Exhibit 4.18


 


EXECUTION VERSION


 


AGREEMENT BETWEEN NOTE HOLDERS






Dated as of April 8, 2022



by and between






CITI REAL ESTATE FUNDING INC.

(Note A-1 Holder, Note A-2 Holder and Note A-3 Holder)


and


BANK OF MONTREAL

(Note A-4 Holder, Note A-5 Holder, Note A-6 Holder, Note A-7 Holder and Note A-8 Holder)


and


BARCLAYS BANK PLC

(Note A-9 Holder, Note A-10 Holder and Note A-11 Holder)


 


 


 


Bell Works




     


     


    

TABLE OF CONTENTS


Page


	Section 1.	Definitions.	2
	Section 2.	Servicing of the Mortgage Loan.	19
	Section 3.	Priority of Payments.	28
	Section 4.	Workout.	29
	Section 5.	Administration of the Mortgage Loan.	29
	Section 6.	Note Holder Representatives.	34
	Section 7.	Appointment of Special Servicer.	37
	Section 8.	Payment Procedure.	38
	Section 9.	Limitation on Liability of the Note Holders.	39
	Section 10.	Bankruptcy.	39
	Section 11.	Representations of the Note Holders.	40
	Section 12.	No Creation of a Partnership or Exclusive Purchase Right.	40
	Section 13.	Other Business Activities of the Note Holders.	40
	Section 14.	Sale of the Notes.	41
	Section 15.	Registration of the Notes and Each Note Holder.	43
	Section 16.	Governing Law; Waiver of Jury Trial.	44
	Section 17.	Submission To Jurisdiction; Waivers.	44
	Section 18.	Modifications.	45
	Section 19.	Successors and Assigns; Third Party Beneficiaries.	45
	Section 20.	Counterparts.	45
	Section 21.	Captions.	46
	Section 22.	Severability.	46
	Section 23.	Entire Agreement.	46
	Section 24.	Withholding Taxes.	46
	Section 25.	Custody of Mortgage Loan Documents.	47
	Section 26.	Cooperation in Securitization.	48
	Section 27.	Notices.	49
	Section 28.	Broker.	49
	Section 29.	Certain Matters Affecting the Agent.	49
	Section 30.	Reserved.	50
	Section 31.	Resignation of Agent.	50
	Section 32.	Resizing.	50


 


 




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This AGREEMENT BETWEEN NOTE
HOLDERS (this “Agreement”), dated as of April 8, 2022, by and between CITI REAL ESTATE FUNDING INC., a New York corporation
(“Citi” and, in its capacity as the initial agent, the “Initial Agent”), BANK OF MONTREAL, a Canadian
chartered bank (“BMO”), and BARCLAYS BANK PLC, a public limited company registered in England and Wales (“Barclays”).


W I T N E S S E T H:


WHEREAS, pursuant to the
Mortgage Loan Agreement (as defined herein), Citi, BMO and Barclays Capital Real Estate Inc., a Delaware corporation (“BCREI”),
originated a certain loan (the “Mortgage Loan”) described on the schedule attached hereto as Exhibit A (the
“Mortgage Loan Schedule”) to the mortgage loan borrower described on the Mortgage Loan Schedule (the “Mortgage
Loan Borrower”), which is evidenced, inter alia, by (i) a promissory note in favor of Citi (together with its successors
and assigns in interest, in its capacity as initial owner of Note A-1 described below, the “Initial Note A-1 Holder”)
in the original principal amount of $50,000,000.00 (as amended, modified, consolidated, or supplemented, “Note A-1”),
(ii) a promissory note in favor of Citi (together with its successors and assigns in interest, in its capacity as initial owner of
Note A-2 described below, the “Initial Note A-2 Holder”) in the original principal amount of $25,000,000.00 (as amended,
modified, consolidated, or supplemented, “Note A-2”), (iii) a promissory note in favor of Citi (together with
its successors and assigns in interest, in its capacity as initial owner of Note A-3 described below, the “Initial Note A-3 Holder”)
in the original principal amount of $25,000,000.00 (as amended, modified, consolidated, or supplemented, “Note A-3”),
(iv) a promissory note in favor of BMO (together with its successors and assigns in interest, in its capacity as initial owner of
Note A-4 described below, the “Initial Note A-4 Holder”) in the original principal amount of $20,000,000.00 (as amended,
modified, consolidated, or supplemented, “Note A-4”), (v) a promissory note in favor of BMO (together with its
successors and assigns in interest, in its capacity as initial owner of Note A-5 described below, the “Initial Note A-5 Holder”)
in the original principal amount of $15,000,000.00 (as amended, modified, consolidated, or supplemented, “Note A-5”),
(vi) a promissory note in favor of BMO (together with its successors and assigns in interest, in its capacity as initial owner of
Note A-6 described below, the “Initial Note A-6 Holder”) in the original principal amount of $15,000,000.00 (as amended,
modified, consolidated, or supplemented, “Note A-6”), (vii) a promissory note in favor of BMO (together with its
successors and assigns in interest, in its capacity as initial owner of Note A-7 described below, the “Initial Note A-7 Holder”)
in the original principal amount of $10,000,000.00 (as amended, modified, consolidated, or supplemented, “Note A-7”),
(viii) a promissory note in favor of BMO (together with its successors and assigns in interest, in its capacity as initial owner
of Note A-8 described below, the “Initial Note A-8 Holder”) in the original principal amount of $10,000,000.00 (as
amended, modified, consolidated, or supplemented, “Note A-8”), (ix) a promissory note in favor of BCREI (together
with its successors and assigns in interest, in its capacity as initial owner of Note A-9 described below, the “Initial Note
A-9 Holder”) in the original principal amount of $25,000,000.00 (as amended, modified, consolidated, or supplemented, “Note
A-9”), (x) a promissory note in favor of BCREI (together with its successors and assigns in interest, in its capacity as
initial owner of Note A-10 described below, the “Initial Note A-10 Holder”) in the original principal amount of $10,000,000.00
(as amended, modified, consolidated, or supplemented, “Note A-10”), and (xi) a promissory note in




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favor of BCREI (together with its successors
and assigns in interest, in its capacity as initial owner of Note A-11 described below, the “Initial Note A-11 Holder”;
the Initial Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note A-3 Holder, the Initial Note A-4 Holder, the Initial Note A-5
Holder, the Initial Note A-6 Holder, the Initial Note A-7 Holder, the Initial Note A-8 Holder, the Note A-9 Holder, the Note A-10 Holder
and the Initial Note A-11 Holder are referred to collectively herein as the “Initial Note Holders”) in the original
principal amount of $5,000,000.00 (as amended, modified, consolidated, or supplemented, “Note A-11”; and, together
with Note A-1, Note A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7, Note A-8, Note A-9 and Note A-10, the “Notes”);


WHEREAS, each of the Notes
is secured by a first mortgage (as amended, modified or supplemented, the “Mortgage”) on certain real property located
as described on the Mortgage Loan Schedule (the “Mortgaged Property”);


WHEREAS, BCREI transferred
Note A-9, Note A-10 and Note A-11 to Barclays simultaneously with the closing of the Mortgage Loan;


WHEREAS, the parties hereto
desire to enter into this Agreement to memorialize the terms under which they, and their successors and assigns, shall hold the Notes;


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


Section 1.   Definitions. References
to a “Section” or the “recitals” are, unless otherwise specified, to a Section or the recitals of this Agreement.
Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto (or to any analogous term) in the Lead Securitization
Servicing Agreement. Whenever used in this Agreement, the following terms shall have the respective meanings set forth below unless the
context clearly requires otherwise. Whenever a term is defined as having the meaning set forth in the Lead Securitization Servicing Agreement
or substantially similar language, it shall be deemed to refer to the definition of such term (or if no such definition exists, the definition
of any term substantially similar thereto) as is set forth in the Lead Securitization Servicing Agreement.


“Accelerated Mezzanine
Loan Lender” shall have the meaning assigned to such term or an analogous term in the Lead Securitization Servicing Agreement.


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


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


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




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


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


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


“Asset Representations
Reviewer” shall mean the asset representations reviewer appointed as provided in the Lead Securitization Servicing Agreement.


“Asset Review”
shall mean any review of representations and warranties conducted by a Non-Lead Asset Representations Reviewer, as contemplated by Item
1101(m) of Regulation AB.


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


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


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


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


“Borrower Party”
shall mean the Mortgage Loan Borrower, a manager of the Mortgaged Property, an Accelerated Mezzanine Loan Lender or any Borrower Party
Affiliate.


“Borrower Party
Affiliate” shall mean, with respect to the Mortgage Loan Borrower, a manager of the Mortgaged Property or an Accelerated Mezzanine
Loan Lender, (a) any other Person controlling or controlled by or under common control with such Mortgage Loan Borrower, manager or Accelerated
Mezzanine Loan Lender, as applicable, or (b) any other Person owning, directly or indirectly, 25% or more of the beneficial interests
in such Mortgage Loan Borrower, manager or Accelerated Mezzanine Loan Lender, as applicable. For the purposes of this definition, “control”
when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


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




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


“Certificate”
shall mean any certificate issued pursuant to a Securitization.


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


“Certificateholder”
shall mean any holder of a Certificate issued pursuant to a Securitization, to the extent provided under the terms of the related Securitization
Servicing Agreement.


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


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


“Collection Account”
shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement.


“Commission”
shall mean the Securities and Exchange Commission.


“Companion Distribution
Account” shall mean the “Companion Distribution Account”, “Loan Combination Custodial Account” or analogous
account established for the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement.


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


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


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


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


“Controlling Note”
shall mean Note A-1.


“Controlling Note
Holder” shall mean the holder of the Controlling Note; provided that at any time the Controlling Note is included in
a Securitization, references to the “Controlling Note Holder” herein shall mean the holders of the majority of the class of
securities issued in such




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Securitization designated as the “controlling
class” or any other party that is assigned the rights to exercise the rights of the “Controlling Note Holder” hereunder,
as and to the extent provided in the related Securitization Servicing Agreement; provided that for so long as the Controlling Note
Holder (or the majority “controlling class holder” or other party assigned the rights to exercise the rights of the Controlling
Note Holder) is a Borrower Party, the Controlling Note Holder (and the majority “controlling class holder” or other party
assigned the rights to exercise the rights of the Controlling Note Holder) shall not be entitled to exercise any rights of the Controlling
Note Holder, and there shall be deemed to be no Controlling Note Holder hereunder. If the Controlling Note is included in a Securitization,
the related Securitization Servicing Agreement may contain additional limitations on the rights of the designated party entitled to exercise
the rights of the “Controlling Note Holder” hereunder if such designated party is the Mortgage Loan Borrower or if it has
certain relationships with the Mortgage Loan Borrower.


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


“Custodian”
shall mean the custodian or analogous party appointed as provided in the Lead Securitization Servicing Agreement.


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


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


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended.


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


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


“Indemnified Items”
shall have the meaning assigned to such term in Section 2(b).


“Indemnified Parties”
shall have the meaning assigned to such term in Section 2(b).


“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 recitals.


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


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




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


“Initial Note A-5
Holder” shall have the meaning assigned to such term in the recitals.


“Initial Note A-6
Holder” shall have the meaning assigned to such term in the recitals.


“Initial Note A-7
Holder” shall have the meaning assigned to such term in the recitals.


“Initial Note A-8
Holder” shall have the meaning assigned to such term in the recitals.


“Initial Note A-9
Holder” shall have the meaning assigned to such term in the recitals.


“Initial Note A-10
Holder” shall have the meaning assigned to such term in the recitals.


“Initial Note A-11
Holder” shall have the meaning assigned to such term in the recitals.


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


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


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


“Interested Person”
shall mean the Depositor, any Non-Lead Depositor, the Master Servicer, any Non-Lead Master Servicer, the Special Servicer, any Non-Lead
Special Servicer, the




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Trustee, any Non-Lead Trustee, the Asset Representations
Reviewer, the risk retention consultation party under the Lead Securitization, any Mortgage Loan Borrower, any manager of any Mortgaged
Property, any independent contractor engaged by any of the foregoing parties, the Operating Advisor, any Non-Lead Operating Advisor, the
Controlling Note Holder, the Controlling Note Holder Representative, any Non-Controlling Note Holder, any Non-Controlling Note Holder
Representative, any holder of a related mezzanine loan, or any known Affiliate of any such party described above.


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


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


“Lead Securitization”
shall mean:


(i) during the period
from and after the Securitization of any Note other than Note A-1 and prior to the Note A-1 Securitization, the Securitization with the
earliest Securitization Date; provided that, prior to the Securitization of Note A-1, if two or more Notes other than Note A-1
have both the earliest Securitization Date and the same Securitization Date but are included in different Securitizations, then the Securitization
including the Note(s) with the larger (aggregate) Note Principal Balance shall be the Lead Securitization; and


(ii) immediately
upon the occurrence of and following the Securitization of Note A-1, the Note A-1 Securitization.


“Lead Securitization
Date” shall mean the closing date of the Lead Securitization.


“Lead Securitization
Directing Certificateholder” shall mean the “Directing Certificateholder” or analogous party as defined in the Lead
Securitization Servicing Agreement.


“Lead Securitization
Note” shall mean a Note held by the Lead Securitization.


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


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


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


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




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“Master Servicer”
shall mean the applicable master servicer with respect to the Mortgage Loan appointed as provided in the Lead Securitization Servicing
Agreement.


“Model PSA”
shall mean that certain pooling and servicing agreement, dated as of December 1, 2021, relating to the Benchmark 2021-B31 securitization.


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


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


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


“Mortgage Loan Agreement”
shall mean the Loan Agreement, dated as of April 8, 2022, between Citi, BMO and Barclays, collectively, as lender, and the Mortgage Loan
Borrower, as borrower, as the same may be further amended, restated, supplemented or otherwise modified from time to time, subject to
the terms hereof.


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


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


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


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


“New Notes”
shall have the meaning assigned to such term in Section 32.


“Non-Controlling
Note” shall mean any Note (other than the Controlling Note), including any New Note designated as a “Non-Controlling Note”
hereunder pursuant to Section 32.


“Non-Controlling
Note Holder” shall mean any holder of a Non-Controlling Note; provided that at any time such holder’s respective
Note is included in a Securitization, references to such “Non-Controlling Note Holder” herein shall mean the “Directing
Certificateholder”, “Directing Holder”, “Controlling Class Representative” or any other party assigned the
rights to exercise the rights of such “Non-Controlling Note Holder” hereunder, as and to the extent provided in the related
Non-Lead Securitization Servicing Agreement (including without limitation subject to any restrictions applicable to the Mortgage Loan
Borrower or affiliates of the Mortgage Loan Borrower provided in such Non-Lead Securitization Servicing Agreement) and as to the identity
of which the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer) has been given written notice; provided
that for so long as any Non-Controlling Note is held by (or the majority “controlling class” holder or other party assigned
the rights to exercise the rights of such “Non-Controlling Note Holder” (as described above) is) a Borrower Party, such Non-




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Controlling Note (and the majority “controlling
class” holder or other party assigned the rights to exercise the rights of such “Non-Controlling Note Holder” as described
above) shall not be entitled to exercise any rights of such Non-Controlling Note Holder, and there shall be deemed to be no Non-Controlling
Note Holder hereunder with respect to such Non-Controlling Note. The Lead Securitization Note Holder (or the Master Servicer or the Special
Servicer acting on its behalf) shall not be required at any time to deal with more than one party in respect of any Note that is exercising
the rights of a “Non-Controlling Note Holder” herein or under the Lead Securitization Servicing Agreement (it being understood,
for the avoidance of doubt, that the Lead Securitization Note Holder (or the Master Servicer or Special Servicer on its behalf) may additionally
need to deal with the master servicer, special servicer or other person party to the related Securitization Servicing Agreement) and (x)
to the extent that the related Securitization Servicing Agreement assigns such rights to more than one party or (y) to the extent any
Note is split into two or more New Notes pursuant to Section 32, for purposes of this Agreement, the applicable Securitization
Servicing Agreement or the holders of such New Notes shall designate one such party to deal with the Lead Securitization Note Holder (or
the Master Servicer or the Special Servicer acting on its behalf) and provide written notice of such designation to the Lead Securitization
Note Holder (and the Master Servicer and the Special Servicer acting on its behalf); provided that, in the absence of such designation
and notice, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be entitled
to treat the last party as to which it has received written notice as having been designated as a Non-Controlling Note Holder, as a Non-Controlling
Note Holder under this Agreement. If the Non-Controlling Note is included in a Securitization, the related Securitization Servicing Agreement
may contain additional limitations on the rights of the designated party entitled to exercise the rights of the “Non-Controlling
Note Holder” hereunder if such designated party is the Mortgage Loan Borrower or if it has certain relationships with the Mortgage
Loan Borrower.


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


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


“Non-Lead Asset
Representations Reviewer” shall mean the party acting as “asset representations reviewer” (within the meaning of
Item 1101(m) of Regulation AB) under a Non-Lead Securitization Servicing Agreement.


“Non-Lead Certificate
Administrator” shall mean the “certificate administrator” under any Non-Lead Securitization Servicing Agreement.


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




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


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


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


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


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


“Non-Lead Securitization
Servicing Agreement” shall mean any PSA that is not the Lead Securitization Servicing Agreement.


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


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


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


“Nonrecoverable
Advance” shall have the meaning given thereto or to an analogous term in the Lead Securitization Servicing Agreement.


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


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


“Note A-1 PSA”
shall mean the pooling and servicing agreement or other comparable agreement entered into in connection with the Note A-1 Securitization.


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


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




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


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


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


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


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


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


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


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


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


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


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


“Note A-5”
shall have the meaning assigned to such term in the recitals.


“Note A-5 Holder”
shall mean the Initial Note A-5 Holder or any subsequent holder of Note A-5, as applicable.


“Note A-5 PSA”
shall mean the pooling and servicing agreement or other comparable agreement entered into in connection with the Note A-5 Securitization.


“Note A-5 Securitization”
shall mean the first sale by the Note A-5 Holder of all or a portion of Note A-5 to a depositor who will in turn include such portion
of Note A-5 as part of the securitization of one or more mortgage loans.


“Note A-6”
shall have the meaning assigned to such term in the recitals.




    11 


     


    

“Note A-6 Holder”
shall mean the Initial Note A-6 Holder or any subsequent holder of Note A-6, as applicable.


“Note A-6 PSA”
shall mean the pooling and servicing agreement or other comparable agreement entered into in connection with the Note A-6 Securitization.


“Note A-6 Securitization”
shall mean the first sale by the Note A-6 Holder of all or a portion of Note A-6 to a depositor who will in turn include such portion
of Note A-6 as part of the securitization of one or more mortgage loans.


“Note A-7”
shall have the meaning assigned to such term in the recitals.


“Note A-7 Holder”
shall mean the Initial Note A-7 Holder or any subsequent holder of Note A-7, as applicable.


“Note A-7 PSA”
shall mean the pooling and servicing agreement or other comparable agreement entered into in connection with the Note A-7 Securitization.


“Note A-7 Securitization”
shall mean the first sale by the Note A-7 Holder of all or a portion of Note A-7 to a depositor who will in turn include such portion
of Note A-7 as part of the securitization of one or more mortgage loans.


“Note A-8”
shall have the meaning assigned to such term in the recitals.


“Note A-8 Holder”
shall mean the Initial Note A-8 Holder or any subsequent holder of Note A-8, as applicable.


“Note A-8 PSA”
shall mean the pooling and servicing agreement or other comparable agreement entered into in connection with the Note A-8 Securitization.


“Note A-8 Securitization”
shall mean the first sale by the Note A-8 Holder of all or a portion of Note A-8 to a depositor who will in turn include such portion
of Note A-8 as part of the securitization of one or more mortgage loans.


“Note A-9”
shall have the meaning assigned to such term in the recitals.


“Note A-9 Holder”
shall mean the Initial Note A-9 Holder or any subsequent holder of Note A-9, as applicable.


“Note A-9 PSA”
shall mean the pooling and servicing agreement or other comparable agreement entered into in connection with the Note A-9 Securitization.


“Note A-9 Securitization”
shall mean the first sale by the Note A-9 Holder of all or a portion of Note A-9 to a depositor who will in turn include such portion
of Note A-9 as part of the securitization of one or more mortgage loans.


“Note A-10”
shall have the meaning assigned to such term in the recitals.




    12 


     


    

“Note A-10 Holder”
shall mean the Initial Note A-10 Holder or any subsequent holder of Note A-10, as applicable.


“Note A-10 PSA”
shall mean the pooling and servicing agreement or other comparable agreement entered into in connection with the Note A-10 Securitization.


“Note A-10 Securitization”
shall mean the first sale by the Note A-10 Holder of all or a portion of Note A-10 to a depositor who will in turn include such portion
of Note A-10 as part of the securitization of one or more mortgage loans.


“Note A-11”
shall have the meaning assigned to such term in the recitals.


“Note A-11 Holder”
shall mean the Initial Note A-11 Holder or any subsequent holder of Note A-11, as applicable.


“Note A-11 PSA”
shall mean the pooling and servicing agreement or other comparable agreement entered into in connection with the Note A-11 Securitization.


“Note A-11 Securitization”
shall mean the first sale by the Note A-11 Holder of all or a portion of Note A-11 to a depositor who will in turn include such portion
of Note A-11 as part of the securitization of one or more mortgage loans.


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


“Note Holders”
shall mean, collectively, the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the
Note A-6 Holder, the Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder, the Note A-10 Holder and the Note A-11 Holder.


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


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


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


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


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


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




    13 


     


    

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


“Percentage Interest”
shall mean, with respect to any Note Holder, a fraction, expressed as a percentage, the numerator of which is the principal balance of
the related Note and the denominator of which is the principal balance of the Mortgage Loan.


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


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


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


“PSA”
shall mean each of the Note A-1 PSA, the Note A-2 PSA, the Note A-3 PSA, the Note A-4 PSA, the Note A-5 PSA, the Note A-6 PSA, the Note
A-7 PSA, the Note A-8 PSA, the Note A-9 PSA, the Note A-10 PSA and the Note A-11 PSA.


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


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


(b)       one
or more of the following:


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


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


(iii)       a
Qualified Trustee in connection with (a) a securitization of, (b) the creation of collateralized debt obligations (“CDO”)
secured by, or (c) a financing




    14 


     


    

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


(iv)       an
investment fund, limited liability company, limited partnership or general partnership having capital and/or capital commitments of at
least $250,000,000, in which (A) any Initial Note Holder, (B) a person that is otherwise a Qualified Institutional Lender under clause (i),
(ii) or (v) (with respect to an institution substantially similar to the entities referred to in clause (i)
or (ii) above), or (C) a Permitted Fund Manager, acts as a general partner, managing member, or the fund manager responsible
for the day-to-day management and operation of such investment vehicle and provided that at least 50% of the equity interests in
such investment vehicle are owned, directly or indirectly, by one or more entities that are otherwise Qualified Institutional Lenders
(without regard to the capital surplus/equity and total asset requirements set forth below in the definition), or


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


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




    15 


     


    

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


“Qualified Trustee”
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 $50,000,000 and subject to supervision or examination by federal or
state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or (iii) an institution whose long-term
senior unsecured debt has a rating in either of the then in effect top two rating categories of each of the applicable Rating Agencies
(or, if not rated by an applicable Rating Agency, an equivalent (or higher) rating from any two of Fitch, Moody’s and S&P).


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


“Rating Agency Communication”
shall mean, with respect to any action and any Securitization, any written communication intended for a Rating Agency, which shall be
delivered at least ten (10) Business Days prior to completing such action, in electronic document format suitable for website posting
to the 17g-5 information provider under the applicable Securitization Servicing Agreement.


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




    16 


     


    

Securitization Servicing Agreement. For purposes
of clarity, any such waiver, declination or refusal to review or otherwise engage in any request for a Rating Agency Confirmation hereunder
shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for a Rating Agency Confirmation
hereunder and the condition for Rating Agency Confirmation pursuant to this Agreement for any subsequent request shall apply regardless
of any previous waiver, declination or refusal to review or otherwise engage in such prior request.


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


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


“REMIC”
shall have the meaning assigned to such term in Section 5(d).


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


“Required Special
Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”,
(ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special
Servicer, (iii) in the case of Moody’s, such special servicer is acting as special servicer for one or more loans included
in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date of
determination, and Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities
or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special servicer of
such commercial mortgage loans, (iv) in the case of KBRA, KBRA has not cited servicing concerns of such special servicer as the sole or
material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation
of a ratings downgrade or withdrawal) of securities in a transaction serviced by such special servicer prior to the time of determination,
and (v) in the case of DBRS Morningstar, such special servicer is acting as special servicer in a commercial mortgage loan securitization
that was rated by DBRS Morningstar within the twelve (12) month period prior to the date of determination and DBRS Morningstar has not
downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage
securities on watch citing the continuation of such special servicer as special servicer of such commercial mortgage securities as a material
reason for such downgrade or withdrawal (or placement on watch status).


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


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




    17 


     


    

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


“Securitization”
shall mean the Note A-1 Securitization, the Note A-2 Securitization, the Note A-3 Securitization, the Note A-4 Securitization, the Note
A-5 Securitization, the Note A-6 Securitization, the Note A-7 Securitization, the Note A-8 Securitization, the Note A-9 Securitization,
the Note A-10 Securitization and the Note A-11 Securitization.


“Securitization
Date” shall mean, with respect to a Securitization, the effective date on which such Securitization is consummated.


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


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


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


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


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


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


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


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


“Special Servicer”
shall mean the applicable special servicer with respect to the Mortgage Loan appointed as provided in the Lead Securitization Servicing
Agreement.




    18 


     


    

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


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


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


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


Section 2.   Servicing of
the Mortgage Loan.


(a)       Notwithstanding
anything herein to the contrary (and each Note Holder hereby agrees that this paragraph shall control over any conflicting provisions
contained in this Agreement (including with respect to any other provisions containing the phrase “notwithstanding anything herein
to the contrary” or words of similar effect or intent), prior to the Lead Securitization Date, (x) the Mortgage Loan shall be serviced
pursuant to that certain Servicing Agreement, dated as of October 30, 2018 and as amended as of the date hereof, between Citi, as owner,
and Wells Fargo Bank, National Association, as servicer, or any replacement servicing agreement entered into with any successor interim
servicer appointed by Citi, and (y) all servicing and other decisions regarding the Mortgage Loan shall be made: (i) with respect to matters
set forth on Exhibit D hereto as constituting “Unanimous Decisions”, by unanimous consent of the Note Holders, (ii)
with respect to matters set forth on Exhibit D hereto as “Supermajority Decisions”, by consent of Note Holders of at
least 66.67% Percentage Interest of the Mortgage Loan, and (iii) with respect to all other matters, except as otherwise expressly set
forth in this Agreement or in the Servicing Agreement (provided that any conflict between the Servicing Agreement and this Agreement shall
be resolved in favor of this Agreement), by the Controlling Note Holder.


Each Note Holder
acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and after the Lead Securitization
Date by the Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the Lead Securitization Servicing Agreement;
provided that the Master Servicer shall not be obligated to advance monthly payments of principal or interest in respect of any Note other
than the Lead Securitization Note if such principal or interest is not paid by the Mortgage Loan Borrower but shall be obligated to make
Servicing Advances subject to the terms of the Lead Securitization Servicing Agreement; provided, further, that, when appointed,
the Special Servicer has the Required Special Servicer Rating from each Rating Agency then rating a Securitization. Each




    19 


     


    

Note Holder acknowledges that any other
Note Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will, subject to Section 26,
reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. Subject to
the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents to the appointment of the
Master Servicer and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment of the Special
Servicer by the Controlling Note Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect
to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints
the Master Servicer, the Special Servicer and the Trustee in the Lead Securitization as such Note Holder’s attorney-in-fact to sign
any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization
Servicing Agreement (subject at all times to the rights of such Note Holder set forth herein and in the Lead Securitization Servicing
Agreement). The Lead Securitization Servicing Agreement shall not require the Servicer to enforce the rights of any Note Holder against
any other Note Holder or limit the Servicer in enforcing the rights of one Note Holder against any other Note Holder as may be required
in order to service the Mortgage Loan as contemplated by this Agreement and the Lead Securitization Servicing Agreement; provided,
that it is also understood and agreed that nothing in this sentence shall be construed to otherwise limit the rights of one Note Holder
with respect to any other Note Holder. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement (i) to
service the Mortgage Loan in accordance with the Servicing Standard, the terms of the Mortgage Loan Documents, the Lead Securitization
Servicing Agreement and applicable law, (ii) to provide information to each servicer under each Non-Lead Securitization Servicing Agreement
necessary to enable each such servicer to perform its servicing duties under such Non-Lead Securitization Servicing Agreement, and (iii)
to not take any action or refrain from taking any action or follow any direction inconsistent with the foregoing.


At any time that the
Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Note Holders agree to cause the
Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note Holders, pursuant to a servicing
agreement that has servicing terms substantially similar to the Lead Securitization Servicing Agreement and all references herein to the
“Lead Securitization Servicing Agreement” shall mean such subsequent servicing agreement; provided, however,
that the Notes that constituted the Lead Securitization Note shall continue to be considered as the Lead Securitization Note; provided
further, however, that unless otherwise agreed to by the holder of the Lead Securitization Note, the master servicer under
such subsequent servicing agreement shall not be required to make any P&I Advance in respect of such Note; provided further,
however, that if a Non-Lead Securitization Note is in a Securitization and the servicer(s) to be appointed under such replacement
servicing agreement would not otherwise meet the conditions to be a servicer under the Lead Securitization Servicing Agreement that is
being replaced, then a Rating Agency Confirmation shall have been obtained from each Rating Agency; provided, further, that the
special servicer and the related servicing arrangements under such replacement servicing agreement shall in any event satisfy the requirements
of clause (b)(iii)(2) of the definition of Qualified Institutional Lender; and provided, further, that until a replacement
servicing agreement has been entered into, the Lead Securitization Note Holder shall cause the Mortgage Loan to be serviced pursuant to
the provisions of the Lead Securitization Servicing




    20 


     


    

Agreement (excluding, however, any obligation
to make any P&I Advances in respect of the Lead Securitization Note except as specifically agreed to by the Servicer, and provided
that the Servicer’s right to reimbursement for Servicing Advances as set forth in Section 2(b) shall remain in effect), as
if such agreement were still in full force and effect with respect to the Mortgage Loan, by the applicable Servicer in the Lead Securitization
being replaced or by any Person appointed by the Lead Securitization Note Holder that is a qualified servicer meeting the requirements
of the Lead Securitization Servicing Agreement (and, in the case of an appointed special servicer, that has the Required Special Servicer
Rating from each Rating Agency then rating securities of a Non-Lead Securitization). The Note Holders acknowledge that at any time that
the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Master Servicer shall have
no further obligation to make P&I Advances with respect to the Mortgage Loan.


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


In addition, any Non-Lead
Securitization Note Holder (including, but not limited to, any Securitization Trust into which the applicable Non-Lead Securitization
Note is deposited) shall be required to, promptly following notice from the Master Servicer or the Special Servicer, pay or reimburse
the Lead Securitization for such Non-Lead Securitization Note Holder’s pro rata share of any fees, costs or expenses incurred
in connection with the servicing and administration of the Mortgage Loan as to which the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, the Operating Advisor, the Depositor or CREFC®, as applicable, is entitled to be reimbursed
pursuant to the Lead Securitization Servicing Agreement




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


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




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


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


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




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are Nonrecoverable Advances (and interest
thereon at the Reimbursement Rate) and/or additional trust fund expenses under the Lead Securitization Servicing Agreement relating to
the Mortgage Loan;


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


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


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


(d)       If
a Non-Lead Securitization Note becomes the subject of an Asset Review pursuant to the related Non-Lead Securitization Servicing Agreement,
the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the applicable Non-Lead Asset
Representations Reviewer or any other party to such Non-Lead Securitization Servicing Agreement in connection with such Asset Review by
providing such Non-Lead Asset Representations Reviewer or such other requesting party with any documents reasonably requested by the Non-Lead
Asset Representations Reviewer or such other requesting party (not at its own




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expense or the expense of the Lead Securitization
Trust but at the expense of the related mortgage loan seller, such Non-Lead Asset Representations Reviewer or such other requesting party
to the Non-Lead Securitization Servicing Agreement), but only to the extent that (i) such Non-Lead Asset Representations Reviewer or such
other requesting party has not been able to obtain such documents from the related mortgage loan seller or any party to the related Non-Lead
Securitization Servicing Agreement and (ii) such documents are in the possession of the Master Servicer, the Special Servicer, the Trustee
or the Custodian, as the case may be.


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


(f)       In
addition to the foregoing, each Securitization Servicing Agreement shall contain terms and conditions that are customary for securitization
transactions involving assets similar to the Mortgage Loan and that are otherwise (i) required by the Code relating to the tax elections
of the trust fund formed pursuant to such Securitization Servicing Agreement, (ii) required by law or changes in any law, rule or
regulation or (iii) requested by the Rating Agencies rating the related Securitization.  Each Non-Lead Securitization Note Holder
shall have the right to designate the related Non-Lead Master Servicer and related Non-Lead Special Servicer with respect to the Securitization
related to its Note.  Without limiting the generality of any provision set forth above, for purposes of the Mortgage Loan, each Securitization
Servicing Agreement shall contain (A) provisions requiring the related master servicer and the related special servicer to maintain, or
subjecting them to possible termination for not maintaining, compliance with customary servicer rating criteria (but the rating agencies
need not be the same) and (B) provisions substantially similar in all material respects to or materially consistent with those set forth
in the Model PSA with respect to (i) periodic reporting and periodic delivery of service provider compliance documents under Regulation
AB (and, in any event, each Securitization Servicing Agreement shall require such reporting and delivery so long as the Lead Securitization
Trust is required to file periodic reports under the Exchange Act), (ii) servicing




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transfer events that would result in the
transfer of the Mortgage Loan to special servicing status, (iii) the authority of the Controlling Note Holder (or the Master Servicer
or Special Servicer on its behalf) to grant or agree or consent to material modifications, waivers and amendments to the Mortgage Loan,
or to approve material assignments and assumptions or material additional indebtedness in connection with the Mortgage Loan, (iv) the
potential termination of the related master servicer and special servicer following a servicer termination event, (v) requirements to
obtain an appraisal or appraisal update following a transfer of the Mortgage Loan to special servicing status and periodic updates thereof,
(vi) duties of the special servicer in respect of foreclosure and the management of REO property, (vii) payments on serviced companion
loans (provided, that the Master Servicer under the Lead Securitization Servicing Agreement shall remit amounts payable on any serviced
companion loan on or before the Business Day following the determination date under the applicable Non-Lead Securitization Servicing Agreement
governing the securitization of such serviced companion loan (if any)), (viii) special servicing, workout and liquidation fees (and, in
any event, the fees at which such compensation accrue or are determined shall not exceed 0.25%, 1.00% and 1.00%, respectively (subject
to any market minimum special servicing fees and fee offsets set forth in the Servicing Agreement), (ix) indemnification of the Depositor,
Master Servicer, Special Servicer, certificate administrator, Trustee and Operating Advisor under the Lead Securitization Servicing Agreement
(and any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified as indemnified parties
in the Lead Securitization Servicing Agreement in respect of other mortgage loans) against any claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with servicing and
administration of the Mortgage Loan (or, with respect to the related operating advisor, incurred in connection with the provision of services
for the Mortgage Loan) to the same extent that the Indemnified Parties are indemnified under the Lead Securitization Servicing Agreement
against the Indemnified Items, (x) requirements to give each Non-Lead Securitization Note Holder (except any Note Holder of any other
Note included in the Lead Securitization) notice of the Lead Securitization in writing (which may be by email) on or before the applicable
closing date for such Lead Securitization, together with contact information for each of the parties to the Lead Securitization Servicing
Agreement; (xi) requirements to send a copy (in EDGAR-compatible format) of the Lead Securitization Servicing Agreement to each Non-Lead
Securitization Note Holder (except any Note Holder of any other Note included in the Lead Securitization); and (xii) requirements to send
written notice to each Non-Lead Securitization Note Holder in a timely manner (but no later than two (2) Business Days after the applicable
filing date) of any 8-K/A filing made by the Depositor regarding the Lead Securitization Servicing Agreement if such filing contains revisions
or changes to such Lead Securitization Servicing Agreement that are material to such Non-Lead Securitization Note Holder; provided,
that (A) this Section 2(f) shall not be construed to prohibit differences in timing, control or consultation triggers or thresholds, terminology,
allocation of ministerial duties between multiple servicers or other service providers or certificateholder or investor voting or consent
thresholds, or to prohibit or restrict additional approval, consent, consultation, notice or rating agency confirmation requirements;
and (B) if there is any conflict between this sentence and any other provision of this Agreement, such other provision of this Agreement
shall control. To the extent of any conflict between this Agreement and the Lead Securitization Servicing Agreement, the terms of this
Agreement shall control.




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


(h)       The
Lead Securitization Note Holder shall cause the Lead Securitization Servicing Agreement to provide as follows (and, to the extent such
following provisions are not included in the Lead Securitization Servicing Agreement, they shall be deemed incorporated therein and made
a part thereof):


(i)       the
Master Servicer shall remit all payments received with respect to any Non-Lead Securitization Note, net of the servicing fees payable
to the Master Servicer and Special Servicer with respect to such Non-Lead Securitization Note, and any other applicable fees and reimbursements
payable to the Master Servicer, the Special Servicer and the Trustee, to the related Non-Lead Securitization Note Holder by the earlier
of (x) the Master Servicer Remittance Date (as defined in the Lead Securitization Servicing Agreement) and (y) the Business Day following
the “determination date” (or any term substantially similar thereto) as defined in the related Non-Lead Securitization Servicing
Agreement (such determination date, the “Non-Lead Securitization Determination Date”), in each case, as long as the date on
which remittance is required under this clause (i) is at least one (1) Business Day after the scheduled monthly payment date under the
Mortgage Loan Agreement;


(ii)       in
connection with the expedited remittances contemplated by the preceding clause (i) and the expedited reporting contemplated by the following
clause (iii), (A) the Special Servicer shall (x) expedite its delivery of reports to the Master Servicer with respect to the Mortgage
Loan or the Mortgaged Property (including the delivery of information contemplated by CREFC® reports that the Special Servicer is
required to deliver to the Master Servicer) so that the reports (including CREFC® reports) provided by the Master Servicer to each
Non-Lead Securitization Note Holder may include all information contemplated to be included therein for the applicable reporting period,
and (y) expedite withdrawals from accounts maintained by it and remittances to the Master Servicer in respect of the Mortgage Loan or
the Mortgaged Property so that the Master Servicer’s remittances to each Non-Lead Securitization Note Holder contemplated by the
preceding clause (i) may include all amounts for the applicable collection period, and (B) each party responsible under the Lead Securitization
Servicing Agreement for delivering any Additional Form 10-D Disclosure (or analogous information) to a Non-Lead Trustee or Non-Lead Depositor
in respect of a Non-Lead Securitization Note shall deliver such Additional Form 10-D Disclosure (or analogous information) no later than
the 5th calendar day following the distribution date for the related Non-Lead Securitization;


(iii)       the
Master Servicer agrees, with respect to any Non-Lead Securitization Note that is held by a Securitization, to deliver or cause to be delivered
or to make available to the related Non-Lead Master Servicer all reports required to be delivered by the Master Servicer to the Certificate
Administrator and the Trustee under the Lead Securitization Servicing Agreement (which shall include all loan-level reports constituting
the CREFC®




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Investor Reporting Package (IRP)) pursuant
to the terms of the Lead Securitization Servicing Agreement, to the extent related to the Mortgage Loan, the Mortgaged Property, such
Non-Lead Securitization Note, the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, by the earlier
of (x) the Master Servicer Remittance Date (as defined in the Lead Securitization Servicing Agreement) and (y) the Business Day following
the related Non-Lead Securitization Determination Date, in each case, as long as the date on which delivery is required under this clause
(iii) is at least one (1) Business Day after the scheduled monthly payment date under the Mortgage Loan Agreement; and


(iv)       Servicer
Termination Events with respect to the Master Servicer and the Special Servicer shall include the failure to provide to any Non-Lead Securitization
Note Holder (if and to the extent required under the related Non-Lead Securitization) reports required under the Exchange Act, and the
rules and regulations thereunder, in a timely fashion that allows the depositor for such Non-Lead Securitization to timely satisfy all
filing requirements under the Exchange Act and the rules and regulations promulgated thereunder in connection with such Non-Lead Securitization.


Section 3.   Priority of Payments.
Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note
or security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in
connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Scheduled
Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing
the Mortgage Loan, Condemnation Proceeds, or Insurance Proceeds (other than proceeds, awards or settlements to be applied to the restoration
or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents,
to the extent permitted by the REMIC Provisions), shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes
on a Pro Rata and Pari Passu Basis; provided, that (x) all amounts for required reserves or escrows required by the
Mortgage Loan Documents to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property
protection expenses or Servicing Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization
Servicing Agreement shall be applied to the extent set forth in, and in accordance with the terms of, the Mortgage Loan Documents; and
(y) all amounts that are then due, payable or reimbursable to any Servicer with respect to the Mortgage Loan pursuant to the Lead
Securitization Servicing Agreement and any other additional compensation payable to it thereunder (including without limitation, any additional
trust fund expenses under the Lead Securitization Servicing Agreement relating to the Mortgage Loan (but subject to the second paragraph
of Section 5(d) hereof) reimbursable to, or payable by, such parties and any Special Servicing Fees, Liquidation Fees, Workout
Fees, Penalty Charges (to the extent provided in the immediately following paragraph), but excluding (i) any P&I Advances (and interest
thereon) on the Lead Securitization Note, which shall be reimbursed in accordance with Section 2(b) hereof, and (ii) any Servicing
Fees due to the Master Servicer in excess of each Non-Lead Securitization Note’s pro rata share of that portion of such servicing
fees calculated at the “primary servicing fee rate” applicable to the Mortgage Loan as set forth in the Lead Securitization
Servicing Agreement, which such excess shall not be




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subject to the allocation provisions of this
Section 3) shall be payable in accordance with the Lead Securitization Servicing Agreement.


For clarification purposes,
Penalty Charges (or any analogous term as defined in the Lead Securitization Servicing Agreement) paid on each Note shall first,
be used to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay the Master Servicer, the
Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance
with the terms of the Lead Securitization Servicing Agreement, second, be used to reduce the respective amounts payable on each
Note by the amount necessary to pay the Master Servicer, Trustee, any Non-Lead Master Servicer or any Non-Lead Trustee, as applicable,
for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization
Servicing Agreement or applicable Non-Lead Securitization Servicing Agreement, as applicable), third, be used to reduce, on a pro
rata basis, the amounts payable on each Note by the amount necessary to pay additional trust fund expenses under the Lead Securitization
Servicing Agreement (including Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage
Loan (as specified in the Lead Securitization Servicing Agreement) and finally, with respect to any remaining amount of Penalty
Charges, be distributed (x) prior to the securitization of the Lead Securitization Note or at any time the Mortgage Loan is not being
serviced pursuant to a Securitization Servicing Agreement, pro rata to each Note Holder, and (y) following the securitization of the Lead
Securitization Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization
Servicing Agreement.


Any proceeds received from
the sale of the primary servicing rights with respect to the Mortgage Loan shall be remitted, promptly upon receipt thereof, to the Holders
on a Pro Rata and Pari Passu Basis. Any proceeds received by either Holder from the sale of master servicing rights with respect to its
Note shall be for its own account. Any Note Holder that receives proceeds from the sale of the primary servicing rights with respect to
the Mortgage Loan shall remit to the other Note Holders, promptly upon receipt thereof, such amounts as are required such that each Note
Holder receives its pro rata share of such proceeds on a Pro Rata and Pari Passu Basis.


Section 4.   Workout. Notwithstanding
anything to the contrary contained herein, but subject to the terms and conditions of the Lead Securitization Servicing Agreement, and
the obligation to act in accordance with the Servicing Standard, if the Lead Securitization Note Holder, or any Servicer, in connection
with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof such that (i) the principal balance of the Mortgage
Loan is decreased, (ii) the Interest Rate is reduced, (iii) payments of interest or principal on any Note are waived, reduced or deferred
or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification
of the Mortgage Loan Documents shall be structured to preserve, the equal priorities of each Note as described in Section 3.


Section 5.   Administration
of the Mortgage Loan.


(a)       Subject
to this Agreement (including but not limited to Sections 2(a) and 5(c)) and the Lead Securitization Servicing Agreement
and subject to the rights and consents,




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where required, of the Controlling Note
Holder Representative, the Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on its
behalf) shall have the sole and exclusive authority with respect to the administration of, and exercise of rights and remedies with respect
to, the Mortgage Loan, including, without limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan Documents
or consent to any action or failure to act by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents, call or waive
any Event of Default, accelerate the Mortgage Loan or institute any foreclosure action or other remedy, and no Non-Lead Securitization
Note Holder shall have any voting, consent or other rights whatsoever except as explicitly set forth herein with respect to the Lead Securitization
Note Holder’s administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan. Subject to this Agreement
and the Lead Securitization Servicing Agreement, no Non-Lead Securitization Note Holder shall have any right to, and each Non-Lead Securitization
Note Holder hereby presently and irrevocably assigns and conveys to the Lead Securitization Note Holder (or the Master Servicer, the Special
Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) the rights, if any, that such Note Holder has to, (i) call,
or cause the Lead Securitization Note Holder to call, an Event of Default under the Mortgage Loan, or (ii) exercise any remedies
with respect to the Mortgage Loan or the Mortgage Loan Borrower, including, without limitation, filing, or causing the Lead Securitization
Note Holder to file, any bankruptcy petition against the Mortgage Loan Borrower. The Lead Securitization Note Holder (or the Master Servicer,
the Special Servicer or the Trustee acting on its behalf) shall not have any fiduciary duty to any Non-Lead Securitization Note Holder
in connection with the administration of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization Note Holder from
the obligation to make any disbursement of funds as set forth herein or its obligation to follow the Servicing Standard (in the case of
the Master Servicer or the Special Servicer) or any liability for failure to do so).


Each Note Holder hereby
acknowledges the right and obligation of the Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead Securitization
Note Holder), upon the Mortgage Loan becoming a Defaulted Loan, to sell the Notes together as notes evidencing one whole loan in accordance
with the terms of the Lead Securitization Servicing Agreement. In connection with any such sale, the Special Servicer shall sell the Notes
together as notes evidencing one whole loan and shall require that all offers be submitted to the Trustee in writing. Whether any cash
offer constitutes a fair price for the Mortgage Loan shall be determined by the Special Servicer (unless the offeror is an Interested
Person, in which case the Trustee shall make such determination); provided, that no offer from an Interested Person shall constitute a
fair price unless (i) it is the highest offer received and (ii) at least two bona fide other offers are received from independent third
parties. In determining whether any offer received represents a fair price for the Mortgage Loan, the Trustee or the Special Servicer,
as applicable, shall be supplied with and shall rely on the most recent Appraisal or updated Appraisal conducted in accordance with the
Lead Securitization Servicing Agreement within the preceding nine (9)-month period or, in the absence of any such Appraisal, on a new
Appraisal. The Trustee shall select the appraiser conducting any such new Appraisal. In determining whether any such offer constitutes
a fair price for the Mortgage Loan, the Trustee or the Special Servicer, as applicable, shall instruct the appraiser to take into account
(in addition to the results of any Appraisal or updated Appraisal that it may have obtained pursuant to the Lead Securitization Servicing
Agreement), as applicable, among other factors, the period and amount of any delinquency on the affected Mortgage Loan, the occupancy
level and physical condition of the




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Mortgaged Property and the state of the
local economy. The Trustee may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate
matters with at least five (5) years’ experience in valuing or investing in loans similar to the Mortgage Loan that has been selected
with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for the Mortgage Loan, and that has been
retained by the Trustee at the expense of the Holders in connection with making such determination. Notwithstanding the foregoing, the
Lead Securitization Note Holder (or the Special Servicer acting on its behalf) shall not be permitted to sell the Mortgage Loan without
the written consent of each Non-Lead Securitization Note Holder (provided that such consent is not required with respect to any Non-Lead
Securitization Note that is held by the Mortgage Loan Borrower or a Borrower Party) unless the Special Servicer has delivered to each
Non-Lead Securitization Note Holder: (a) at least 15 Business Days prior written notice of any decision to attempt to sell the Mortgage
Loan; (b) at least 10 days prior to the proposed sale date, a copy of each bid package (together with any amendments to such bid packages)
received by the Special Servicer in connection with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy
of the most recent Appraisal for the Mortgage Loan, and any documents in the Servicing File requested by such Non-Lead Securitization
Note 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 Lead Securitization Directing Certificateholder or the Controlling Note
Holder, as applicable) prior to the proposed sale date, all information and other documents being provided to other offerors and all leases
or other documents that are approved by the Master Servicer or the Special Servicer in connection with the proposed sale. Subject to the
foregoing, each Note Holder or its Note Holder Representative shall be permitted to submit an offer at any sale of the Mortgage Loan (unless
such Person is a Borrower Party).


Notwithstanding anything
contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by an Interested Person
constitutes a fair price, the Trustee may (at its option and at the expense of the offering Interested Person purchaser) designate an
independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing
loans similar to the Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes
a fair price for the Mortgage Loan. If the Trustee designates such third party to make such determination, the Trustee shall be entitled
to rely conclusively upon such third party’s determination. The reasonable fees of, and the costs of all appraisals, inspection
reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable, from the offering
Interested Person.


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




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(endorsed in blank if necessary) to or
at the direction of the Lead Securitization Note Holder in connection with the consummation of any such sale.


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


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


(c)       Notwithstanding
the foregoing, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall (i) provide
copies of any notice, information and report that it is required to provide to the Lead Securitization Directing Certificateholder or
Controlling Note Holder, as applicable, pursuant to the Lead Securitization Servicing Agreement with respect to any Major Decisions or
the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, to each




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Non-Lead Securitization Note Holder (or
its Note Holder Representative), within the same time frame it is required to provide to the Lead Securitization Directing Certificateholder
(for this purpose, without regard to whether such items are actually required to be provided to the Lead Securitization Directing Certificateholder
under the Lead Securitization Servicing Agreement due to the occurrence of a Control Termination Event or a Consultation Termination Event)
and (ii) use reasonable efforts to consult with each Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) on
a strictly non-binding basis, to the extent having received such notices, information and reports, such Non-Controlling Note Holder (or
its Non-Controlling Note Holder Representative) requests consultation with respect to any such Major Decisions or the implementation of
any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended
by such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative); provided that after the expiration of
a period of ten (10) Business Days from the delivery to such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative)
by the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) of written notice of a proposed
action, together with copies of the notice, information and report required to be provided to the Lead Securitization Directing Certificateholder,
the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall no longer be obligated
to consult with such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative), whether or not such Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative) has responded within such ten (10) Business Day period (unless, the Lead
Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) proposes a new course of action that
is materially different from the action previously proposed, in which case such ten (10) Business Day period shall be deemed to begin
anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the non-binding consultation rights
of each Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) set forth in the immediately preceding sentence,
the Lead Securitization Note Holder (or Master Servicer or Special Servicer, acting on its behalf) may 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 Lead Securitization
Note Holder (or Master Servicer or Special Servicer, as applicable) determines that immediate action with respect thereto is necessary
to protect the interests of the Note Holders. In no event shall the Lead Securitization Note Holder (or Master Servicer or Special Servicer,
acting on its behalf) be obligated at any time to follow or take any alternative actions recommended by a Non-Controlling Note Holder
(or its Non-Controlling Note Holder Representative).


In addition to the non-binding
consultation rights provided in the immediately preceding paragraph, each Non-Controlling Note Holder shall have the right to attend annual
meetings (which may be held telephonically) with the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting
on its behalf), upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable,
in which servicing issues related to the Mortgage Loan are discussed.


(d)       If
any Note is included as an asset of a REMIC, then, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage
Loan shall be administered such that the Notes shall qualify at all times as (or as interests in) a “qualified mortgage” within
the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property)




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acquired by or on behalf of the Note Holders
pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure of the Mortgage or lien on such property
following a default on the Mortgage Loan shall be administered so that the interest of the pro rata share of each Note Holder therein
shall at all times qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code and (iii) no
Servicer may modify, waive or amend any provision of the Mortgage Loan, consent to or withhold consent from any action of the Mortgage
Loan Borrower, or exercise or refrain from exercising any powers or rights which the Note Holders may have under the Mortgage Loan Documents,
if any such action would constitute a “significant modification” of the Mortgage Loan, within the meaning of Section 1.860G-2(b)
of the regulations of the United States Department of the Treasury, more than three (3) months after the startup day of the REMIC which
includes the Notes (or any portion thereof) , or would otherwise violate any REMIC Provisions applicable to a REMIC that holds any Note
(or any portion thereof). Each Note Holder agrees that the provisions of this paragraph shall be effected by compliance with any REMIC
Provisions in the Lead Securitization Servicing Agreement relating to the administration of the Mortgage Loan.


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


Section 6.   Note Holder
Representatives.


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




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confirmation of its acceptance of such appointment
(and such parties will be entitled to rely on such notice), an address and facsimile number for the delivery of notices and other correspondence
and a list of officers or employees of such person with whom the parties to this Agreement may deal (including their names, titles, work
addresses and facsimile numbers). The Controlling Note Holder shall promptly deliver such information to any Servicer, Trustee and Certificate
Administrator. None of the Servicers, Operating Advisor, Certificate Administrator and Trustee shall be required to recognize any person
as a Controlling Note Holder Representative until they receive such information from the Controlling Note Holder. The Controlling Note
Holder agrees to inform each such Servicer or Trustee of the then-current Controlling Note Holder Representative.


Neither the Controlling Note
Holder Representative nor the Controlling Note Holder, in such capacity, will have any liability to any other Note Holder or any other
Person for any action taken, or for refraining from the taking of any action or the giving of any consent or the failure to give any consent
pursuant to this Agreement or the Lead Securitization Servicing Agreement, or errors in judgment, absent any loss, liability or expense
incurred by reason of its willful misfeasance, bad faith or gross negligence or breach of this Agreement. The Note Holders agree that
the Controlling Note Holder Representative and the Controlling Note Holder (whether acting in place of the Controlling Note Holder Representative
when no Controlling Note Holder Representative shall have been appointed hereunder or otherwise exercising any right, power or privilege
granted to the Controlling Note Holder hereunder) may take or refrain from taking actions, or give or refrain from giving consents, that
favor the interests of one Note Holder over any other Note Holder, and that the Controlling Note Holder Representative and the Controlling
Note Holder may have special relationships and interests that conflict with the interests of another Note Holder and, absent willful misfeasance,
bad faith or gross negligence or a breach of this Agreement on the part of the Controlling Note Holder Representative or the Controlling
Note Holder, as the case may be, acting in such capacity, agree to take no action against the Controlling Note Holder Representative,
the Controlling Note Holder or any of their respective officers, directors, employees, principals or agents as a result of such special
relationships or interests, and that neither the Controlling Note Holder Representative nor the Controlling Note Holder will be deemed
to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misfeasance or to have recklessly disregarded
any exercise of its rights, or to have breached this Agreement, by reason of its having acted or refrained from acting, or having given
any consent or having failed to give any consent, solely in the interests of any Note Holder.


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


Each Non-Controlling Note
Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights and obligations with
respect to the Mortgage Loan (with respect to such Note Holder, the “Non-Controlling Note Holder




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Representative”). All of the provisions
relating to the Controlling Note Holder and the Controlling Note Holder Representative set forth in the first paragraph of this Section
6(a) (except those contained in the last sentence thereof) and the second paragraph of this Section 6(a) shall apply to each
Non-Controlling Note Holder and its Non-Controlling Note Holder Representative mutatis mutandis.


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


(b)       The
Controlling Note Holder shall be entitled to exercise the rights and powers granted to the Controlling Note hereunder. In addition, the
Controlling Note Holder shall be entitled to advise (1) the Special Servicer with respect to all matters related to the Mortgage Loan
if it is a Specially Serviced Loan and (2) the Master Servicer and the Special Servicer with respect to all Major Decisions, and, except
as set forth below the Master Servicer and the Special Servicer shall not be permitted to implement or consent to any Major Decision as
to which the Controlling Note Holder has objected in writing within ten (10) Business Days (or thirty (30) days with respect to an Acceptable
Insurance Default) after receipt of the written recommendation and analysis and such additional information requested by the Controlling
Note Holder as may be necessary in the reasonable judgment of the Controlling Note Holder in order to make a judgment with respect to
such Major Decision. The Master Servicer or Special Servicer shall seek the consent of the Controlling Note Holder with respect to any
Major Decision to the same extent that it is responsible under the Lead Securitization Servicing Agreement for seeking the consent of
the Directing Certificateholder with respect to any Major Decision with respect to any other mortgage loan serviced thereunder (assuming
that a “Control Termination Event” or similar event under the Lead Securitization Servicing Agreement has not occurred and
is not continuing). The Controlling Note Holder may also direct the Special Servicer to take, or to refrain from taking, such other actions
with respect to the Mortgage Loan as the Controlling Note Holder may deem advisable.


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


In the event that the Special
Servicer or Master Servicer (in the event the Master Servicer is otherwise authorized by the Lead Securitization Servicing Agreement to
take such action), as applicable, determines that immediate action, with respect to the foregoing matters, or




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any other matter requiring consent of the Controlling
Note Holder is necessary to protect the interests of the Note Holders (as a collective whole) and the Master Servicer or Special Servicer,
as the case may be, has made a reasonable effort to contact the Controlling Note Holder, the Master Servicer or the Special Servicer,
as the case may be, may take any such action without waiting for the Controlling Note Holder’s response.


No objection, direction,
consent or advice contemplated by the preceding paragraphs may require or cause the Master Servicer or the Special Servicer, as applicable,
to violate any provision of the Mortgage Loan Documents, applicable law, the Lead Securitization Servicing Agreement, this Agreement,
the REMIC Provisions or the Master Servicer or Special Servicer’s obligation to act in accordance with the Servicing Standard.


Section 7.   Appointment of Special
Servicer. The Controlling Note Holder (or its Controlling Note Holder Representative) shall have the right (subject to the terms,
conditions and limitations in the Lead Securitization Servicing Agreement) at any time and from time to time, with or without cause, to
replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a replacement Special Servicer with the Required
Special Servicer Rating. Any designation by the Controlling Note Holder (or its Controlling Note Holder Representative) of a Person to
serve as Special Servicer shall be made by delivering to each other Note Holder, the Master Servicer, the Special Servicer and each other
party to the Lead Securitization Servicing Agreement a written notice stating such designation and satisfying the other conditions to
such replacement as set forth in the Lead Securitization Servicing Agreement and this Agreement and delivering a Rating Agency Communication
to each Rating Agency (or obtaining a Rating Agency Confirmation from each Rating Agency, but only if required by the terms of the Lead
Securitization Servicing Agreement). The Controlling Note Holder shall be solely responsible for any expenses incurred in connection with
any such replacement without cause. The Controlling Note Holder shall notify the other parties hereto of its termination of the then currently
serving Special Servicer and its appointment of a replacement Special Servicer in accordance with this Section 7. If the Controlling
Note Holder has not appointed a Special Servicer with respect to the Mortgage Loan as of the consummation of the securitization under
the Lead Securitization Servicing Agreement, then the initial Special Servicer designated in the Lead Securitization Servicing Agreement
shall serve as the initial Special Servicer but this shall not limit the right of the Controlling Note Holder (or its Controlling Note
Holder Representative) to designate a replacement Special Servicer for the Mortgage Loan as aforesaid. If a Servicer Termination Event
on the part of the Special Servicer has occurred that affects any Non-Controlling Note Holder, such Non-Controlling Note Holder shall
have the right to direct the Trustee (or at any time that the Mortgage Loan is no longer included in a Securitization Trust, the Controlling
Note Holder) to terminate the Special Servicer under the Lead Securitization Servicing Agreement solely with respect to the Mortgage Loan
pursuant to and in accordance with the terms of the Lead Securitization Servicing Agreement. Each Note Holder acknowledges and agrees
that any successor special servicer appointed to replace the Special Servicer with respect to the Mortgage Loan that was terminated for
cause at a Non-Controlling Note Holder’s direction cannot at any time be the person (or an Affiliate thereof) that was so terminated
without the prior written consent of such Non-Controlling Note Holder. Each Non-Controlling Note Holder shall be solely responsible for
reimbursing the Trustee’s or the Controlling Note Holder’s, as applicable, costs and expenses, if not paid within a reasonable
time by the terminated special servicer and, in the




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case of the Trustee, that would otherwise be
reimbursed to the Trustee from amounts on deposit in the Lead Securitization’s “collection account”.


Section 8.   Payment
Procedure.


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


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


(c)       If,
for any reason, the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) makes any payment to any Non-Lead Securitization
Note Holder before the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) has received the corresponding payment
(it being understood that the Lead Securitization Note Holder is under no obligation to do so), and the Lead Securitization Note Holder
does not receive the corresponding payment within five (5) Business Days of its payment to such Non-Lead Securitization Note Holder, such
Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s (or the Master Servicer acting on its behalf)
request, promptly return that payment to the Lead Securitization Note Holder (or the Master Servicer acting on its behalf).




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(d)       Each
Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess
of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the
Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder
from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization
Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute
absolute, unconditional and continuing obligations.


Section 9.   Limitation on Liability
of the Note Holders. No Note Holder shall have any liability to any other Note Holder with respect to its Note except with respect
to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder;
provided, that, notwithstanding any of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and
standards (including the Servicing Standard) set forth in the related Securitization Servicing Agreement.


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


Section 10.   Bankruptcy. Subject
to Sections 2(a) and 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder (or
the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or
otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with
respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator
or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up
or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder,
and not any Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action or file any motion, claim,
obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code
or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to
the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising
any and all rights and taking any and all actions available to any Non-Lead Securitization Note Holder in connection with any case by
or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency




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


Section 11.   Representations of the
Note Holders. Each Note Holder represents and warrants that the execution, delivery and performance of this Agreement is within its
corporate powers, has been duly authorized by all necessary corporate action, and does not contravene such Note Holder’s charter
or any law or contractual restriction binding upon such Note Holder, and that this Agreement is the legal, valid and binding obligation
of such Note Holder enforceable against such Note Holder in accordance with its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general
principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and except that the
enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable law. Each Note Holder
represents and warrants that it is duly organized, validly existing, in good standing and in possession of all licenses and authorizations
necessary to carry on its business. Each Note Holder represents and warrants that (a) this Agreement has been duly executed and delivered
by such Note Holder, (b) to such Note Holder’s actual knowledge, all consents, approvals, authorizations, orders or filings
of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by
such Note Holder have been obtained or made and (c) to such Note Holder’s actual knowledge, there is no pending action, suit
or proceeding, arbitration or governmental investigation against such Note Holder, an adverse outcome of which would materially and adversely
affect its performance under this Agreement.


Section 12.   No Creation of a Partnership
or Exclusive Purchase Right. Nothing contained in this Agreement, and no action taken pursuant hereto shall be deemed to constitute
the relationship created hereby between the Note Holders as a partnership, association, joint venture or other entity. No Note Holder
shall have any obligation whatsoever to offer to any other Note Holder the opportunity to purchase a participation interest in any future
loans originated by such Note Holder or its Affiliates and if any Note Holder chooses to offer to any other Note Holder the opportunity
to purchase a participation interest in any future mortgage loans originated by such Note Holder or its Affiliates, such offer shall be
at such purchase price and interest rate as such Note Holder chooses, in its sole and absolute discretion. No Note Holder shall have any
obligation whatsoever to purchase from any other Note Holder a participation interest in any future loans originated by such Note Holder
or its Affiliates.


Section 13.   Other Business Activities
of the Note Holders. Each Note Holder acknowledges that each other Note Holder or its Affiliates may make loans or otherwise extend
credit to, and generally engage in any kind of business with, the Mortgage Loan Borrower or any




    40 


     


    

Borrower Party, and receive payments on such
other loans or extensions of credit to any such party and otherwise act with respect thereto freely and without accountability in the
same manner as if this Agreement and the transactions contemplated hereby were not in effect.


Section 14.   Sale of
the Notes.


(a)       Except
as otherwise provided in Section 14(c) below, each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate,
contribute, encumber or otherwise dispose of all or any portion of its respective Note (or a participation interest in such Note) (a “Transfer”)
except to a Qualified Institutional Lender in accordance with the terms of this Agreement. Promptly after any such Transfer, any non-transferring
Note Holders shall be provided with (x) a representation from each transferee or the transferring Note Holder certifying that such
transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentence
or a Transfer by a Note Holder to an entity that constitutes a Qualified Institutional Lender pursuant to clause (b)(iii) of the
definition thereof) and (y) a copy of the assignment and assumption agreement referred to in Section 15 (unless the transferee
is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to comply with this Agreement).
If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender,
it must first (a) obtain the consent of each non-transferring Note Holder and (b) if any such non-transferring Note Holder’s Note
is held in a Securitization Trust, provide each of the applicable engaged Rating Agencies for such Securitization Trust with a Rating
Agency Communication (or, if the transferring Note Holder is the Lead Securitization Note Holder, obtain a Rating Agency Confirmation
from each of the applicable Rating Agencies for such Securitization Trust). Notwithstanding the foregoing, without each non-transferring
Note Holder’s prior consent (which will not be unreasonably withheld), and, if any non-transferring Note Holder’s Note is
held in a Securitization Trust, until a Rating Agency Confirmation is obtained from each engaged Rating Agency for such Securitization
Trust, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower
or a Borrower Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. The
transferring Note Holder agrees that it shall pay the expenses of any non-transferring Note Holder (including all expenses of the Master
Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses
relating to any Rating Agency Communication or Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing,
each Note Holder shall have the right, without the need to obtain the consent of any other Note Holder or of any other Person or having
to provide any Rating Agency Communication or having to obtain any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate)
of its beneficial interest in a Note, other than to the Mortgage Loan Borrower or a Borrower Party. None of the provisions of this Section
14(a) shall apply in the case of (1) a sale of the Lead Securitization Note together with all of the Non-Lead Securitization Notes,
in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer,
in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property,
upon the Mortgage Loan becoming a Defaulted Loan, to a single member limited liability or limited partnership, 100% of the equity interest
in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the
Lead Securitization Trust.




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


(c)       Notwithstanding
any other provision hereof, any Note Holder may pledge (a “Pledge”) its Note to any entity (other than the Mortgage
Loan Borrower or any Affiliate thereof) which has extended a credit facility to such Note Holder and that is either a Qualified Institutional
Lender or a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each
applicable Rating Agency (or, if not rated by an applicable Rating Agency, an equivalent (or higher) rating from any two of Fitch, Moody’s
and S&P) or to a Person with respect to which a Rating Agency Confirmation has been obtained (any of the foregoing, a “Note
Pledgee”), on terms and conditions set forth in this Section 14(c), it being further agreed that a financing provided
by a Note Pledgee to a Note Holder or any person which Controls such Note that is secured by its Note and is structured as a repurchase
arrangement, shall qualify as a “Pledge” hereunder, provided that a Note Pledgee which is not a Qualified Institutional Lender
may not take title to the pledged Note without a Rating Agency Confirmation. Upon written notice by the applicable Note Holder to each
other Note Holder and any Servicer that a Pledge has been effected (including the name and address of the applicable Note Pledgee), each
other Note Holder agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give Note Pledgee written notice of
any default by the pledging Note Holder in respect of its obligations under this Agreement of which default such Note Holder has actual
knowledge; (ii) to allow such Note Pledgee a period of ten (10) days to cure a default by the pledging Note Holder in respect
of its obligations to each other Note Holder hereunder, but such Note Pledgee shall not be obligated to cure any such default; (iii) that
no amendment, modification, waiver or termination of this Agreement shall be effective against such Note Pledgee without the written consent
of such Note Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed; (iv) that such other Note Holder
shall give to such Note Pledgee copies of any notice of default under this Agreement simultaneously with the giving of same to the pledging
Note Holder; (v) that such other Note Holder shall deliver to Note Pledgee such estoppel certificate(s) as Note Pledgee shall reasonably
request, provided that any such certificate(s) shall be in a form reasonably satisfactory to such other Note Holder; and (vi) that,
upon written notice (a “Redirection Notice”) to each other Note Holder and any Servicer by such Note Pledgee that the
pledging Note Holder is in default, beyond any applicable cure periods, under the pledging Note Holder’s obligations to such Note
Pledgee pursuant to the applicable credit agreement between the pledging Note Holder and such Note Pledgee (which notice need not be joined
in or confirmed by the pledging Note Holder), and until such Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee
shall be entitled to receive any payments that any Note Holder or Servicer would otherwise be obligated to pay to the pledging Note Holder
from time to time pursuant to this Agreement or the Lead Securitization Servicing Agreement. Any pledging Note Holder hereby unconditionally
and absolutely releases each other Note Holder and any Servicer from any liability to the pledging Note Holder on account of such other
Note Holder’s or Servicer’s compliance with any




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Redirection Notice believed by any Servicer
or such other Note Holder to have been delivered by a Note Pledgee. A Note Pledgee shall be permitted to exercise fully its rights and
remedies against the pledging Note Holder to such Note Pledgee (and accept an assignment in lieu of foreclosure as to such collateral),
in accordance with applicable law and this Agreement. In such event, the Note Holders and any Servicer shall recognize such Note Pledgee
(and any transferee other than the Mortgage Loan Borrower or any Affiliate thereof which is also a Qualified Institutional Lender at any
foreclosure or similar sale held by such Note Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, as the successor
to the pledging Note Holder’s rights, remedies and obligations under this Agreement, and any such Note Pledgee or Qualified Institutional
Lender shall assume in writing the obligations of the pledging Note Holder hereunder accruing from and after such Transfer (i.e.,
realization upon the collateral by such Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The rights
of a Note Pledgee under this Section 14(c) shall remain effective as to any Note Holder (and any Servicer) unless and until
such Note Pledgee shall have notified any such Note Holder (and any Servicer, as applicable) in writing that its interest in the pledged
Note has terminated.


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


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


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


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


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


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


Section 15.   Registration of the Notes
and Each Note Holder. The Agent shall keep or cause to be kept at the Agent Office books (the “Note Register”)
for the registration and




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


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


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


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


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




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SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE
COURTS FROM ANY THEREOF;


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


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


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


Section 18.   Modifications. This
Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by each Note Holder. Additionally,
for as long as any Note is contained in a Securitization Trust, the Note Holders shall not amend or modify this Agreement without first
obtaining a Rating Agency Confirmation from each Rating Agency then rating any securities of any Securitization; provided that
no such Rating Agency Confirmation shall be required in connection with a modification (i) to cure any ambiguity, to correct or supplement
any provisions herein that may be defective or inconsistent with any other provisions herein or with the Lead Securitization Servicing
Agreement, or (ii) with respect to matters or questions arising under this Agreement, to make provisions of this Agreement consistent
with other provisions of this Agreement (including, without limitation, in connection with the creation of New Notes pursuant to Section 32).


Section 19.   Successors and Assigns;
Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective
successors and assigns. Except as provided herein, including without limitation, with respect to the Trustee, Certificate Administrator,
Master Servicer and Special Servicer and any Non-Lead Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee, none of the provisions
of this Agreement shall be for the benefit of or enforceable by any Person not a party hereto. Subject to Section 14 and Section
15, each Note Holder may assign or delegate its rights or obligations under this Agreement. Upon any such assignment, the assignee
shall be entitled to all rights and benefits of the applicable Note Holder hereunder. For the avoidance of doubt, the representations
in Section 11 shall not be binding upon any Securitization Trust.


Section 20.   Counterparts. This
Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken
together shall constitute one and the same instrument, and the words “executed,” “signed,” “signature,”
and words of like import as used above and elsewhere in this Agreement or in any




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other certificate, agreement or document related
to this transaction shall include, in addition to manually executed signatures, images of manually executed signatures transmitted by
facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other
electronic signatures (including, without limitation, any electronic sound, symbol, or process, attached to or logically associated with
a contract or other record and executed or adopted by a person with the intent to sign the record). The use of electronic signatures and
electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored
by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based
record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National
Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any
state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.


Section 21.   Captions. The titles
and headings of the paragraphs of this Agreement have been inserted for convenience of reference only and are not intended to summarize
or otherwise describe the subject matter of the paragraphs and shall not be given any consideration in the construction of this Agreement.


Section 22.   Severability. Wherever
possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but
if any provision of this Agreement shall be prohibited by or invalid under applicable laws, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.


Section 23.   Entire Agreement.
This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement
and supersedes all prior agreements, understandings and negotiations between the parties.


Section 24.   Withholding Taxes.
(a)(a) If the Lead Securitization Note Holder or the Mortgage Loan Borrower shall be required by law to deduct and withhold Taxes
from interest, fees or other amounts payable to any Non-Lead Securitization Note Holder with respect to the Mortgage Loan as a result
of such Non-Lead Securitization Note Holder constituting a Non-Exempt Person, such Lead Securitization Note Holder, in its capacity as
servicer, shall be entitled to do so with respect to such Non-Lead Securitization Note Holder’s interest in such payment (all withheld
amounts being deemed paid to such Note Holder), provided that the Lead Securitization Note Holder shall furnish such Non-Lead Securitization
Note Holder with a statement setting forth the amount of Taxes withheld, the applicable rate and other information which may reasonably
be requested for purposes of assisting such Note Holder to seek any allowable credits or deductions for the Taxes so withheld in each
jurisdiction in which such Note Holder is subject to tax.


(b)       Each
Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) shall and hereby agrees to indemnify the
Lead Securitization Note Holder against and hold the Lead Securitization Note Holder harmless from and against any Taxes, interest, penalties
and attorneys’ fees and disbursements arising or resulting from any failure of the Lead Securitization Note Holder to withhold Taxes
from payment made to such




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


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


Section 25.   Custody of Mortgage Loan
Documents. Prior to the Lead Securitization Date, the originals of all of the Mortgage Loan Documents (other than the Notes, which
will be held by the respective Note Holders or their designated custodians) will be held by the Initial Agent (or a duly appointed interim
servicer or custodian on its behalf) on behalf of the registered holders of the Notes. On and after the Lead Securitization Date, the
originals of all of the Mortgage Loan Documents (other than the Notes, which will be held by the respective Note Holders or their designated
custodians) shall be held in the name of the Trustee (and held by a duly




    47 


     


    

appointed custodian therefor) under the Lead
Securitization Servicing Agreement, on behalf of the registered holders of the Notes.


Section 26.   Cooperation
in Securitization.


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




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


Section 27.   Notices. All notices
required hereunder shall be given by (i)  facsimile transmission (during business hours) if the sender on the same day sends a confirming
copy of such notice by reputable overnight delivery service (charges prepaid), (ii) reputable overnight delivery service (charges
prepaid) or (iii) certified United States mail, postage prepaid return receipt requested, and addressed to the respective parties
at their addresses set forth on Exhibit B hereto, or at such other address as any party shall hereafter inform the other party by written
notice given as aforesaid. All written notices so given shall be deemed effective upon receipt.


Section 28.   Broker. Each Note
Holder represents to each other that no broker was responsible for bringing about this transaction.


Section 29.   Certain
Matters Affecting the Agent.


(a)       The
Agent may request and/or rely upon and shall be protected in acting or refraining from acting upon any documents delivered to the Agent
pursuant to Section 14 and Section 15;


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


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


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


(e)       The
Agent shall not be bound to make any investigation into the facts or matters stated in any documents delivered to the Agent pursuant to
Section 15;


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


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




    49 


     


    

Section 30.   Reserved.


Section 31.   Resignation or Termination
of Agent. The Agent may resign at any time on ten (10) days’ prior notice, so long as a successor Agent, reasonably satisfactory
to the Note Holders (it being agreed that a Servicer, the Trustee or a Certificate Administrator in a Securitization is satisfactory to
the Note Holders), has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. Citi, as Initial Agent, may
transfer its rights and obligations to a Servicer, the Trustee or the Certificate Administrator, as successor Agent, at any time without
the consent of any Note Holder. Notwithstanding the foregoing, Note Holders hereby agree that, simultaneously with the closing of the
Lead Securitization, the Master Servicer shall be deemed to have been automatically appointed as the successor Agent under this Agreement
in place of Citi without any further notice or other action. The termination or resignation of the Master Servicer, as Master Servicer
under the Lead Securitization Servicing Agreement, shall be deemed a termination or resignation of such Master Servicer as Agent under
this Agreement, and any successor master servicer shall be deemed to have been automatically appointed as the successor Agent under this
Agreement in place thereof without any further notice or other action.


Section 32.   Resizing. Notwithstanding
any other provision of this Agreement, for so long as any Note Holder or an affiliate thereof (an “Original Entity”)
is the owner of any Non-Lead Securitization Note that is not included in a Securitization (each, an “Owned Note”),
such Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to
execute amended and restated notes or additional notes (in each case, as applicable, “New Notes”) reallocating the
principal of an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the
aggregate principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal
balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to
such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii)
all Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject
to the terms of this Agreement, (iv) the Original Entity holding the New Notes shall notify each other Note Holder, the Master Servicer,
the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and
(v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so
requests, the Original Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing
applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant
to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent
of its holder and the consent of the holder of each other Note. In connection with the foregoing (provided the conditions set forth in
clauses (i) through (v) above are satisfied, with respect to clauses (i) through (iv), as certified by the
Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute
amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the
purpose of reflecting such reallocation of principal and that each New Note shall be a “Note” hereunder and for the purpose
of adding and modifying any definitions related thereto. If more than one New Note is created hereunder, for purposes of exercising the
rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the




    50 


     


    

“Controlling Note Holder” or “Non-Controlling
Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling
Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.


[SIGNATURE PAGE FOLLOWS]




    51 


     


    

IN WITNESS WHEREOF, each
of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note
A-7 Holder, the Note A-8 Holder, the Note A-9 Holder, the Note A-10 Holder and the Note A-11 Holder has caused this Agreement to be duly
executed as of the day and year first above written.





 


	 	CITI REAL ESTATE FUNDING INC.,
	 	as Note A-1 Holder, Note A-2 Holder and Note A-3 Holder
	 	 
	 	 
	 	 By:  	/s/ Richard Simpson
	 	 	Name:  	Richard Simpson
	 	 	Title: 	Vice President
	 	 	 	 


 



 





 


	 	BANK OF MONTREAL,
	 	as Note A-4 Holder, Note A-5 Holder, Note A-6 Holder, Note A-7 Holder and Note A-8 Holder
	 	 
	 	 
	 	 By:  	/s/ David Schell
	 	 	Name:  	David Schell
	 	 	Title: 	Authorized Signatory
	 	 	 	 


 



 





 


	 	BARCLAYS BANK PLC,
	 	as Note A-9 Holder, Note A-10 Holder and Note A-11 Holder
	 	 
	 	 
	 	 By:  	/s/ Spencer Kagan
	 	 	Name:  	Spencer Kagan
	 	 	Title: 	Managing Director
	 	 	 	 


 





    Bell Works – Agreement Between Note Holders


     


    

EXHIBIT A


MORTGAGE LOAN SCHEDULE


Description of Mortgage Loan


	Mortgage Loan Borrower:	Somerset Holmdel Development I Urban Renewal, L.P.
	Date of Mortgage Loan: 	April 8, 2022
	Date of Notes: 	April 8, 2022
	Original Principal Amount of Mortgage Loan:	$210,000,000.00
	Principal Amount of Mortgage Loan as of the date hereof:	$210,000,000.00
	Note A-1 Principal Balance:	$50,000,000.00
	Note A-2 Principal Balance:	$25,000,000.00
	Note A-3 Principal Balance:	$25,000,000.00
	Note A-4 Principal Balance:	$20,000,000.00
	Note A-5 Principal Balance:	$15,000,000.00
	Note A-6 Principal Balance:	$15,000,000.00
	Note A-7 Principal Balance:	$10,000,000.00
	Note A-8 Principal Balance:	$10,000,000.00
	Note A-9 Principal Balance:	$25,000,000.00
	Note A-10 Principal Balance:	$10,000,000.00
	Note A-11 Principal Balance:	$5,000,000.00
	Location of Mortgaged Property:	Holmdel, New Jersey
	Initial Maturity Date:	May 6, 2032




    A-1 


     


    

EXHIBIT B


Note A-1 Holder, Note A-2 Holder and Note A-3 Holder:


 


Citi Real Estate Funding Inc.

390 Greenwich Street, 6th Floor


New York, New York 10013


Attention: Richard Simpson


Facsimile number: (646) 328-2943


with an electronic copy emailed to: richard.simpson@citi.com


 


with copies to:


 


Citi Real Estate Funding Inc.


390 Greenwich Street, 7th Floor


New York, New York 10013


Attention: Raul Orozco


Facsimile number: (347) 394-0898


with an electronic copy emailed to: raul.d.orozco@citi.com


 


and


 


Citi Real Estate Funding Inc.


388 Greenwich Street, 17th Floor


New York, New York 10013


Attention: Ryan M. O’Connor


Facsimile number: (646) 862-8988


with an electronic copy emailed to: ryan.m.oconnor@citi.com


 


Note A-4 Holder, Note A-5 Holder, Note A-6 Holder, Note A-7 Holder
and Note A-8 Holder


 


Bank of Montreal


c/o BMO Capital Markets Corp.


151 West 42nd Street


New York, New York 10036


Attention: Mike Birajiclian and David Schell


Email: Michael.Birajiclian@bmo.com and David.Schell@bmo.com


 


with a copy to:


 


Bank of Montreal


c/o BMO Capital Markets Corp.


151 West 42nd Street


New York, New York 10036


Attention: Legal Department


Email: BMOCMUSLegal@bmo.com


 




    B-1 


     


    

Note A-9 Holder, Note A-10 Holder and Note A-11 Holder


 


Barclays Bank PLC


745 Seventh Avenue


New York, New York 10019


Attention: Adam Scotto


Email: adam.scotto@barclays.com


 


 




    B-2 


     


    

EXHIBIT C


PERMITTED FUND MANAGERS


		1.	Alliance Bernstein



		2.	Annaly Capital Management



		3.	Apollo Real Estate Advisors



		4.	Archon Capital, L.P.



		5.	AREA Property Partners



		6.	Artemis Real Estate Partners



		7.	BlackRock, Inc.



		8.	Capital Trust, Inc.



		9.	Clarion Partners



		10.	CreXus Investment Corporation/Annaly Capital Management



		11.	DigitalBridge Group, Inc.



		12.	DLJ Real Estate Capital Partners



		13.	Dune Real Estate Partners



		14.	Eightfold Real Estate Capital, L.P.



		15.	Five Mile Capital Partners



		16.	Fortress Investment Group LLC



		17.	Garrison Investment Group



		18.	Goldman, Sachs & Co.



		19.	H/2 Capital Partners LLC



		20.	Hudson Advisors



		21.	Investcorp International



		22.	iStar Financial Inc.



		23.	J.P. Morgan Investment Management Inc.



		24.	JER Partners



		25.	Lend-Lease Real Estate Investments



		26.	Libermax Capital LLC



		27.	LoanCore Capital



		28.	Lone Star Funds



		29.	Lowe Enterprises



		30.	Normandy Real Estate Partners



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



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



		33.	Praedium Group



		34.	Raith Capital Partners, LLC



		35.	Rialto Capital Management, LLC



		36.	Rialto Capital Advisors LLC



		37.	Rimrock Capital Management LLC



		38.	Rockpoint Group



		39.	Rockwood



		40.	RREEF Funds



		41.	Square Mile Capital Management



		42.	Starwood Capital Group/Starwood Financial Trust



		43.	The Blackstone Group



		44.	The Carlyle Group





    C-1 


     


    

		45.	Torchlight Investors



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



		47.	Westbrook Partners



		48.	WestRiver Capital



		49.	Wheelock Street Capital



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



 


 




    C-2 


     


    

EXHIBIT D


DECISIONMAKING PRIOR TO SECURITIZATION


Unanimous Decisions:


 


		(1)	Any increase or decrease in the weighted average spreads of the Mortgage Loan above or below the spreads specified in, or adjusted
pursuant to, the Mortgage Loan Documents.



		(2)	Any increase or decrease of the maximum term of any portion of the Mortgage Loan assuming the exercise of all extension options.



		(3)	Any substitution of the properties securing the Mortgage Loan.



		(4)	Any waiver, reduction, deferral or forgiveness of principal or interest for any portion of the Mortgage Loan.



		(5)	Any sale, transfer or encumbrance of any collateral for the Mortgage Loan or the underlying property, other than as specified in the
Mortgage Loan Documents.



		(6)	Any sale, transfer or encumbrance of any direct or indirect interests in the Borrower other than as set forth in the Mortgage Loan
Documents.



		(7)	Any release of the borrower or guarantor from any liability or obligation as set forth in the Mortgage Loan Documents except those
that are non-monetary and de minimis in nature.



		(8)	A release of material collateral for the Mortgage Loan to the extent the Lender has a consent right as set forth in the applicable
Mortgage Loan Documents.



		(9)	Waivers of, or approval of, material negative deviations from, any material economic terms of the Mortgage Loan Documents.



		(10)	Any material modification of or material amendment to the Mortgage Loan Documents not otherwise covered above (including, without
limitation, creating any mezzanine loans).



		(11)	Instituting, filing, commencing, acquiescing, petitioning or invoking any Insolvency Proceeding with respect to or against the Mortgage
Loan Borrower or any other affiliate of the Mortgage Loan Borrower that is a party to the Mortgage Loan (or applicable tranche thereof)
or all or any part of the Mortgage Loan Borrower’s or any such other party’s respective property or assets or ordering the
winding-up or liquidation of the affairs of the Mortgage Loan Borrower or such other party (notwithstanding the foregoing, each Note Holder
shall have the right to 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 Insolvency Proceeding by or against the Mortgage Loan Borrower or any such other party, solely with respect
to such Note Holder’s pro rata interest in the Mortgage Loan (or applicable tranche thereof).



 


Supermajority Decisions:


 


All decisions that are not Unanimous Decisions and not ministerial.


 






    D-1