest in a manner that reflects a loss in principal
as a result of such amendment or modification and (ii) the ability to change the Senior Note Rate and the Note B Rate, as applicable,
in order to reflect a reduction in the Interest Rate of the Mortgage Loan but shall not be permitted to change the order of the
clauses set forth in Sections 3 and 4 hereof. Notwithstanding the foregoing, if any Workout, modification or amendment of the Mortgage
Loan extends the original maturity date of the Mortgage Loan, for purposes of this paragraph, the Balloon Payment will be deemed
not to be due on the original maturity date of the Mortgage Loan but will be deemed due on the extended maturity date of the Mortgage
Loan.


 


(d)            All
rights and obligations of the Note A-1 Holder described hereunder may be exercised by the Servicer on behalf of the Note A-1 Holder
in accordance with the Servicing Agreement and this Agreement.


 



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(e)           For
so long as any Senior Note is included as an asset of a REMIC, any provision of this Agreement to the contrary notwithstanding:
(i) the Mortgage Loan shall be administered such that the Senior Notes shall each 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 A-1 Holder 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 interests of the Noteholders therein shall at all times qualify as “foreclosure property” within the meaning
of Section 860G(a)(8) of the Code and (iii) the Note A-1 Holder may not 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 Senior Noteholders 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 months after the earliest startup day of any REMIC which includes a Senior Note (or any portion
thereof). The Noteholders agree that the provisions of this Section 5(e) shall be effected by compliance by the Note A-1 Holder
or its assignees with this Agreement or the Servicing Agreement or any other agreement which governs the administration of the
Mortgage Loan or the Note A-1 Holder’s interests therein. All costs and expenses of compliance with this Section 5(e), to
the extent that such costs and expenses relate to administration of a REMIC or to any determination respecting the amount, payment
or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense, shall be borne by the applicable
Senior Noteholder without reimbursement under Sections 3 or 4 hereof.


 


(f)           If
any consent, modification, amendment or waiver under or other action in respect of the Mortgage Loan or the Mortgage Loan Documents
(whether or not a Servicing Transfer Event has occurred and is continuing) that would constitute a Major Decision has been requested
or proposed, at least ten (10) Business Days prior to taking action with respect to such Major Decision (or making a determination
not to take action with respect to such Major Decision), the Note A-1 Holder (or Servicer acting on its behalf) shall request the
written consent of the Controlling Noteholder (or its Controlling Noteholder Representative) before implementing a decision with
respect to such Major Decision.


 


If the Controlling
Noteholder (or its Controlling Noteholder Representative) fails to respond to the Note A-1 Holder (or Servicer acting on its behalf)
with respect to any such proposed action within ten (10) Business Days after receipt of such notice, the Controlling Noteholder
(or its Controlling Noteholder Representative), as applicable, shall have no further consent rights with respect to such action.


 


The Controlling Noteholder
(or its Controlling Noteholder Representative) acknowledges that, if the “retaining sponsor” in the Note A-1 Securitization
has sold an “eligible horizontal interest” to a “third party purchaser” in accordance with Section _.7
of the Credit Risk Retention Rule, then following the occurrence of an “Operating Advisor Consultation Event” (or similar
term) under the Servicing Agreement the Operating Advisor may have the right to consult with the Special Servicer with respect
to Major Decisions.


 






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Notwithstanding the foregoing,
following the occurrence of an extraordinary event with respect to any Mortgaged Property, or if a failure to take any such action
at such time would be inconsistent with the Servicing Standard, the Note A-1 Holder (or Servicer acting on its behalf) may take
actions with respect to such Mortgaged Property before obtaining the consent of the Controlling Noteholder (or its Controlling
Noteholder Representative) if the Note A-1 Holder (or Servicer acting on its behalf) reasonably determines in accordance with the
Servicing Standard that failure to take such actions prior to such consent would materially and adversely affect the interest of
the Noteholders as a whole, and the Note A-1 Holder (or Servicer acting on its behalf) has made a reasonable effort to contact
the Controlling Noteholder (or its Controlling Noteholder Representative). The foregoing shall not relieve the Note A-1 Holder
(or Servicer acting on its behalf) of its duties to comply with the Servicing Standard.


 


Notwithstanding the foregoing,
the Note A-1 Holder (or Servicer acting on its behalf) shall not follow any advice, direction, objection or consultation provided
by the Controlling Noteholder (or its Controlling Noteholder Representative) that would require or cause the Note A-1 Holder (or
Servicer acting on its behalf) to violate any applicable law, including the REMIC Provisions, be inconsistent with the Servicing
Standard, require or cause the Note A-1 Holder (or Servicer acting on its behalf) to violate provisions of this Agreement or the
Servicing Agreement, require or cause the Note A-1 Holder (or Servicer acting on its behalf) to violate the terms of the Mortgage
Loan, or materially expand the scope of the Note A-1 Holder’s (or Servicer acting on its behalf) responsibilities under this
Agreement.


 


(g)           The
Controlling Noteholder shall be entitled to approve the Asset Status Report in accordance with the time frame provided in the Servicing
Agreement.


 


(h)           (i)
The Note B Holder, if it is determined at any time of determination to no longer be the Controlling Noteholder (the “Appraised-Out
Holder”) as a result of the application of an Appraisal Reduction Amount, shall have the right, at its sole expense,
within fifteen (15) days of receipt of notice of the Control Appraisal Period, to require the Special Servicer to order a second
Appraisal with respect to the Mortgage Loan. The Special Servicer shall use its reasonable efforts consistent with the Servicing
Standard to ensure that such second Appraisal is delivered within thirty (30) days from receipt of the Appraised-Out Holder’s
written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an MAI appraiser (provided
that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Appraised-Out Holder
is requesting the Special Servicer to obtain an additional Appraisal).


 


(ii) Upon receipt of
any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance with the Servicing
Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction Amount
is warranted, and if so warranted, the Special Servicer shall recalculate the Appraisal Reduction Amount based on such supplemental
Appraisal and any information received from the Master Servicer. If required by such recalculation, the Appraised-Out Holder shall
be reinstated as the Controlling Noteholder and, if applicable, shall have the Note B Principal Balance notionally restored to
the extent required by such recalculation of the Appraisal Reduction Amount. The Appraised-Out Holder requesting any supplemental
Appraisal pursuant to clause (i) above shall refrain from exercising any direction, control,


 






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consent
and/or similar rights of the Controlling Noteholder until such time, if any, as the Appraised-Out Holder is reinstated as the
Controlling Noteholder (such period beginning upon receipt by the Special Servicer of any request to obtain a supplemental Appraisal
pursuant to clause (i) above to but excluding the date on which either (A) the Special Servicer determines that no recalculation
of the Appraisal Reduction Amount is warranted or (B) the Special Servicer recalculates the Appraisal Reduction Amount based on
the supplemental Appraisal, the “Appraisal Review Period”). The rights of the Controlling Noteholder during
each Appraisal Review Period shall be exercised by the Note A-1 Holder.


 


(i)           The
Note B Holder shall be entitled to avoid a Control Appraisal Period caused by application of an Appraisal Reduction Amount upon
satisfaction of the following (which must be completed within thirty (30) days of the receipt of a third party Appraisal that indicates
such Control Appraisal Period has occurred): (i) the Note B Holder shall have delivered as a supplement to the appraised value
of the Mortgaged Property, in the amount specified in clause (ii) below, to the Servicer, together with documentation acceptable
to the Servicer in accordance with the Servicing Standard to create and perfect a first priority security interest in favor of
the Note A-1 Holder in such collateral (a) cash collateral for the benefit of the Senior Notes, and acceptable to, the Servicer
or (b) an unconditional and irrevocable standby letter of credit with the Note A-1 Holder as the beneficiary, issued by a bank
or other financial institutions the long term unsecured debt obligations of which are at all times rated at least “AA”
by S&P, “A” by Fitch and “Aa2” by Moody’s or the short term obligations of which are rated at
least “A-1+” by S&P, “F-1” by Fitch and “P-1” by Moody’s (either (a) or (b),
the “Threshold Event Collateral”), and (ii) the Threshold Event Collateral shall be in an amount which, when
added to the appraised value of the Mortgaged Property as determined pursuant to the Servicing Agreement, would cause the applicable
Control Appraisal Period not to occur. If the requirements of this paragraph are satisfied by the Note B Holder (a “Threshold
Event Cure”), no Control Appraisal Period caused by application of an Appraisal Reduction Amount shall be deemed to have
occurred. If a letter of credit is furnished as Threshold Event Collateral, the Note B Holder shall be required to renew such letter
of credit not later than thirty (30) days prior to expiration thereof or to replace such letter of credit with a substitute letter
of credit or other Threshold Event Collateral with an expiration date that is greater than forty-five (45) days from the date of
substitution; provided, however, that, if a letter of credit is not renewed prior to thirty (30) days prior to the
expiration date of such letter of credit, the letter of credit shall provide that the Servicer may (and at the direction of the
Note B Holder, shall) draw upon such letter of credit and hold the proceeds thereof as Threshold Event Collateral. If a letter
of credit is furnished as Threshold Event Collateral, the Note B Holder shall be required to replace such letter of credit with
other Threshold Event Collateral within thirty (30) days if the credit ratings of the issuing entity are downgraded below the required
ratings; provided, however, that, if such Threshold Event Collateral is not so replaced, the Servicer shall draw
upon such letter of credit and hold the proceeds thereof as Threshold Event Collateral. The Threshold Event Cure shall continue
until (i) the appraised value of the Mortgaged Property plus the value of the Threshold Event Collateral would not be sufficient
to prevent a Control Appraisal Period from occurring; or (ii) final liquidation of the Mortgage Loan or REO Property. If the appraised
value of the Mortgaged Property, upon any redetermination thereof, is sufficient to avoid the occurrence of a Control Appraisal
Period without taking into consideration any, or some portion of, Threshold Event Collateral previously delivered by the Note B
Holder, any or such portion of Threshold Event Collateral held by the Servicer shall promptly be returned to the Note B Holder
(at its sole


 






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expense).
Upon final liquidation or repayment of the Mortgage Loan or REO Property with respect to the Mortgage Loan, such Threshold Event
Collateral shall be available to reimburse each Noteholder for any realized loss pursuant to the priorities provided in Section
3 or 4, as applicable, with respect to the Mortgage Loan after application of the net proceeds of liquidation, not in excess of
the Note A-1 Principal Balance, Note A-2 Principal Balance and the Note B Principal Balance, as the case may be, plus accrued
and unpaid interest thereon at the applicable interest rate and all other Additional Servicing Expenses reimbursable under this
Agreement and under the Servicing Agreement and any Threshold Event Collateral remaining after such reimbursement and payments
shall be returned to the Note B Holder. The entire amount of Threshold Event Collateral, without a haircut or other reduction,
shall be considered in determining the sufficiency of such Threshold Event Collateral to avoid a Control Appraisal Period.


 


(j)            The
Servicer or Special Servicer shall obtain appraisals that meet the requirements of, and at the times required pursuant to, the
terms of the Servicing Agreement.


 


(k)           If
the Mortgaged Property becomes an REO Property, the same shall be acquired, managed and operated in the manner provided in the
Servicing Agreement.


 


(l)            Prior
to a Control Appraisal Period, the Note A-1 Holder shall not be permitted to transfer all or any portion of Note B without the
prior consent of the Note B Holder. If a Control Appraisal Period has occurred and is continuing, and if the Mortgage Loan is a
Defaulted Mortgage Loan, the Note A-1 Holder (or the Special Servicer acting on its behalf) shall have the right to sell Note B
together with the Senior Notes, without the Note B Holder’s consent, subject to satisfaction of the following conditions:


 


(A)           the
Special Servicer has delivered to the Note B 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 material amendments to such bid packages) received by the Special Servicer in connection with any such proposed
sale, (c) at least ten (10) days prior to the proposed sale date, a copy of the most recent Appraisal for the Mortgage Loan, and
any documents in the servicing file reasonably requested by the Note B Holder that are material to the sale price of the Mortgage
Loan 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 Controlling Class Representative (as such term is defined in the Servicing Agreement)) 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 any Servicer
in connection with the proposed sale;


 


(B)           all
offers are to be submitted to the Trustee in writing;


 


(C)           whether
any cash offer constitutes a fair price for the Notes shall be determined by the Trustee; provided, that no offer from an Interested


 






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Person (as defined in the Servicing Agreement) shall constitute a fair price unless (a) it is the highest offer received and (b)
at least two bona fide other offers are received from independent third parties;


 


(D)           in
determining whether any offer received represents a fair price for the Notes, the Trustee shall be supplied with and shall rely
on the most recent Appraisal or updated Appraisal conducted in accordance with the Servicing Agreement within the preceding nine
(9) month period or, in the absence of any such Appraisal, on a new Appraisal;


 


(E)           the
Trustee may conclusively rely on the opinion of an Independent Appraiser (as defined in the Servicing Agreement) or other Independent
(as defined in the Servicing Agreement) expert in real estate matters retained by the Trustee at the expense of the Noteholders
in connection with making such determination; and


 


(F)           the
Note B Holder shall be permitted to submit an offer at any sale of the Mortgage Loan unless such Person is the Mortgage Loan Borrower
or a Mortgage Loan Borrower Related Party.


 


The Note B Holder hereby
appoints the Note A-1 Holder (or the Servicer acting on its behalf) as its agent, and grants to the Note A-1 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 Note B. The Note B Holder further agrees that, upon the request of the Note A Holder, it shall execute and deliver
to or at the direction of the Note A-1 Holder (or the Servicer acting on its behalf) such powers of attorney or other instruments
as the Note A-1 Holder may reasonably request to better assure and evidence the foregoing appointment and grant, in each case promptly
following request, and shall deliver originals of the Note B Holder, endorsed in blank, to or at the direction of the Note A-1
Holder (or the Servicer acting on its behalf) in connection with the consummation of any such sale.


 


The authority of the
Note A-1 Holder to sell Note B and the obligations of the Note B Holder to execute and deliver instruments or deliver Note B, upon
request of the Note A-1 Holder, shall terminate and cease to be of any further force or effect upon the date, if any, upon which
the Securitization is terminated in accordance with its terms.


 


In addition, if, upon
the Mortgage Loan becoming a Defaulted Mortgage Loan, the Note A-1 Holder (or the Special Servicer acting on its behalf) determines
to sell the Defaulted Mortgage Loan (or Note A-1), it will be required to sell Note A-1 and Note A-2 together. Any such sale of
the entire Defaulted Mortgage Loan shall require the written consent of the Non-Controlling Senior Noteholder (provided
that such consent is not required if the Non-Controlling Senior Noteholder is the Mortgage Loan Borrower or a Mortgage Loan Borrower
Related Party) unless the Special Servicer has delivered to the Non-Controlling Senior Noteholder: (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 material amendments to such bid packages) received by the Special
Servicer in connection with any such proposed sale, (c) at least ten (10)


 






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days
prior to the proposed sale date, a copy of the most recent Appraisal for the Mortgage Loan, and any documents in the servicing
file reasonably requested by the Non-Controlling Senior Noteholder that are material to the sale price of the Mortgage Loan 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 Subordinate
Class Representative (as such term is defined in the Servicing Agreement)) 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 any Servicer in connection
with the proposed sale. A Non-Controlling Senior Noteholder may waive any of the delivery or timing requirements set forth in
this paragraph as to itself. Subject to the foregoing, each of the Non-Controlling Senior Noteholder shall be permitted to submit
an offer at any sale of the Mortgage Loan unless such Person is the Mortgage Loan Borrower or an agent or Affiliate of the Mortgage
Loan Borrower.


 


(m)           The
Servicing Agreement shall provide that during the continuation of a Control Appraisal Period, the Note A-1 Holder (or the 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 controlling class representative pursuant to the 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-Controlling Senior Noteholder
(or its controlling class representative), within the same time frame it is required to provide to the controlling class representative
(for this purpose, without regard to whether such items are actually required to be provided to the controlling class representative
in the Note A-1 Securitization under the Servicing Agreement due to the occurrence of a Control Termination Event (as defined in
the Servicing Agreement) or a Consultation Termination Event (as defined in the Servicing Agreement)); and (ii) to consult with
each Non-Controlling Senior Noteholder (or its controlling class representative) on a strictly non-binding basis, to the extent
having received such notices, information and reports, such Non-Controlling Senior Noteholder (or its controlling class 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 Senior
Noteholder (or its controlling class representative); provided that after the expiration of a period of ten (10) Business Days
from the delivery to the Non-Controlling Senior Noteholder (or its controlling class representative) by the Note A-1 Holder of
written notice of a proposed action, together with copies of the notice, information and report required to be provided to the
controlling class representative, the Note A-1 Holder (or the Servicer acting on its behalf) shall no longer be obligated to consult
with the Non-Controlling Senior Noteholder (or its controlling class representative), whether or not the Non-Controlling Senior
Noteholder (or its controlling class representative) have responded within such ten (10) Business Day period (unless, the Note
A-1 Holder (or the Servicer acting on its behalf) proposes a new course of action that is materially different from the action
previously proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from the date of such proposal
and delivery of all information relating thereto). Notwithstanding the consultation rights of the Non-Controlling Senior Noteholder
(or its controlling class representative) set forth in the immediately preceding sentence, the Note A-1 Holder (or Servicer acting
on its behalf) may make any Major Decision or take any action set forth in the Asset Status Report before the expiration of the
aforementioned ten (10) Business Day period if the Note A-1 Holder (or Servicer acting on its behalf) determines that immediate
action with respect thereto is necessary to protect the interests of the Noteholders.


 






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In
no event shall the Note A-1 Holder (or Servicer acting on its behalf) be obligated at any time to follow or take any alternative
actions recommended by a Non-Controlling Senior Noteholder (or its controlling class representative). In addition to the consultation
rights of the Non-Controlling Senior Noteholder (or its controlling class representatives), during the continuation of a Control
Appraisal Period the Non-Controlling Senior Noteholder shall have the right to attend annual meetings (either telephonically or
in person, in the discretion of the Servicer) with the Note A-1 Holder (or the Servicer acting on its behalf) at the offices of
the Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Servicer, as applicable, in which
servicing issues related to the Mortgage Loan are discussed.


 


Section 6.          Appointment
of the Controlling Noteholder Representative.


 


(a)           The
Controlling Noteholder shall have the right at any time to appoint a representative (the “Controlling Noteholder Representative”)
to exercise its rights hereunder. The Controlling Noteholder shall have the right in its sole discretion at any time and from time
to time to remove and replace the Controlling Noteholder Representative. When exercising its various rights under Section 5 and
elsewhere in this Agreement, the Controlling Noteholder may, at its option, in each case, act through the Controlling Noteholder
Representative. The Controlling Noteholder 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 Noteholder, any officer or employee
of the Controlling Noteholder, any Affiliate of the Controlling Noteholder or any other unrelated third party. No such Controlling
Noteholder Representative shall owe any fiduciary duty or other duty to any other Person (other than the Controlling Noteholder).
All actions that are permitted to be taken by the Controlling Noteholder under this Agreement may be taken by the Controlling Noteholder
Representative acting on behalf of the Controlling Noteholder and the Note A-1 Holder will accept such actions of the Controlling
Noteholder Representative as actions of the Controlling Noteholder. The Note A-1 Holder (or any Servicer on its behalf) shall not
be required to recognize any Person as an Controlling Noteholder Representative until the Controlling Noteholder has notified the
Note A-1 Holder (and any Servicer) of such appointment and, if the Controlling Noteholder Representative is not the same Person
as the Controlling Noteholder, the Controlling Noteholder Representative provides the Note A-1 Holder (and any Servicer) with written
confirmation of its acceptance of such appointment, an address (including e-mail) 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 (including e-mail) and telecopy numbers). The Note A-1 Holder shall promptly deliver such information
to any Servicer.


 


(b)           Neither
the Controlling Noteholder Representative nor the Controlling Noteholder will have any liability to the Note A-1 Holder, the Note
A-2 Holder or any other Person for any action taken, or for refraining from the taking of any action pursuant to this Agreement
or the 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 Senior Noteholders and the Note B Holder agree that the Controlling Noteholder Representative
and any Controlling Noteholder (whether acting in place of the Controlling Noteholder Representative when no Controlling Noteholder
Representative shall have been appointed hereunder or otherwise exercising any right, power or privilege granted to such Controlling


 






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Noteholder
hereunder) may take or refrain from taking actions that favor the interests of one Noteholder over other Noteholders, and that
the Controlling Noteholder Representative may have special relationships and interests that conflict with the interests of a Noteholder
and, absent willful misfeasance, bad faith or gross negligence on the part of the Controlling Noteholder Representative or such
Controlling Noteholder, as the case may be, agree to take no action against the Controlling Noteholder Representative, such Controlling
Noteholder 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 Noteholder Representative nor such Controlling Noteholder 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 solely in the interests of any Senior Noteholder
or the Note B Holder, as applicable.


 


(c)           If
the Note A-1 Holder is the Controlling Noteholder, the Note B Holder acknowledges and agrees all of the aforementioned rights and
obligations of the Controlling Noteholder and the Controlling Noteholder Representative set forth in Section 5(f) and this Section
6 shall be exercisable by the Note A-1 Holder (or the applicable Person specified in the Servicing Agreement) to the extent set
forth in the Servicing Agreement.


 


Section 7.         Special
Servicer. Subject to the terms of the Servicing Agreement, the Controlling Noteholder (or its Controlling Noteholder Representative),
at its expense (including, without limitation, the reasonable costs and expenses of counsel to any third parties and costs and
expenses of the terminated Special Servicer), shall have the right to appoint a replacement Special Servicer under the Servicing
Agreement, with or without cause, upon at least ten (10) Business Days’ prior notice to the Special Servicer (provided,
however, that the Controlling Noteholder (or its Controlling Noteholder Representative) shall not be liable for any termination
or similar fee in connection with the removal of the Special Servicer in accordance with this Section 7); any such termination
not to be effective unless and until (A) each Rating Agency delivers Rating Agency Confirmation with respect to the identity of
any such replacement Special Servicer (to the extent the Mortgage Loan has been transferred in connection with a Securitization);
(B) the initial or successor Special Servicer has assumed in writing (from and after the date such successor Special Servicer
becomes the Special Servicer) all of the responsibilities, duties and liabilities of the Special Servicer under the Servicing
Agreement from and after the date it becomes the Special Servicer as they relate to such Mortgage Loan pursuant to an assumption
agreement reasonably satisfactory to the Trustee; and (C) the Trustee shall have received an opinion of counsel reasonably satisfactory
to the Trustee to the effect that (x) such replacement will be bound by the terms of the Servicing Agreement with respect to such
Mortgage Loan and (y) subject to customary qualifications and exceptions, the applicable servicing agreement will be enforceable
against such replacement in accordance with its terms. The Controlling Noteholder shall promptly provide copies to any terminated
Special Servicer of the documents referred to in the preceding sentence.


 


Notwithstanding the foregoing,
after the Note A-1 Securitization Date, if the “retaining sponsor” in the Note A-1 Securitization has sold an “eligible
horizontal interest” to a “third party purchaser” in accordance with Section _.7 of the Credit Risk Retention
Rule, each Noteholder agrees that the Special Servicer may be replaced upon (a) the recommendation of the Operating Advisor appointed
under the Securitization Servicing Agreement if the Operating


 






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Advisor
determines, in its sole discretion exercised in good faith, that (1) the Special Servicer has failed to comply with the Servicing
Standard and (2) a replacement of the Special Servicer would be in the best interest of the holders of the certificates, and (b)
the subsequent affirmative vote of “ABS interests” (as defined in Section _.2 of the Credit Risk Retention Rule).
However, the Controlling Noteholder shall retain its right to subsequently remove and replace the Special Servicer, but the Note
A-1 Holder shall not restore a Special Servicer that has been replaced pursuant to the preceding sentence.


 


Section 8.          Payment
Procedure.


 


(a)           The
Note A-1 Holder (or the Servicer on its behalf), in accordance with the priorities set forth in Section 3 or 4, as applicable,
and subject to the terms of the Servicing Agreement, will deposit or cause to be deposited all payments allocable to the Notes
to the Collection Account for the Notes established pursuant to the Servicing Agreement. The Note A-1 Holder (or the Servicer on
its behalf) shall establish a segregated sub-account for amounts due to the Senior Noteholders and the Note B Holder. The Note
A-1 Holder (or the Servicer acting on its behalf) shall deposit such amounts to the applicable account within two (2) Business
Days of receipt of properly identified payments and collections by the Note A-1 Holder (or the Servicer acting on its behalf) from
or on behalf of the Mortgage Loan Borrower.


 


(b)           If
the Note A-1 Holder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any time that any
amount received or collected in respect of a Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference
or similar law, be returned to the Mortgage Loan Borrower or paid to the related Noteholder or any Servicer or paid to any other
Person, then, notwithstanding any other provision of this Agreement, the Note A-1 Holder (or the Servicer on its behalf) shall
not be required to distribute any portion thereof to such Noteholder, and such Noteholder will promptly on demand by the Note A-1
Holder (or the Servicer on its behalf) repay to the Note A-1 Holder (or the Servicer on its behalf) any portion thereof that the
Note A-1 Holder (or the Servicer on its behalf) shall have theretofore distributed to such Noteholder together with interest thereon
at such rate, if any, as the Note A-1 Holder shall have been required to pay to any Mortgage Loan Borrower, the Note A-2 Holder,
Master Servicer, Special Servicer or such other Person with respect thereto.


 


(c)           If,
for any reason, the Note A-1 Holder (or the Servicer on its behalf) makes any payment to the Note A-2 Holder or the Note B Holder
before the Note A-1 Holder (or the Servicer on its behalf) has received the corresponding payment (it being understood that the
Note A-1 Holder (or the Servicer on its behalf) is under no obligation to do so), and the Note A-1 Holder (or the Servicer on its
behalf) does not receive the corresponding payment within three (3) Business Days of its payment to the Note A-2 Holder or the
Note B Holder, the Note A-2 Holder and the Note B Holder, as applicable will, at the Note A-1 Holder’s (or the Servicer’s
on its behalf) request, promptly return that payment to the Note A-1 Holder (or the Servicer on its behalf).


 


(d)           Each
Noteholder 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 will promptly remit such excess to the Note A-1 Holder (or the Servicer on its


 






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behalf)
subject to this Agreement and the Servicing Agreement. The Note A-1 Holder (or the Servicer on its behalf) shall have the right
to offset any amounts due hereunder from a Noteholder with respect to the Mortgage Loan against any future payments due to such
Noteholder under the Mortgage Loan, provided, that each Noteholder’s obligations under this Section 8 are separate
and distinct obligations from one another and in no event shall the Note A-1 Holder (or the Servicer on its behalf) enforce the
obligations of one Noteholder against another Noteholder. Each Noteholder’s obligations under this Section 8 constitute
absolute, unconditional and continuing obligations.


 


Section 9.          Limitation
on Liability of the Noteholders. The Senior Noteholders (including any Servicer, except as otherwise provided in the Servicing
Agreement) shall have no liability to the Note B Holder with respect to Note B except with respect to losses actually suffered
due to the gross negligence, willful misconduct or breach of this Agreement on the part of a Senior Noteholder. The Note B Holder
shall have no liability to the Senior Noteholders with respect to any Senior Note except with respect to losses actually suffered
by such Senior Noteholder due to the gross negligence, willful misconduct or breach of this Agreement on the part of the Note
B Holder.


 


The Note B Holder acknowledges
that, subject to the terms and conditions hereof and the obligation of the Senior Noteholders (including any Servicer) to comply
with, and except as otherwise required by, the Servicing Standard, the Senior Noteholders (including any Servicer) may exercise,
or omit to exercise, any rights that the Senior Noteholders may have under this Agreement and the Servicing Agreement in a manner
that may be adverse to the interests of the Note B Holder and that the Senior Noteholders (including any Servicer) shall have no
liability whatsoever to the Note B Holder in connection with the Senior Noteholders’ exercise of rights or any omission by
the Senior Noteholders to exercise such rights other than as described above; provided, however, that the Servicer
must act in accordance with the Servicing Standard, this Agreement and the Servicing Agreement and the Senior Noteholders shall
not be protected against any liability to the Note B Holder that would otherwise be imposed by reason of willful misfeasance, bad
faith or negligence.


 


Each of the Senior Noteholders
acknowledges that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights
that the Note B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests
of the Senior Noteholders and that the Note B Holder shall have no liability whatsoever to the Senior Noteholders in connection
with the Note B Holder’s exercise of rights or any omission by the Note B Holder to exercise such rights; provided,
however, that the Note B Holder shall not be protected against any liability to the Senior Noteholders that would otherwise
be imposed by reason of willful misfeasance, bad faith or gross negligence.


 


Section 10.          Bankruptcy.
Subject to the provisions of Section 5(f) hereof, the Note A-2 Holder and the Note B Holder hereby covenant and agree that only
the Note A-1 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


 






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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.
Subject to the provisions of Section 5(f) hereof, the Note A-2 Holder and the Note B Holder further agree that only the Note A-1
Holder, as a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice
or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any
other Insolvency Proceeding. The Note A-2 Holder and the Note B Holder hereby appoint the Note A-1 Holder as their agent, and
grants to the Note A-1 Holder an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising
any and all rights and taking any and all actions available to the Note A-2 Holder and the Note B 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. Each of the Note A-2 Holder and the Note B Holder in their capacity as such, hereby agrees
that, upon the request of the Note A-1 Holder, each of the Note A-2 Holder and the Note B Holder shall execute, acknowledge and
deliver to the Note A-1 Holder all and every such further deeds, conveyances and instruments as the Note A-1 Holder may reasonably
request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection
with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard and this Agreement.


 


Section 11.          Cure
Rights of the Note B Holder.


 


(a)           Subject
to Section 11(b) below, in the event that the Mortgage Loan Borrower fails to make any payment of principal or interest on the
Mortgage Loan by the end of the applicable grace period for such payment permitted under the applicable Mortgage Loan Documents
(a “Monetary Default”), the Note A-1 Holder shall promptly provide notice to the Note B Holder and the Controlling
Noteholder Representative of such default (the “Monetary Default Notice”). The Note B Holder shall have the
right, but not the obligation, to cure such Monetary Default within ten (10) Business Days after receiving the Monetary Default
Notice (the “Cure Period”). At the time a payment is made to cure a Monetary Default, the Note B Holder shall
pay or reimburse the Senior Noteholders for all unreimbursed Advances (whether or not recoverable), Advance Interest Amounts, any
unpaid fees to any Servicer and any Additional Servicing Expenses. The Note B Holder shall not be required, in order to effect
a cure hereunder, to pay any default interest or late charges under the Mortgage Loan Documents. So long as a Monetary Default
exists for which a cure payment permitted hereunder is made, such Monetary Default shall not be treated as an Event of Default
by the Senior Noteholders (including for purposes of (i) the definition of “Sequential Pay Event,” (ii) accelerating
the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure
or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property,
or (iii) treating the Mortgage Loan as a Specially Serviced Mortgage Loan); provided that such limitation shall not prevent
the Note A-1 Holder from collecting default interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by a
Noteholder on behalf of the Mortgage Loan Borrower to effect any cure shall be reimbursable to such Noteholder under Section 3
or Section 4, as applicable.


 






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(b)           Notwithstanding
anything to the contrary contained in Section 11(a), the Note B Holder shall be limited to six (6) cures of Monetary Defaults in
any 12 month period, but in no event more than twelve (12) cures of Monetary Defaults over the term of the Mortgage Loan, and six
(6) cures of Non-Monetary Defaults over the term of the Mortgage Loan, it being understood that a Non-Monetary Default Cure Period
that may extend longer than one month in accordance with Section 11(d) shall be considered to be a single cure. Additional Cure
Periods shall only be permitted with the consent of the Note A-1 Holder.


 


(c)           No
action taken by the Note B Holder in accordance with this Agreement shall excuse performance by the Mortgage Loan Borrower of its
obligations under the Mortgage Loan Documents and Senior Noteholders’ rights under the Mortgage Loan Documents shall not
be waived or prejudiced by virtue of the Note B Holder’s actions under this Agreement. Subject to the terms of this Agreement,
the Note B Holder shall be subrogated to the Senior Noteholders’ rights to any payment owing to the Senior Noteholder for
which the Note B Holder makes a cure payment as permitted under this Section 11 but such subrogation rights may not be exercised
against the Mortgage Loan Borrower until 91 days after the Note is paid in full.


 


(d)           If
an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary
Default”), the Note A-1 Holder (or the Servicer on its behalf) shall promptly provide notice to the Note B Holder and
the Controlling Noteholder Representative of such failure (the “Non-Monetary Default Notice”) and the Note B
Holder shall have the right, but not the obligation, to cure such Non-Monetary Default within ten (10) days from the later of (i)
the expiration of the cure period of the Mortgage Loan Borrower under the Mortgage Loan Documents and (ii) receipt of the Non-Monetary
Default Notice; provided, however, if such Non-Monetary Default is susceptible of cure but cannot reasonably be cured
within such period and if curative action was promptly commenced and is being diligently pursued by the Note B Holder, the Note
B Holder shall be given an additional period of time as is reasonably necessary to enable the Note B Holder in the exercise of
due diligence to cure such Non-Monetary Default for so long as (i) the Note B Holder diligently and expeditiously proceeds to cure
such Non-Monetary Default, (ii) the Note B Holder makes all cure payments that it is permitted to make in accordance with the terms
and provisions of Section 11(a) hereof, (iii) such additional period of time does not exceed sixty (60) days, (iv) such Non-Monetary
Default is not caused by an Insolvency Proceeding or during such period of time that the Note B Holder has to cure a Non-Monetary
Default in accordance with this Section 11(d) (the “Non-Monetary Default Cure Period”), an Insolvency Proceeding
does not occur and (v) during such Non-Monetary Default Cure Period, there is no material adverse effect on the Mortgage Loan Borrower
or the Mortgaged Property or the value of the Mortgage Loan as a result of such Non-Monetary Default or the attempted cure.


 


Section 12.          Purchase
of the Senior Notes by the Note B Holder. The Note B Holder shall have the right, by written notice to the Senior Noteholders
(a “Noteholder Purchase Notice”), delivered at any time an Event of Default under the Mortgage Loan has occurred
and is continuing, to purchase, in immediately available funds, both of the Senior Notes in whole but not in part at the applicable
Defaulted Mortgage Loan Purchase Price. Upon the delivery of the Noteholder Purchase Notice to the Senior Noteholders, the Senior
Noteholders shall sell (and the Note B Holder shall purchase) the Senior Notes (including, without limitation, any Notes therein)
at the applicable Defaulted Mortgage Loan Purchase Price, on a date (the “Defaulted


 






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Note
Purchase Date”) (i) not more than ten (10) Business Days after the written exercise by the Note B Holder to purchase
the Senior Notes or (ii) not more than thirty (30) days after the written exercise by the Note B Holder to purchase the Senior
Notes if the Note B Holder deposits 10% of the Defaulted Mortgage Loan Purchase Price with the Senior Noteholder within ten (10)
Business Days after the written exercise of the Note B Holder to purchase the Senior Notes. The Noteholder Purchase Notice shall
contain a statement that the Note B Holder’s failure to purchase the Senior Notes on a Defaulted Note Purchase Date will
result in the termination of such right. The Note B Holder agrees that the sale of the Senior Notes shall comply with all requirements
of the Servicing Agreement and that all costs and expenses related thereto shall be paid by the Note B Holder. The Defaulted Mortgage
Loan Purchase Price shall be calculated by the Note A-1 Holder (or the Servicer on its behalf) three (3) Business Days prior to
the Defaulted Note Purchase Date (and such calculation shall be accompanied by a listing of all amounts included in the Defaulted
Mortgage Loan Purchase Price, and shall, absent manifest error, be binding upon the Note B Holder. Concurrently with the payment
to the Senior Noteholders in immediately available funds of its respective portion of the applicable Defaulted Mortgage Loan Purchase
Price, the Senior Noteholders shall execute at the sole cost and expense of the Note B Holder in favor of the Note B Holder assignment
documentation that will assign the Senior Notes and the Mortgage Loan Documents without recourse, representations or warranties
(except each of the Senior Noteholders will represent and warrant that it had good and marketable title to, was the sole owner
and holder of, and had power and authority to deliver the Mortgage Loan or Note, as applicable, free and clear of all liens and
encumbrances). The right of the Note B Holder to purchase the Senior Notes shall automatically terminate upon a foreclosure sale,
sale by power of sale or acceptance of a deed in lieu of foreclosure with respect to the Mortgaged Property (and the Note A-1
Holder shall give the Note B Holder fifteen (15) days’ notice of its intent with respect to any such action). Notwithstanding
the foregoing sentence, if title to the Mortgaged Property is transferred to the Note A-1 Holder (or a designee on its behalf)
less than fifteen (15) days after the acceleration of the Mortgage Loan, the Note A-1 Holder shall notify the Note B Holder of
such transfer and the Note B Holder shall have a fifteen (15) day period from the date of such notice from the Note A-1 Holder
to deliver the Noteholder Purchase Notice to the Senior Noteholders, in which case the Note B Holder will be obligated to purchase
the Mortgaged Property, in immediately available funds, within such fifteen (15) day period at the applicable Defaulted Mortgage
Loan Purchase Price.


 


Section 13.          Representations
of the Note B Holder. The Note B Holder represents, and it is specifically understood and agreed, that it is acquiring Note
B for its own account in the ordinary course of its business and the Senior Noteholders shall otherwise have no liability or responsibility
to the Note B Holder except as expressly provided herein or for actions that are taken or omitted to be taken by any Senior Noteholder
that constitute gross negligence or willful misconduct or that constitute a breach of this Agreement. The Note B 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 its charter or memorandum or articles of association (as applicable)
or any law or contractual restriction binding upon the Note B Holder, and that this Agreement is the legal, valid and binding
obligation of the Note B Holder enforceable against the Note B 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


 






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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. The Note B Holder represents and warrants that it is duly organized,
validly existing, in good standing and possesses of all licenses and authorizations necessary to carry on its business. The Note
B Holder represents and warrants that (a) this Agreement has been duly executed and delivered by the Note B Holder, (b) to the
Note B 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 the Note B Holder have been
obtained or made, (c) to the Note B Holder’s actual knowledge, there is no pending action, suit or proceeding, arbitration
or governmental investigation against the Note B Holder, an adverse outcome of which would materially and adversely affect its
performance under this Agreement and (d) the acquisition and holding of Note B will not result in a non-exempt violation of any
applicable federal, state or local law that is materially similar to Section 406 of ERISA or Section 4975 of the Code.


 


The Note B Holder acknowledges
that the Senior Noteholders do not owe the Note B Holder any fiduciary duty with respect to any action taken under the Mortgage
Loan Documents and, except as provided herein, need not consult with the Note B Holder with respect to any action taken by any
Senior Noteholder in connection with the Mortgage Loan.


 


The Note B Holder expressly
and irrevocably waives for itself and any Person claiming through or under the Note B Holder any and all rights that it may have
under Section 1315 of the New York Real Property Actions and Proceedings Law or the provisions of any similar law which purports
to give a junior loan Noteholder the right to initiate any loan enforcement or foreclosure proceedings.


 


Section 14.          Representations
of the Senior Noteholders. Each of the Senior Noteholders represents and warrants that the execution, delivery and performance
of this Agreement is within its respective corporate powers, has been duly authorized by all necessary corporate action, and does
not contravene such Senior Noteholder’s charter or any law or contractual restriction binding upon such Senior Noteholder,
and that this Agreement is the legal, valid and binding obligation of such Senior Noteholder, enforceable against it in accordance
with its terms. Each of the Senior Noteholders represents and warrants that it is duly organized, validly existing, in good standing
and possession of all licenses and authorizations necessary to carry on its business. Each of the Senior Noteholders represents
and warrants that (a) this Agreement has been duly executed and delivered by such Senior Noteholder, (b) to such Senior Noteholder’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 Senior Noteholder have been obtained or
made and (c) to each of the Senior Noteholder’s actual knowledge, there is no pending action, suit or proceeding, arbitration
or governmental investigation against such Senior Noteholder, an adverse outcome of which would materially and adversely affect
its performance under this Agreement.


 


Section 15.          Independent
Analysis of the Note B Holder. The Note B Holder acknowledges that it has, independently and without reliance upon any Senior
Noteholder, except with respect to the representations and warranties provided by the Senior Noteholders herein, and based on
such documents and information as it has deemed appropriate, made its


 






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own
credit analysis and decision to purchase Note B and the Note B Holder accepts responsibility therefor. The Note B Holder hereby
acknowledges that, other than the representations and warranties provided herein, the Senior Noteholders have made no representations
or warranties with respect to the Mortgage Loan, subject to such representations and warranties as provided by the Senior Noteholders
herein, and that the Senior Noteholders shall have no responsibility for (i) the collectibility of the Mortgage Loan, (ii) the
validity, enforceability or legal effect of any of the Mortgage Loan Documents or the title insurance policy or policies or any
survey furnished or to be furnished to the Senior Noteholders in connection with the origination of the Mortgage Loan, (iii) the
validity, sufficiency or effectiveness of the lien created or to be created by the Mortgage Loan Documents, or (iv) the financial
condition of the Mortgage Loan Borrower. Each Noteholder assumes all risk of loss in connection with its Note except as specifically
set forth herein.


 


Section 16.          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 among any of the Noteholders as a partnership, association, joint
venture or other entity. The Senior Noteholders shall have no obligation whatsoever to offer to the Note B Holder the opportunity
to purchase a Note interest in any future loans originated by the any Senior Noteholder or its Affiliates and if any Senior Noteholder
chooses to offer to the Note B Holder the opportunity to purchase a Note interest in any future mortgage loans originated by such
Senior Noteholder or its Affiliates, such offer shall be at such purchase price and interest rate as such Senior Noteholder chooses,
in its sole and absolute discretion. The Note B Holder shall not have any obligation whatsoever to purchase from any Senior Noteholder
a Note interest in any future loans originated by such Senior Noteholder or its Affiliates.


 


Section 17.          Not
a Security. Note B shall not be deemed to be a security within the meaning of the Securities Act of 1933 or the Securities
Exchange Act of 1934.


 


Section 18.          Other
Business Activities of the Noteholders. Each Noteholder acknowledges that any Noteholder or its Affiliates may make loans
or otherwise extend credit to, and generally engage in any kind of business with, any Affiliate of the 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 19.          Sale
of the Senior Notes and Note B.


 


(a)           The
Note B Holder agrees that it will not Transfer all or any portion of Note B except that the Note B Holder shall have the right
to Transfer its respective Note, or any portion thereof, without the consent of the Senior Noteholders or any other Person (i)
to a Qualified Transferee, or (ii) to an entity that is not a Qualified Transferee, provided that:


 


(A) in the
case of both clauses (i) and (ii) such transfer would not cause Note B to be directly held by more than five (5) Persons, and


 






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(B) in the
case of clause (ii) the Note B Holder obtains (1) prior to a Securitization, the consent of the Note A-1 Holder, which shall not
be unreasonably withheld, delayed or conditioned and (2) after a Securitization, Rating Agency Confirmation (and for avoidance
of doubt, no consent of the Note A-1 Holder shall be required after a Securitization).


 


If Note B is held by
more than one Note B Holder at any time, the holders of a majority of the Note B Principal Balance shall immediately appoint a
representative to exercise all rights of Note B hereunder.


 


Notwithstanding the foregoing,
without the Senior Noteholders’ prior consent, which may be withheld in their sole discretion, the Note B Holder shall not
Transfer all or any portion of Note B 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 Note B Holder agrees it will pay the
reasonable documented expenses of the Senior Noteholders (including all expenses of the Master Servicer and the Special Servicer)
in connection with any such Transfer by the Note B Holder. The Note B Holder shall provide two (2) Business Days prior written
notice to each Rating Agency of any Transfer of Note B.


 


(b)           Notwithstanding
the foregoing, the Note B Holder shall have the right, without the need to obtain the consent of the Senior Noteholders or any
other Person, to Transfer 49% or less (in the aggregate) of its interest in Note B to any Person; provided that any such
Transfer shall be made in accordance with the other terms of this Section 19.


 


(c)           All
Transfers of Note B, other than transfer of a participation interest in Note B, under Sections 19(a) and (b) shall be made upon
written notice to the Senior Noteholder not later than the date of such Transfer, and each transferee shall (i) execute an assignment
and assumption agreement whereby such transferee represents that it is a Qualified Transferee (except in the case of a transfer
of less than 49% of Note B) or that the applicable consent and/or confirmation described in Section 19(a) has been obtained and
assumes all or a ratable portion, as the case may be, of the obligations of the Note B Holder hereunder with respect to Note B
from and after the date of such assignment (or, in the case, of a pledge, collateral assignment or other encumbrance made in accordance
with Section 19(g) by the Note B Holder of Note B solely as security for a loan to the Note B Holder made by a third-party lender
whereby the Note B Holder remains fully liable under this Agreement, on or before the date on which such lender succeeds to the
rights of the Note B Holder by foreclosure or otherwise, such third-party lender executes an agreement that such lender shall be
bound by the terms and provisions of this Agreement and the obligations of the Note B Holder hereunder) and (ii) agree in writing
to be bound by the Servicing Agreement.


 


(d)           Upon
the consummation of a Transfer of all or any portion of a Note in accordance with this Agreement, the transferring Person shall
be released from all liability arising under this Agreement with respect to such Note (or the portion thereof that was the subject
of such Transfer) for the period after the effective date of such Transfer (it being understood and agreed that the foregoing release
shall not apply in the case of a sale, assignment, transfer or other disposition of a participation interest in a Note as described
in clause (c) below). In connection with any such permitted transfer of a portion of any Note and for all purposes of


 






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this
Agreement, the other Noteholders need only recognize the majority holder of the respective Notes for purposes of notices, consents
and other communications between the parties and such majority holder of a Note shall be the only Person authorized hereunder
to exercise any rights of the respective Noteholder under this Agreement; provided, however, the majority holder
of a Note may from time to time designate any other Person as an additional party entitled to receive notices, consents and other
communications and/or to exercise rights on behalf of a holder of such Note hereunder by delivering written notice thereof to
the other Noteholders, and, from and after delivery of such notice, such designee shall be so authorized hereunder and shall be
the only party entitled to receive such notices, consents and such other communications and/or to exercise such rights.


 


(e)           In
the case of any sale, assignment, transfer or other disposition of a participation interest in a Note, (i) such Noteholder’s
obligations under this Agreement shall remain unchanged, (ii) such Noteholder shall remain solely responsible for the performance
of such obligations, (iii) the other Noteholders and any Persons acting on its behalf shall continue to deal solely and directly
with such Noteholder in connection with such Noteholder’s rights and obligations under this Agreement and the Servicing Agreement,
and (iv) all amounts payable hereunder shall be determined as if such Noteholder had not sold such participation interest; provided,
however, that if the applicable participant is a Qualified Transferee (and delivers to the other Noteholders a certification
from an authorized officer confirming its status as a Qualified Transferee), such Noteholder, by written notice to the other Noteholders,
may delegate to such participant such Noteholder’s right to exercise the rights of the Controlling Noteholder hereunder and
under the Servicing Agreement; provided, further, however, that upon the occurrence of a Control Appraisal
Period with respect to Note B, the aforesaid delegation of rights shall terminate and be of no further force and effect.


 


(f)           Each
of the Senior Noteholders shall have the right to Transfer all or any portion of its Senior Note without the prior consent of any
Noteholder except that, no Senior Noteholder may Transfer all or any portion of its Senior Note to the Mortgage Loan Borrower or
a Mortgage Loan Borrower Related Party and any such Transfer to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related
Party shall be absolutely null and void and shall vest no rights in the purported transferee.


 


(g)           Notwithstanding
anything to the contrary contained herein, any Noteholder may pledge or transfer (a “Pledge”) its Note to any
entity (other than the Mortgage Loan Borrower or any Affiliate thereof) that has either extended a credit or repurchase facility
to, or is involved in the facilitation of a securities issuance program for, such Noteholder and that, in each case, is either
a Qualified Transferee or a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent)
or better by each Rating Agency (a “Note Pledgee”), or, after Securitization, to a Person with respect to which
a Rating Agency Confirmation has been obtained, on terms and conditions set forth in this Section 19(g), it being further agreed
that a financing provided by a Note Pledgee to a Noteholder or any Affiliate that Controls such Noteholder that is secured by such
Noteholder’s interest in its respective Note and is structured as a repurchase arrangement, shall qualify as a “Pledge”
hereunder, provided that a Note Pledgee that is not a Qualified Transferee may not take title to the pledged Note without
(a) prior to Securitization, the consent of each other Noteholder and (b) after Securitization, Rating Agency Confirmation. Upon
written notice, if any, by the pledging Noteholder to the other Noteholders


 






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and
the Servicer that a Pledge has been effected (including the name and address of the applicable Note Pledgee), each of the other
Noteholders agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give such Note Pledgee written notice of
any default by the pledging Noteholder in respect of its obligations under this Agreement of which default such Noteholder has
actual knowledge and which shall be given simultaneously with the giving of such notice to the pledging Noteholder; (ii) to allow
such Note Pledgee a period of ten (10) Business Days to cure a default by the pledging Noteholders in respect of its obligations
to the other Noteholders hereunder, but such Note Pledgee shall not be obligated to cure any such default; (iii) that no amendment,
modification, waiver or termination of this Agreement shall be effective against such Note Pledgee without the written consent
of such Note Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed
to be given if Note Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination
within 10 Business Days after request thereof; (iv) that such other Noteholder shall accept any cure by such Note Pledgee of any
default of the pledging Noteholder which such pledging Noteholder has the right to effect hereunder, as if such cure were made
by such pledging Noteholder; (v) that such other Noteholder or any Servicer 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 Noteholder; and (vi) that, upon written notice (a “Redirection Notice”) to the other Noteholders
and any Servicer by such Note Pledgee that the pledging Noteholder is in default, beyond any applicable cure periods with respect
to the pledging Noteholder’s obligations to such Note Pledgee pursuant to the applicable credit agreement or other agreement
relating to the Pledge between the pledging Noteholder and such Note Pledgee (which notice need not be joined in or confirmed
by the pledging Noteholder), and until such Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee (or
at any time that the pledging Noteholder otherwise directs that such payments be made to Note Pledgee pursuant to a separate notice)
shall be entitled to receive any payments that any Noteholder or Servicer would otherwise be obligated to pay to the pledging
Noteholder from time to time pursuant to this Agreement or any Servicing Agreement. Any pledging Noteholder hereby unconditionally
and absolutely releases the other Noteholders and any Servicer from any liability to the pledging Noteholder on account of any
Noteholder’s or Servicer’s compliance with any Redirection Notice believed by any Servicer or other Noteholder in
good faith to have been delivered by a Note Pledgee. Note Pledgee shall be permitted to exercise fully its rights and remedies
against the pledging Noteholder (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable
law, the pledge agreement, repurchase agreement or similar agreement between the pledging Noteholder and the Note Pledgee and
this Agreement. In such event, or if the pledging Noteholder otherwise assigns its interests to the Note Pledgee, the other Noteholder
and any Servicer shall recognize such Note Pledgee (and any transferee other than the Mortgage Loan Borrower or any Affiliate
thereof that is also a Qualified Transferee 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 Noteholder’s rights, remedies and obligations
under this Agreement, and any such Note Pledgee or Qualified Transferee shall assume in writing the obligations of the pledging
Noteholder 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 19(g) shall remain
effective as to any Noteholder (and any Servicer) unless and until such Note Pledgee shall have


 






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notified any such Noteholder (and
any Servicer, as applicable) in writing that its interest in the pledged Note has terminated.


 


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


 


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


 


(ii)           The
Conduit Credit Enhancer and conduit manager (if Moody’s rates the Securitization) will be a Qualified Transferee;


 


(iii)          Such
Noteholder will pledge (or sell, transfer or assign as part of a repurchase facility) its interest in the applicable Note to the
Conduit as collateral for the Conduit Inventory Loan;


 


(iv)          The
Conduit Credit Enhancer and the Conduit will agree that, if such Noteholder 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 Noteholder, the Conduit Credit
Enhancer will purchase the Conduit Inventory Loan from the Conduit, and the Conduit will assign the pledge of such Noteholder’s
Note to the Conduit Credit Enhancer; and


 


(v)           Unless
the Conduit is in fact then a Qualified Transferee, the Conduit will not, without obtaining the consent of each other Noteholder,
have any greater right to acquire the interests in the Note pledged by such Noteholder, by foreclosure or otherwise, than would
any other purchaser that is not a Qualified Transferee at a foreclosure sale conducted by a Note Pledgee.


 


Section 20.          Registration
of Transfer. In connection with any Transfer of a Note (but excluding any Note Pledgee unless and until it realizes on its
Pledge), except for transfer of a participation interest, a transferee shall execute an assignment and assumption agreement as
described in Section 19(c) whereby such transferee assumes all of the obligations of the applicable Noteholder hereunder with
respect to such Note thereafter accruing and agrees to be bound by the terms of this Agreement, including the restriction on Transfers
set forth in Section 19, from and after the date of such assignment. Notwithstanding the preceding sentence, a Trustee shall not
be required to execute an assignment and assumption agreement in connection with any Transfer of a Note if the obligations are
assumed pursuant to the Securitization Servicing Agreement. 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 19 and this Section 20. Any such purported transfer shall be absolutely null and void and shall vest no rights in the
purported transferee. Each Noteholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Agent and
any


 






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other
Noteholder against any liability that may result if the transfer is not made in accordance with the provisions of this Agreement.
Upon a Securitization of Note A-1, the Certificate Administrator shall automatically become and be the Agent.


 


Section 21.          Registration
of the Senior Notes and Note B. 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, the principal amount (and stated interest) of the Notes
owing to each Noteholder 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 Section 19(c), 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, except in the case of the Initial Note A-1 Holder, Initial Note A-2 Holder and the Initial Note B Holder who
may hold their Notes through a nominee. Upon request of a Noteholder, the Agent shall provide such party with the names and addresses
of the Noteholders. To the extent another party is appointed as Agent hereunder, the Senior Noteholders and the Note B Holder
hereby designate such person as its agent under this Section 21 solely for purposes of maintaining the Note Register.


 


Section 22.          Statement
of Intent. The Agent and each Noteholder intend that the Notes be classified and the arrangement hereby be maintained, in
a manner consistent with rules applicable to a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E 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 23.          No
Pledge. This Agreement shall not be deemed to represent a pledge of any interest in any Mortgage Loan by the Senior Noteholders
to the Note B Holder. Except as otherwise provided in this Agreement and the Servicing Agreement, the Note B Holder shall not
have any interest in any property taken as security for any Mortgage Loan, provided, however, that if any such property
or the proceeds of any sale, lease or other disposition thereof shall be received, then the Note B Holder shall be entitled to
receive its share of such application in accordance with the terms of this Agreement and/or the Servicing Agreement.


 


Section 24.          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 DUTIES 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. 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.


 






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Section 25.          Submission
To Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:


 


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


 


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


 


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


 


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


 


Section 26.          Modifications;
Amendment. This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by the
parties hereto (other than as set forth in Section 5(c)) and, after Securitization, any modification that materially affects the
rights of the Senior Noteholders shall be subject to Rating Agency Confirmation, except that no Rating Agency Confirmation shall
be required in connection with a modification to cure any ambiguity or to correct or supplement any provision herein that may
be defective or inconsistent with any other provisions herein or with the Servicing Agreement.


 


Section 27.          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 permitted assigns. Each of the Master Servicer, Special Servicer, and related Trustee is an
intended third-party beneficiary of this Agreement. Except as provided herein, 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 19, each Noteholder 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 assigning Noteholder, hereunder, including, without limitation, the right to make further assignments.


 






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Section 28.          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 29.          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 30.          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 31.          Entire
Agreement. This Agreement constitutes the entire agreement among 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 32.          Withholding
Taxes.


 


(a)           If
the Note A-1 Holder or the Mortgage Loan Borrower shall be required by law to deduct and withhold Taxes from interest, fees or
other amounts payable to the Note A-2 Holder or the Note B Holder with respect to the Mortgage Loan as a result of the Note A-2
Holder or the Note B Holder constituting a Non-Exempt Person, the Note A-1 Holder, in its capacity as servicer, shall be entitled
to do so with respect to the Note A-2 Holder or the Note B Holder’s interest in such payment (all withheld amounts being
deemed paid to the Note A-2 Holder or the Note B Holder), provided that the Note A-1 Holder shall furnish such Note A-2
Holder or Note B 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 A-2 Holder or Note B Holder to seek any allowable credits
or deductions for the Taxes so withheld in each jurisdiction in which the Note A-2 Holder or the Note B Holder is subject to tax.


 


(b)           The
Note A-2 Holder and the Note B Holder shall and hereby agrees to indemnify the Note A-1 Holder against and hold the Note A-1 Holder
harmless from and against any Taxes, interest, penalties and reasonable attorneys’ fees and disbursements arising or resulting
from any failure of the Note A-1 Holder (or the Servicer on its behalf) to withhold Taxes from payment made to the Note A-2 Holder
or the Note B Holder in reliance upon any representation, certificate, statement, document or instrument made or provided by the
Note A-2 Holder or the Note B Holder to the Note A-1 Holder in connection with the obligation of the Note A-1 Holder to withhold
Taxes from payments made to the Note A-2 Holder or the Note B Holder, it being expressly understood and agreed that the Note A-1
Holder shall be absolutely and unconditionally entitled to accept any such representation, certificate, statement, document


 






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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.


 


(c)           Contemporaneously
with the execution of this Agreement and from time to time as reasonably requested by the Note A-1 Holder or Servicer during the
term of this Agreement, the Note A-2 Holder or the Note B Holder shall deliver to the Note A-1 Holder or Servicer, as applicable,
evidence satisfactory to the Note A-1 Holder substantiating whether the Note A-2 Holder or the Note B Holder is a Non-Exempt Person
and whether the Note A-1 Holder is 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 the Note A-2 Holder or the Note B
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 Note A-1 Holder an Internal Revenue Service Form W-9 and (ii) if
the Note A-2 Holder or the Note B 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, the Note A-2 Holder or the Note B Holder,
as applicable, shall satisfy the requirements of the preceding sentence by furnishing to the Note A-1 Holder Internal Revenue Service
Form W-8ECI, Form W-8IMY (with appropriate attachments) or Form W-8BEN or Form W-8BEN-E, as applicable, or successor forms, as
may be required from time to time, duly executed by the Note A-2 Holder or the Note B Holder, as applicable. The Note A-1 Holder
shall not be obligated to make any payment hereunder to the Note A-2 Holder or the Note B Holder in respect of its Note or otherwise
until such Noteholder shall have furnished to the Note A-1 Holder the requested forms, certificates, statements or documents.


 


Section 33.          Custody
of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than Note A-2 and Note B) shall be
held by the Note A-1 Holder (or a custodian acting on behalf of the Note A-1 Holder) on behalf of the registered holders of the
Notes. Notwithstanding anything to the contrary in this Agreement, upon a Securitization of Note A-1, the originals of all of
the Mortgage Loan Documents (other than Note A-2 and Note B) shall be held by the custodian for the Note A-1 Securitization.


 


Section 34.          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.


 


All notices and reports
(including, without limitation, Asset Status Reports) required to be delivered hereunder by the Note A-1 Holder (or the Servicer
on its behalf) to the Controlling Noteholder (or its Controlling Noteholder Representative), or by the Controlling


 






    51 


     


    

 


Noteholder
(or its Controlling Noteholder Representative) to the Note A-1 Holder (or the Servicer on its behalf), shall also be delivered
by the applicable party to the Note B Holder.


 


Section 35.          Broker.
The Senior Noteholders and the Note B Holder represent to each other that no broker was responsible for bringing about this transaction.


 


Section 36.          Bail
In. Notwithstanding any other term of this Agreement, the parties hereto acknowledge that any liability of NNYB hereunder
may be subject to the exercise of any write-down and conversion powers (“Bail-in Powers”) by the relevant resolution
authority to which NNYB is subject as a credit institution and agrees to be bound by the effect of the exercise of such Bail-in
Powers.


 


Section 37.          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 20;


 


(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 of the Noteholders pursuant to the provisions of this Agreement, unless it has received indemnity reasonably
satisfactory to it;


 


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


 


(e)           The
Agent shall not be bound to make any investigation into the facts or matters stated in any officer’s certificate or assignment
and assumption agreement delivered to the Agent pursuant to Section 20; and


 


(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.


 


Section 38.          Termination
of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Note A-1 Holder. In the
event that the Agent is terminated pursuant to this Section 38, all of its rights and obligations under this Agreement shall be
terminated, other than any rights or obligations that accrued prior to the date of such termination.


 


The Agent may resign
at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this
Agreement and


 






    52 


     


    

 


perform
the duties of the Agent hereunder. NREC, as Initial Agent, may transfer its rights and obligations to the Servicer, as successor
Agent, at any time without the consent of any Noteholder. NREC, as Initial Agent, shall promptly and diligently attempt to cause
such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently
attempt to cause a similar servicer to act as successor Agent. The termination or resignation of such Servicer, as Servicer under
the Servicing Agreement, shall be deemed a termination or resignation of such Servicer as Agent under this Agreement. Notwithstanding
the to the contrary in this Agreement, upon a Securitization of Note A-1, the Certificate Administrator shall automatically become
and be the Agent.


 


Section 39.          Servicing
of the Loan. Pursuant to the Servicing Agreement, the Master Servicer (whose identity may change from time to time as provided
in the Servicing Agreement) will be appointed as the servicer of the Mortgage Loan and the Special Servicer (whose identity may
change from time to time as provided in the Servicing Agreement) will be appointed as the special servicer of the Mortgage Loan,
and the parties agree that the Master Servicer and Special Servicer will service the Mortgage Loan on behalf of each Noteholder
pursuant to the Servicing Agreement and subject to the terms hereof. The Senior Noteholders shall not enter into any amendment
to any Servicing Agreement that would materially and adversely affect the rights or interests of the Note B Holder without obtaining
the Note B Holder’s prior written consent which shall not be unreasonably withheld, conditioned or delayed. Conflict. To the extent of any inconsistency between the
Servicing Agreement, on one hand, and this Agreement (without regard to any references in this Agreement to the effect that a
given defined term shall have the meaning of such defined term or an analogous term in the Servicing Agreement), on the other,
this Agreement shall control.


 


Section 41.          Resizing.
Notwithstanding any other provision of this Agreement, for so long as NNYB or NREC or an Affiliate of NNYB or NREC (collectively,
an “Original Entity”) is the owner of any Note (the “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 and/or interest
of the Owned Note to such New Notes; or severing the Owned Note into one or more further “component” notes in the
aggregate principal amount equal to the then outstanding principal balance of the Owned Note provided that (i) the aggregate principal
balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of the Owned Note prior
to such amendments, (ii) immediately after giving effect to such amendment, the weighted average interest rate of the Notes will
be equal to the initial weighted average interest rate of the Notes immediately prior to such amendment, (iii) such reallocated
or component notes shall be automatically subject to the terms of this Agreement, and (iv) the Original Entity holding the New
Notes shall notify the Senior Noteholders, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee
in writing of such modified allocations and principal amounts. A New Note may be structured as a pari passu or senior/subordinate
note. If the Note A-1 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 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 holders of the other Notes. In connection with the foregoing


 






    53 


     


    

 


(provided
the conditions set forth in (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 Noteholders, as applicable, solely for the purpose of reflecting such reallocation of
principal and/or interest. If a New Note is created out of Note A-1, the Original Entity shall designate which Note will eligible
for “control” during a Control Appraisal Period and the holders of all other New Notes will be treated as “Non-Controlling
Senior Noteholders.


 


[SIGNATURE PAGE FOLLOWS]


 




    54 


     


    

 


IN WITNESS WHEREOF, each
of the Note A-1 Holder, the Note A-2 Holder and the Note B Holder has caused this Agreement to be duly executed as of the day and
year first above written.


 





	 	NATIXIS REAL ESTATE CAPITAL LLC,
as Initial Note A-1 Holder and Initial Agent
	 	 	 
	 	By:	/s/ Matthew Feast
	 	 	Name: Matthew Feast
	 	 	Title: Director
	 	 	 
	 	By:	/s/  Jonathan
    Rechner
	 	 	Name: Jonathan
    Rechner 
	 	 	Title: Executive Director
	 	 	 
	 	NATIXIS REAL ESTATE CAPITAL LLC,
    as Initial Note A-2 Holder
	 	 	 
	 	By:	/s/ Matthew Feast
	 	 	Name: Matthew Feast
	 	 	Title: Director
	 	 	 
	 	By:	/s/  Jonathan
    Rechner
	 	 	Name: Jonathan
    Rechner
	 	 	Title: Executive Director
	 	 	 
	 	NATIXIS, NEW YORK BRANCH,
    as Initial Note B Holder
	 	 	 
	 	By:	/s/ Matthew Feast
	 	 	Name: Matthew Feast
	 	 	Title: Director
	 	 	 
	 	By:	/s/  Jonathan
    Rechner
	 	 	Name: Jonathan
    Rechner
	 	 	Title: Executive Director







 


BROADWAY
GREYSTONE CO-LENDER AGREEMENT


 




     


     


    

 


EXHIBIT A



MORTGAGE LOAN SCHEDULE


 


A.           Description of
Mortgage Loan:


 


	Mortgage Loan:	Broadway Greystone
	Mortgage Loan Borrower:	Broadway Greystone LLC
	Date of the Mortgage Loan and the Mortgage:	July 30, 2018
	Initial Principal Amount of Mortgage Loan:	$95,000,000
	Location of Mortgaged Property:	212 West 91st Street, New York, New York
	Initial Maturity Date:	August 5, 2028


 


B.           Description of
Notes:


 


	Initial Note A-1 Principal Balance:	$42,000,000
	Initial Note A-2 Principal Balance:	$10,000,000
	Initial Note B Principal Balance:	$43,000,000
	Initial Note A-1 Percentage Interest:	44.21%
	Initial Note A-2 Percentage Interest:	10.53%
	Initial Note B Percentage Interest:	45.26%
	Senior Note Rate	4.23023077%
	Note B Rate:	4.736%
	Note Default Interest Spread	5.00%



 



    A-1 


     


    

 


EXHIBIT B


 


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



NATIXIS REAL ESTATE CAPITAL LLC



Notice Address:



Natixis Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Real Estate Administration

Facsimile: (212) 891-5777

Email: USCIBSAFAssetManagementTeam@natixis.com


 


with a copy to:



Natixis North America LLC

Office of the General Counsel

1251 Avenue of the Americas

New York, New York 10020


 


for legal notices, with a copy to:



legal.notices@natixis.com


 


Initial Note B Holder:



NATIXIS, NEW YORK BRANCH



Notice Address:



Natixis, New York Branch

1251 Avenue of the Americas

New York, New York 10020

Attention: Real Estate Administration

Facsimile: (212) 891-5777

Email: USCIBSAFAssetManagementTeam@natixis.com


 




    B-1 


     


    

 


with a copy to:



Natixis North America LLC

Office of the General Counsel

1251 Avenue of the Americas

New York, New York 10020


 


for legal notices, with a copy to:



legal.notices@natixis.com


 




    B-2 


     


    

 


EXHIBIT C



PERMITTED FUND MANAGERS


 


Westbrook Partners 


iStar Financial Inc. 


Capital Trust 


Archon Capital, L.P. 


Whitehall Street Real Estate Fund, L.P. 


The Blackstone Group 


Normandy Real Estate Partners 


Dune Real Estate Partners 


AllianceBernstein 


Rockwood 


RREEF Funds 


Hudson Advisors 


Artemis Real Estate Partners 


Apollo Real Estate Advisors 


Colony Capital, Inc. 


Praedium Group 


Fortress Investment Group, LLC 


Lonestar Opportunity Funds 


Clarion Partners 


Walton Street Capital, LLC 


Starwood Financial Trust 


BlackRock, Inc. 


Eightfold Real Estate Capital, L.P. 


Rialto Capital Management, LLC 


Rialto Capital Advisors, LLC 


Raith Capital Partners, LLC


 




    C-1 


     


    

 


SCHEDULE I


 


If Note A-2 is included
in a Securitization, it shall cause the Note A-2 PSA to contain provisions to the effect that:


 


(i)            the
applicable master servicer and trustee for such Securitization shall be required to notify the master servicer, special servicer
and trustee of each other Securitization of the amount of any P&I Advance it has made with respect to the Note included in
such Securitization within two Business Days of making such advance;


 


(ii)           if
the applicable master servicer, special servicer or trustee determines that a proposed P&I Advance, if made, or any outstanding
P&I Advance previously made, would be, or is, as applicable, a nonrecoverable advance, the master servicer shall provide the
other servicers written notice of such determination within 2 Business Days after such determination was made;


 


(iii)          in
the event the Note A-2 Holder is responsible for its proportionate share of any nonrecoverable advances (or any other portion of
a nonrecoverable advance) (and advance interest thereon) or other fee or expense, and funds received with respect to Note A-2 are
insufficient to cover such amounts, (x) the related master servicer will be required to pay the Master Servicer, Special Servicer
or Trustee, as applicable, out of general funds in the collection account (or equivalent account) established under the Servicing
Agreement and (y) if the Servicing Agreement permits the Master Servicer, Special Servicer or Trustee to pay itself from the general
account of the trust established under the Note A-1 Securitization, then the master servicer under the Note A-2 PSA will be required
to reimburse the trust established under the Note A-1 Securitization out of general funds in the collection account (or equivalent
account) established under the Note A-2 PSA;


 


(iv)          each
of the Master Servicer and the Special Servicer shall be indemnified (as and to the extent the trust established under the Note
A-1 Securitization is required to indemnify each such party) 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 any PSA that relate
solely to its servicing of the Mortgage Loan, as applicable, and the master servicer under the Note A-2 PSA will be required to
reimburse the Master Servicer, Special Servicer or Trustee, as applicable, out of general funds in the collection account (or equivalent
account) established under the Note A-2 PSA for the Note A-2 Holder’s proportionate share of such amounts;


 


(v)           each
of the trustee and the master servicer under the Note A-2 PSA, as applicable, shall acknowledge that, (i) each of the Master Servicer
and the Trustee will be a third party beneficiary under the Note A-2 PSA with respect to any provisions therein relating to (1)
the reimbursement for the Note A-2


 






    Schedule I-1 


     


    

 


Holder’s
proportionate share of any nonrecoverable advances made with respect to Note A-2 by the Master Servicer or the Trustee and (2)
as to the Master Servicer only, the indemnification of the Master Servicer against the Note A-2 Holder’s proportionate share
of any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities,
fees and expenses, incurred in connection with any Servicing Agreement or Note A-2 PSA and relating to Note A-2 and (ii) the Special
Servicer will be a third party beneficiary under the Note A-2 PSA with respect to any provisions therein relating to (1) the reimbursement
for the Note A-2 Holder’s proportionate share of any nonrecoverable advances made with respect to Note A-2 by the Special
Servicer (it being understood that the Special Servicer is not required to make any Advances) and (2) the indemnification of the
Special Servicer against the Note A-2 Holder’s proportionate share of any claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments and any other costs, liabilities, fees and expenses, incurred in connection with any Servicing
Agreement or Note A-2 PSA and relating to Note A-2; and


 


(vi)           the
Master Servicer and the Special Servicer shall be third party beneficiaries of the foregoing provisions.


 






    Schedule I-2