Exhibit 4.14


EXECUTION VERSION


AGREEMENT BETWEEN NOTE HOLDERS






Dated as of June 25, 2020





by and among






SOCIETE GENERALE FINANCIAL CORPORATION

(Initial Note A-1 Holder)


and


SOCIETE GENERALE FINANCIAL CORPORATION

(Initial Note A-2 Holder)


ExchangeRight Net Leased Portfolio
32


 




    	 



    	 



    

TABLE OF CONTENTS


Page




	Section 1     Definitions	2
	Section 2     Servicing of the Mortgage Loan	16
	Section 3     Priority of Payments	24
	Section 4     Workout	25
	Section 5     Administration of the Mortgage Loan	25
	Section 6     Rights of the Controlling Note Holder	30
	Section 7     Appointment of Special Servicer	32
	Section 8     Payment Procedure	33
	Section 9     Limitation on Liability of the Note Holders	34
	Section 10   Bankruptcy	35
	Section 11   Representations of the Note Holders	35
	Section 12   No Creation of a Partnership or Exclusive Purchase Right	36
	Section 13   Other Business Activities of the Note Holders	36
	Section 14   Sale of the Notes	36
	Section 15   Registration of the Notes and Each Note Holder	39
	Section 16   Governing Law; Waiver of Jury Trial	40
	Section 17   Submission To Jurisdiction; Waivers	40
	Section 18   Modifications	41
	Section 19   Successors and Assigns; Third Party Beneficiaries	41
	Section 20   Counterparts	41
	Section 21   Captions	41
	Section 22   Severability	41
	Section 23   Entire Agreement	41
	Section 24   Withholding Taxes	42
	Section 25   Custody of Mortgage Loan Documents	43
	Section 26   Cooperation in Securitization	43
	Section 27   Notices	44
	Section 28   Broker	44
	Section 29   Certain Matters Affecting the Agent	44
	Section 30   Agency	45
	Section 31   Resignation of Agent	45
	Section 32   Resizing	45




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THIS AGREEMENT BETWEEN
NOTE HOLDERS (“Agreement”), dated as of June 25, 2020 by and among Societe Generale Financial Corporation (“SGFC”
and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the “Initial
Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”) and SGFC (together
with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the “Initial Note A-2
Holder” and, together with the Initial Note A-1 Holder, the “Initial Note Holders”).


W I T N E S S E T H:


WHEREAS, pursuant
to the Mortgage Loan Agreement (as defined herein), SGFC originated a certain loan (the “Mortgage Loan”) described
on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to the mortgage loan borrower described
on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which was evidenced, inter alia, by: (i)
one promissory note dated as of February 11, 2020 in the original principal amount of $64,270,000 (as amended, modified or supplemented,
the “Original Note A-1”) made by the Mortgage Loan Borrower in favor of SGFC and secured by a first mortgage
(as amended, modified or supplemented, the “Mortgage”) on certain real property located as described on the
Mortgage Loan Schedule and commonly known as “ExchangeRight Net Leased Portfolio 32” (the “Mortgaged Properties”);
WHEREAS, SGFC and the Mortgage Loan Borrower have agreed, pursuant to the Note Splitter Agreement, dated as of June 2, 2020, between
such parties, to split the Original Note into two promissory notes and the Mortgage Loan Borrower has executed and delivered to
SGFC (i) one promissory note in the original principal amount of $45,000,000 (as amended, modified or supplemented, “Note A-1”)
made by the Mortgage Loan Borrower in favor of the Initial Note A-1 Holder and (ii) one promissory note in the original principal
amount of $19,270,000 (as amended, modified or supplemented, “Note A-2” and together with Note A-1,
the “Notes”) made by the Mortgage Loan Borrower in favor of the Initial Note A-2 Holder.


WHEREAS, the Initial
Note A-1 Holder intends to sell, transfer and assign its right, title and interest in and to Note A-1 to Barclays Commercial
Mortgage Securities LLC (“Depositor”), as depositor, pursuant to a Mortgage Loan Purchase Agreement to be dated
as of June 12, 2020, by and between Depositor, as purchaser, and SGFC in its capacity as the Initial Note A-1 Holder, as seller,
and Depositor intends to transfer its right, title and interest in and to Note A-1 to Wilmington Trust, National Association,
as trustee for the BBCMS 2020-C7 Mortgage Trust under a pooling and servicing agreement, dated as of June 1, 2020 (the “Note
A-1 PSA”), among Depositor, as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital
Advisors, LLC, as special servicer, Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association,
as certificate administrator, and Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer;


WHEREAS, the Initial
Note A-2 Holder intends, but is not bound, to sell, transfer and assign all or a portion of its right, title and interest in and
to Note A-2 to a depositor who will in turn transfer the same to a trust as part of the securitization of one or more mortgage
loans; and




    	 



    	 



    

WHEREAS, the Initial
Note Holders desire to enter into this Agreement to memorialize the terms under which they, and their successors and assigns, shall
hold their respective 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 in the Lead Securitization Servicing Agreement. Whenever used in this Agreement, the following terms shall have the respective
meanings set forth below unless the context clearly requires otherwise.


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


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


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


“Agent Office”
shall mean the designated office of the Agent, which office at the date of this Agreement is located at Societe Generale Financial
Corporation, 245 Park Avenue, New York, New York 10167, Attention: Jim Barnard, Facsimile number: (212) 278-2074, Email address:
Jim.Barnard@sgcib.com, and which is the address to which notices to and correspondence with the Agent should be directed. The Agent
may change the address of its designated office by notice to the Note Holders.


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


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


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


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


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




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


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


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


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


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


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


“Controlling
Note Holder” shall mean the Note A-1 Holder; provided that at any time Note A-1 is included in a Securitization,
references to the “Controlling Note Holder” herein shall mean the holders of the majority of the class of securities
issued in such Securitization designated as the “controlling class” or such other class(es) otherwise 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 if at any time 50% or more of Note A-1 (or class of securities issued
in the Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned the rights
to exercise the rights of the “Controlling Note Holder”) is held by the Mortgage Loan Borrower or an Affiliate of the
Mortgage Loan Borrower, the Note A-1 Holder(or the class of securities issued in the Lead Securitization designated as the “controlling
class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Note Holder”)
shall not be entitled to exercise any rights of the Controlling Note Holder (in which event, the Servicer shall, subject to the
Servicing Standard, exercise the rights of the “Controlling Note Holder”) (and if the Controlling Note is included
in a Securitization, the related Securitization Servicing Agreement may contain other limitations on the rights of the Controlling
Note Holder that can be exercised by a certificateholder that is the Mortgage Loan Borrower or has certain relationships with the
Mortgage Loan Borrower).


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


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


“Depositor”
shall mean (i) with respect to the Note A-1 Securitization, Barclays Commercial Mortgage Securities LLC and (ii) with respect
to the Note A-2 Securitization, the depositor under the Note A-2 PSA. “Event of Default” shall mean,
with respect to the Mortgage Loan, an “Event of Default” as defined in the Mortgage Loan Agreement.




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


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


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


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


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


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


“Interest
Rate” shall mean the Interest Rate (as defined in the Mortgage Loan Documents).


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


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




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


“Lead Asset
Representations Reviewer” shall mean the “Asset Representations Reviewer” as defined in the Lead Securitization
Servicing Agreement.


“Lead Securitization”
shall mean during the period from and after the Note A-1 Securitization Date, the Note A-1 Securitization.


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


“Lead Securitization
Note” shall mean during the period from and after the Note A-1 Securitization Date, Note A-1.


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


“Lead Securitization
Servicing Agreement” shall mean (a) during the period from and after the Note A-1 Securitization Date, the Note A-1
PSA, and (b) on and after the date on which 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 during the period from and after the Note A-1 Securitization Date, the trust established under
the Note A-1 PSA in connection with the Note A-1 Securitization.


“Loan Combination
Custodial Account” shall mean the “Companion Distribution Account” or similar term for such account as defined
in the Lead Securitization Servicing Agreement.


“Major Decisions”
shall have the meaning given to such term or one or more analogous terms in the Lead Securitization Servicing Agreement; provided
that at any time none of the Notes are included in a Securitization, “Major Decision” shall mean:


(i)           
any proposed or actual foreclosure upon or comparable conversion (which shall include acquisitions of any REO Property)
of the ownership of the property or properties securing the Mortgage Loan if it comes into and continues in default;


(ii)           
any modification, consent to a modification or waiver of any monetary term (other than late fees and default interest) or
material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of the
Mortgage Loan or any extension of the maturity date of the Mortgage Loan;




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(iii)           
following a default or an event of default with respect to the Mortgage Loan, any exercise of remedies, including the acceleration
of the Mortgage Loan or initiation of any proceedings, judicial or otherwise, under the related Mortgage Loan Documents;


(iv)           
any sale of the Mortgage Loan (when it is a Defaulted Mortgage Loan) or REO Property for less than the applicable Purchase
Price (as defined in the Lead Securitization Servicing Agreement);


(v)           
any determination to bring the Mortgaged Properties or an REO Property into compliance with applicable environmental laws
or to otherwise address any Hazardous Materials (as defined in the Lead Securitization Servicing Agreement) located at any of the
Mortgaged Properties or an REO Property;


(vi)           
any release of material collateral or any acceptance of substitute or additional collateral for the Mortgage Loan or any
consent to either of the foregoing, other than if required pursuant to the specific terms of the related Mortgage Loan Documents
and for which there is no lender discretion;


(vii)           
any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Mortgage Loan or
any consent to such a waiver or consent to a transfer of the Mortgaged Properties or interests in the borrower;


(viii)           
any incurrence of additional debt by a borrower or any mezzanine financing by any beneficial owner of a borrower (to the
extent that the lender has consent rights pursuant to the Mortgage Loan Documents);


(ix)           
any material modification, waiver or amendment of an intercreditor agreement, co-lender agreement or similar agreement with
any mezzanine lender or subordinate debt holder related to the Mortgage Loan, or any action to enforce rights (or decision not
to enforce rights) with respect thereto, or any material modification, waiver or amendment thereof;


(x)           
any property management company changes, including, without limitation, approval of the termination of a manager and appointment
of a new property manager or franchise changes (in each case, if the lender is required to consent or approve such changes under
the Mortgage Loan Documents);


(xi)           
releases of any material amounts from any escrow accounts, reserve funds or letters of credit, in each case, held as performance
escrows or reserves, other than those required pursuant to the specific terms of the related Mortgage Loan Documents and for which
there is no lender discretion;


(xii)           
any acceptance of an assumption agreement releasing a borrower, guarantor or other obligor from liability under the Mortgage
Loan other than pursuant to the specific terms of such Mortgage Loan and for which there is no lender discretion;




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(xiii)           
any determination of an Acceptable Insurance Default;


(xiv)           
any determination by the Master Servicer to transfer the Mortgage Loan to the Special Servicer due to a default under the
Mortgage Loan Documents that (a) is reasonably foreseeable, (b) will materially impair the value of the Mortgaged Properties
as security for the Mortgage Loan or Serviced Pari Passu Companion Loan(s) or otherwise materially or adversely affect the interest
of certificateholders (or the related holder(s) Serviced Pari Passu Companion Loan), and (iii) is likely to continue unremedied
for the applicable cure period under the terms of the Mortgage Loan Documents, or if no cure period is specified and the default
is capable of being cured, for the time period specified in the Lead Securitization Servicing Agreement applicable to such circumstances;
or


(xv)           
any modification, waiver or amendment of any lease, the execution of any new lease or the granting of a subordination and
nondisturbance or attornment agreement in connection with any lease, at the Mortgaged Properties if (a) the lease involves a ground
lease or lease of an outparcel or affects an area greater than or equal to the lesser of (1) 30% of the net rentable area of the
improvements at any of the Mortgaged Properties and (2) 30,000 square feet of the improvements at any of the Mortgaged Properties
and (b) either approval of such transaction by the Master Servicer is not expressly permitted under the Lead Securitization Servicing
Agreement or the Mortgage Loan is a Specially Serviced Mortgage Loan.


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


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


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


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


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


“Mortgage
Loan Agreement” shall mean the Loan Agreement, dated as of February 11, 2020, between ExchangeRight Net Leased Portfolio
32 DST, as Borrower, and SGFC, as Lender, as may be amended, restated, supplemented or otherwise modified from time to time, subject
to the terms hereof.


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


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




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


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


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


“Mortgage”
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” means each of Note A-2 and any New Note designated as a “Non-Controlling Note” hereunder pursuant to
Section 32.


“Non-Controlling
Note Holder” shall mean the Note A-2 Holder; provided that at any time Note A-2 is included in a Securitization,
references to the “Non-Controlling Note Holder” herein with respect to such Note shall mean the Controlling Class Representative
under the related Non-Lead Securitization Servicing Agreement or any other party assigned the rights to exercise the rights of
the “Non-Controlling Note Holder” hereunder, as and to the extent provided in the related 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. If at any time 50% or more of a Non-Controlling Note is held by (or the majority “controlling
class” holder or other party assigned the rights to exercise the rights of such “Non-Controlling Note Holder”
(as described above) is) the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, such Non-Controlling Note Holder
shall not be entitled to exercise any rights of the Non-Controlling Note Holder (in which event, the applicable Non-Lead Master
Servicer or Non-Lead Special Servicer, as applicable, shall subject to the applicable servicing standard, exercise the rights of
the Non-Controlling Note Holder) and neither any Non-Controlling Note Holder nor any other person shall be entitled to exercise
the rights of such Non-Controlling Note Holder (and if the Non-Controlling Note is included in a Securitization, the related Securitization
Servicing Agreement shall contain limitations on the rights of any Non-Controlling Note Holder that can be exercised by a certificateholder
that is the Mortgage Loan Borrower or has certain relationships with the Mortgage Loan Borrower). 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 exercising the rights of each “Non-Controlling Note Holder” herein or under the Lead Securitization
Servicing Agreement and, (x) to the extent that the related Securitization Servicing Agreement assigns such rights to more than
one party or (y) to the extent any Note is split into two or more New Notes pursuant to Section 32, for purposes of this Agreement,
the applicable Securitization Servicing Agreement or the holders of such New Notes shall designate one party to deal with the Lead
Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) and provide written notice of
such designation to the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer acting on its behalf);
provided that, in the absence of such designation and notice, the Lead Securitization Note Holder (or the Master Servicer or the




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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 the Non-Controlling
Note Holder, as the Non-Controlling Note Holder for all purposes of this Agreement. As of the date hereof and until further notice
from the Non-Lead Securitization Note Holder (or the Non-Lead Master Servicer or another party acting on its behalf), the Initial
Note A-2 Holder is the Non-Controlling Note Holder.


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


“Non-Exempt
Person” shall mean any Person other than a Person who is either (i) a U.S. Person or (ii) has on file with
the Agent for the relevant year such duly-executed form(s) or statement(s) which may, from time to time, be prescribed by law and
which, pursuant to applicable provisions of (A) any income tax treaty between the United States and the country of residence
of such Person, (B) the Code or (C) any applicable rules or regulations in effect under clauses (A) or (B) above,
permit the Servicer on behalf of the Note Holders to make such payments free of any obligation or liability for withholding on
account of Taxes, provided that a Person shall not be treated as a Non-Exempt Person to the Extent that such Person’s failure
to comply with clause (ii) is due to a change in law after the date the Person acquired an interest in the Mortgage Loan.


“Non-Lead
Asset Representations Reviewer” shall mean the “Asset Representations Reviewer” under the Non-Lead Securitization
Servicing Agreement.


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


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


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


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


“Non-Lead
Securitization Note” shall mean any Note that is not the Lead Securitization Note.


“Non-Lead
Securitization Note Holders” shall mean the holder of a Non-Lead Securitization Note.


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


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




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“Non-Lead
Trustee” shall mean the “trustee” under any Non-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
Master Servicer” shall mean the master servicer under the Note A-1 PSA.


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


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


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


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


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


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


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


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


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


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


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




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


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


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


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


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


“Notes”
shall mean, collectively, Note A-1 and Note A-2.


“Operating
Advisor” shall mean the “trust advisor”, “operating advisor” or other analogous term and its
successor in interest, or any successor appointed as provided in the Lead Securitization Servicing Agreement.


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


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


“Percentage
Interest” shall mean with respect to any Note and the applicable Note Holder, a fraction, expressed as a percentage,
the numerator of which is the Note Principal Balance of such Note and the denominator of which is the sum of the Note Principal
Balances of all of the Notes.


“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.




    	-11- 



    	 



    

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


(a)               
an entity Controlled (as defined above) by any of the Initial Note Holders, or


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


(c)               
one or more of the following:


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


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


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




    	-12- 



    	 



    

and, if applicable, each Intervening
Trust Vehicle that is not administered and managed by a CDO Asset Manager which is a Qualified Institutional Lender, are each a
Qualified Institutional Lender under clauses (i), (ii), (iv) or (v) of this definition, or


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


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


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


(d)              
any entity Controlled by any of the entities described in clause (b) above or approved by the Rating Agencies hereunder
as a Qualified Institutional Lender for purposes of this Agreement.


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


“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 designated by any Note Holder to rate the securities issued in




    	-13- 



    	 



    

connection with the Securitization of
the related Note; provided, however, that, at any time during which the Mortgage Loan is an asset of one or more Securitizations,
“Rating Agencies” or “Rating Agency” shall mean only those rating agencies that are engaged
from time to time to rate the securities issued in connection with the Securitizations of the Notes.


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


“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 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.


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


“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 DBRS Morningstar, such special servicer is currently
acting as special servicer for one or more loans included in a commercial mortgage loan securitization that is rated by DBRS Morningstar,
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 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 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




    	-14- 



    	 



    

downgrade or withdrawal) of securities
in a transaction serviced by such special servicer prior to the time of determination.


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


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


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


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


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


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


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


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization pursuant to which Note A-1 or Note A-2 is 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
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.




    	-15- 



    	 



    

“Special
Servicer” shall mean the special servicer or its successor in interest, or any successor appointed as provided in the
Lead Securitization Servicing Agreement.


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


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


“Trustee”
shall mean the trustee or its successor in interest, or any successor 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 has elected to be treated as a U.S. Person).


Section 2.               
Servicing of the Mortgage Loan.


(a)               
Each Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced
from and after the Note A-1 Securitization Date by the Note A-1 Master Servicer and the Note A-1 Special Servicer
pursuant to the terms of this Agreement and the terms of the Note A-1 PSA, provided that the Master Servicer shall
not be obligated to advance monthly payments of principal or interest in respect of any Note other than the Lead Securitization
Note if such principal or interest is not paid by the Mortgage Loan Borrower but shall be obligated to advance delinquent real
estate taxes, insurance premiums and other expenses related to the maintenance of the Mortgaged Properties and maintenance and
enforcement of the lien of the Mortgage thereon, 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 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




    	-16- 



    	 



    

Mortgage Loan on its behalf under
the Lead Securitization Servicing Agreement (subject at all times to the rights of the Note Holder set forth herein and in the
Lead Securitization Servicing Agreement). In no event shall the Lead Securitization Servicing Agreement require the Servicer to
enforce the rights of any Note Holder or limit the Servicer in enforcing the rights of one Note Holder against any other Note Holder;
however, this statement shall not 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 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, and shall not take any action or refrain from taking any action or follow any direction inconsistent with the foregoing.


If, 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 if a Non-Lead Securitization Note is in a Securitization, then a written confirmation shall
have been obtained from each Rating Agency that the appointment of the servicer(s) pursuant to such servicing agreement would not,
in and of itself, cause a downgrade, qualification or withdrawal of the then-current ratings assigned to the securities issued
in connection with such Securitization; provided, further, however, that until a replacement servicing agreement has been
entered into, the Lead Securitization Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the
Lead Securitization Servicing Agreement as if such agreement were still in full force and effect with respect to the Mortgage Loan,
by the Servicer in the Lead Securitization or by any Person appointed by the Lead Securitization Note Holder that is a qualified
servicer meeting the requirements of the Lead Securitization Servicing Agreement.


(b)              
The Master Servicer shall be the lead master servicer on the Mortgage Loan, and from time to time it (or the Trustee, to
the extent provided in the Lead Securitization Servicing Agreement) shall make the following advances, subject to the terms of
the Lead Securitization Servicing Agreement and this Agreement: (i) Servicing Advances on the Mortgage Loan and (ii) P&I Advances
on the Lead Securitization Note. The Master Servicer, the Special Servicer and the Trustee, as applicable, will be entitled to
reimbursement for a Servicing Advance, first from funds on deposit in the Collection Account (as defined in the Lead Securitization
Servicing Agreement) and/or the Loan Combination Custodial 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 Nonrecoverable Servicing Advances, if such funds on deposit
in the Loan Combination Custodial Account are insufficient, from general collections of the Lead Securitization as provided in
the Lead Securitization Servicing Agreement and from general collections of the Non-Lead Securitization as provided below. The
Master Servicer, the Special Servicer and the Trustee, as applicable, will be entitled to reimbursement for advance interest on
a Servicing Advance or a Nonrecoverable Servicing Advance, in the manner and from the sources provided in the Lead Securitization
Servicing Agreement, including from general collections of the Lead Securitization and, in the case of Servicing Advances, from
general collections of Non-Lead Securitizations as provided below.




    	-17- 



    	 



    

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 Nonrecoverable Servicing Advance or any advance interest on a Servicing Advance or
a Nonrecoverable Servicing Advance, the Non-Lead Securitization Note Holders (including any Securitization Trust into which a Non-Lead
Securitization Note is deposited) shall be required to, promptly following notice from the Master Servicer, reimburse the Lead
Securitization for its pro rata share of such Nonrecoverable Servicing Advance or advance interest.


In addition,
each 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, 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 or the Depositor, as applicable, is entitled to be reimbursed
pursuant to the Lead Securitization Servicing Agreement, to the extent amounts on deposit in the “Loan Combination Custodial
Account” that are allocated to the applicable Non-Lead Securitization Note are insufficient for reimbursement of such amounts
and to the extent that funds from general collections in the Lead Securitization are applied towards the Lead Securitization Note
Holder’s pro rata share of the insufficiency. Each Non-Lead Securitization Note Holder agrees to indemnify (as and
to the same extent the Lead Securitization Trust is required to indemnify each of the following parties in respect of other mortgage
loans in the Lead Securitization Trust pursuant to the terms of the Lead Securitization Servicing Agreement) each of the Depositor
under the Lead Securitization Servicing Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer and the Trustee (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) (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 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 “Loan Combination
Custodial Account” are insufficient for reimbursement of such amounts, such Non-Lead Securitization Note Holder shall be
required to, promptly following notice from the Master Servicer, reimburse each of the applicable Indemnified Parties for its pro
rata share of the insufficiency; provided, however, that each Non-Lead Securitization Note Holder’s duty to pay 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 Non-Lead
Securitization Servicing Agreement.


Any 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




    	-18- 



    	 



    

and this Agreement. The Master Servicer,
the Special Servicer and the Trustee, as applicable, shall be entitled to make their own recoverability determinations 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 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 Non-Lead Securitization Servicing Agreement. The Master Servicer and the Trustee, as applicable,
and any Non-Lead Master Servicer or Non-Lead Trustee, as applicable, shall 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 the Non-Lead
Trustee, as applicable (with respect to a Non-Lead Securitization Note), determines that a proposed P&I Advance, if made, would
be non-recoverable or an outstanding P&I Advance is or would be non-recoverable, or if the Master Servicer, the Special Servicer
or the Trustee, as applicable, subsequently determines that a proposed Servicing Advance would be non-recoverable or an outstanding
Servicing Advance is or would be non-recoverable, then the Master Servicer or the Trustee (as provided in the Lead Securitization
Servicing Agreement, in the case of a determination of non-recoverability by the Master Servicer, the Special Servicer or the Trustee)
or such Non-Lead Master Servicer or Non-Lead Trustee (as provided in the related Non-Lead Securitization Servicing Agreement, in
the case of the a determination of non-recoverability by a Non-Lead Master Servicer, a Non-Lead Special Servicer or a Non-Lead
Trustee) shall notify the Master Servicer and the Trustee, or the related Non-Lead Master Servicer and the related Non-Lead Trustee,
as the case may be, of such other Securitizations within one business day of making such determination. Each of the Master Servicer
and the Trustee, any Non-Lead Master Servicer and any Non-Lead Trustee, as applicable, shall only be entitled to reimbursement
for a P&I Advance and advance interest thereon that becomes non-recoverable first from the Loan Combination Custodial
Account from amounts allocable to the Note for which such P&I Advance was made, and then, if 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 the 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 (to the extent the Lead Securitization
Note Holder is required to pay its pro rata share) of any Nonrecoverable Servicing Advances (and advance interest thereon)
and any additional trust fund expenses, 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 in the
event that the funds received with respect to each respective Note are insufficient to cover




    	-19- 



    	 



    

such Servicing Advances or additional
trust fund expenses, (i) the related Non-Lead Master Servicer will be required to, promptly following notice from the Master Servicer,
reimburse the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee, as applicable,
out of general funds 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 Nonrecoverable Servicing Advances
(together with advance interest thereon) and/or additional trust fund expenses (including compensation due to the Master Servicer
and the Special Servicer to the extent related to the servicing and administration of the Mortgage Loan and the Mortgaged Properties),
and (ii) if the Lead Securitization Servicing Agreement permits the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor or the Trustee to reimburse itself from the Lead Securitization Trust’s general account, then the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee, as applicable, may do so and
the related Non-Lead Master Servicer will be required to, promptly following notice from the Master Servicer, reimburse the Lead
Securitization Trust out of general funds 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 (to the extent the Lead Securitization
Note Holder is required to pay its pro rata share) of any such Nonrecoverable Servicing Advances (together with advance
interest thereon) and/or additional trust fund expenses (including compensation due to the Master Servicer and the Special Servicer
to the extent related to the servicing and administration of the Mortgage Loan and the Mortgaged Properties);


(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 “Loan Combination Custodial Account” that are allocated to the Non-Lead Securitization Note 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 funds in the collection account (or equivalent account)
established under such Non-Lead Securitization Servicing Agreement; provided, however, that such Non-Lead Securitization Servicing
Agreement may include limitations and conditions on the payment or reimbursement of Indemnified Items to the Operating Advisor
(including limitations and conditions with respect to the timing of such payments or reimbursements and the sources of funds for
such payments or reimbursements);


(iii)           
the related Non-Lead Master Servicer will be required to deliver to the Trustee, the Certificate Administrator, the Special
Servicer, the Operating Advisor and Master Servicer (i) promptly following Securitization of such Non-Lead Securitization Note,
notice of the deposit of such Non-Lead Securitization Note into a Securitization Trust (which notice shall also provide contact
information for the related Non-Lead Trustee, certificate administrator, Non-Lead Master Servicer, Non-Lead Special Servicer




    	-20- 



    	 



    

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 (ii) 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);


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


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


(d)              
Prior to the Securitization of any Note (including any New Note), all notices, reports, information or other deliverables
required to be delivered to a Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead
Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) only need to be delivered to the
related Note Holder (or its Note Holder Representative) and, when so delivered to such Note Holder (or Note Holder Representative,
as applicable), the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall
be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing
Agreement. Following the Securitization of any Note (including any New Note), as applicable, all notices, reports, information
or other deliverables 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 or
with respect to a Note that has not been securitized, the related Note Holder) and, when so delivered to such master servicer and
the special servicer, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf)
shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization
Servicing Agreement.


(e)               
The Note A-1 PSA 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 Note A-1
Trust Fund, (ii) required by law or changes in any law, rule or regulation or (iii) requested by the Rating Agencies rating the
Note A-1 Securitization.


(f)               
In the event any filing is required to be made by a Non-Lead Depositor under the Lead Securitization Servicing Agreement
in order to comply with such Non-Lead Depositor’s requirements under the Securities Exchange Act of 1934, as amended, the
related Lead Securitization Note Holder (including the related Lead Depositor and Lead Trustee) shall use commercially reasonable
efforts to timely comply with any such filing.




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(g)              
Each Non-Lead Securitization Note Holder shall give each of the parties to the Note A-1 PSA, (that will not also be
a party to the related Non-Lead Securitization Servicing Agreement), as applicable, notice of the related Securitization in writing
(which may be by e-mail) not more than ten (10) Business Days subsequent to the related Securitization Date. Such notice shall
contain contact information for each of the parties to the related Non-Lead Securitization Servicing Agreement.


(h)              
The Lead Securitization Servicing Agreement shall provide that compensating interest payments as defined therein with respect
to the Notes will be allocated by the Master Servicer among each Note, pro rata, in accordance with their respective principal
amounts. The Master Servicer shall remit any compensating interest payment in respect of each Non-Lead Securitization Note to the
applicable Non-Lead Securitization Note Holder.


(i)                
The Lead Securitization Servicing Agreement shall provide that (i) each of the Master Servicer and Special Servicer agree
to deliver to each Non-Lead Securitization Non-Lead Securitization Note Holder or Non-Lead Servicer (a) customary CREFC®
reports required to be delivered by the Master Servicer and/or Special Servicer to the Non-Lead Master Servicer under the Lead
Securitization Servicing Agreement not later than 5:00 p.m. (New York City time) on each related “Serviced Whole Loan Remittance
Date” as defined in the Lead Securitization Servicing Agreement and (b) all other reports related to the Mortgage Loan and
Mortgaged Properties in order to permit the applicable Non-Lead Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee
to comply in a timely manner with their respective reporting obligations under the related Non-Lead Securitization Servicing Agreement,
(ii) in connection with (x) any amendment of the Lead Securitization Servicing Agreement, a party to the Lead Securitization Servicing
Agreement is required to provide promptly a copy of the executed amendment to each Non-Lead Depositor and one or more parties to
the Non-Lead Securitization Servicing Agreement (which may be by email), together with a copy of such amendment in EDGAR compatible
format, no later than the effective date of such amendment, and (y) the termination, resignation and/or replacement of the Master
Servicer or Special Servicer, such replacement Master Servicer or Special Servicer, as applicable, is required to provide all disclosure
about itself that is required to be included in Form 8-K no later than the date of effectiveness thereof, (iii) each Non-Lead Securitization
Note Holder is an intended third-party beneficiary of the rights under the Lead Securitization Servicing Agreement to the extent
such rights affect the related Non-Lead Securitization Note or the related Non-Lead Securitization Note Holder, (iv) it shall not
be amended in any manner that materially and adversely (or words of similar import) affects the Non-Lead Securitization Note Holders
without the consent of such parties, (v) if a Non-Lead Securitization Note becomes the subject of an “Asset Review”
(or such similar term, as defined in the related Non-Lead Securitization Servicing Agreement), the applicable parties to the Lead
Securitization Servicing Agreement are required to reasonably cooperate with the related Non-Lead Asset Representations Reviewer
or other applicable party to the related Non-Lead Securitization Servicing Agreement in connection with such Asset Review (or a
substantially similar provision), including with respect to providing access to related underlying documents, (vi) the Master Servicer
or Trustee, as applicable, shall be required to notify each Non-Lead Master Servicer and Non-Lead Trustee of the amount of any
P&I Advance it has made with respect to the Mortgage Loan or Servicing Advance it has made within two (2) Business Days of
making




    	-22- 



    	 



    

such advance, (vii) if the Master
Servicer, Special Servicer of Trustee determines that a proposed P&I Advance or Servicing Advance, if made, or any outstanding
P&I Advance or Servicing Advance previously made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer
or the Trustee, as applicable, shall provide to the applicable Non-Lead Master Servicer and Non-Lead Special Servicer written notice
of such determination within two (2) Business Days of the date of such determination, (viii) the servicing duties of the Master
Servicer and Special Servicer shall include the duty to service the Mortgage Loan and all of the Notes on behalf of the Note Holders
in accordance with the terms and provisions of this Agreement, the Lead Securitization Servicing Agreement and the Servicing Standard,
(ix) the Non-Lead Securitization Note Holders, Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Trustee shall be
entitled to the same indemnity with respect to the Mortgage Loan as the Lead Securitization Note Holder, Master Servicer, Special
Servicer and Trustee, respectively, is provided with respect to the Mortgage Loan under the Lead Securitization Servicing Agreement,
(x) any late collections received by the Master Servicer relating to the Mortgage Loan shall be remitted by the Master Servicer
to the Non-Lead Master Servicer within two (2) Business Days following receipt of such late collections, (xi) the Non-Lead Securitization
Note Holder is an intended third-party beneficiary with respect to the rights afforded under the Lead Securitization Servicing
Agreement, (xii) each of the Non-Lead Master Servicer and the Non-Lead Special Servicer is an intended third-party beneficiary
with respect to all provisions in the Lead Securitization Servicing Agreement expressly relating to compensation, reimbursement
or indemnification, (xiii) Servicer Termination Events with respect to the Master Servicer and the Special Servicer shall include
(a) the failure to remit payments to the Non-Lead Securitization Note Holders as and when required by the Lead Securitization Servicing
Agreement; (b) the qualification, downgrade or withdrawal of ratings of any class of certificates in any Securitization of a Non-Lead
Securitization Note; and (c) the failure to provide to any Non-Lead Securitization Note Holder (if and to the extent required under
the applicable Non-Lead Securitization Servicing Agreement) reports required under the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder, in a timely fashion, (xiv) upon the occurrence of a Servicer Termination Event with respect
to a Non-Lead Securitization Note Holder, the Trustee shall, upon the direction of the related Non-Lead Securitization Note Holder,
require the appointment of a subservicer with respect to the related Note or termination of the Master Servicer or Special Servicer,
as applicable and (xv) any conflict between the terms of this Agreement and the Lead Securitization Servicing Agreement shall be
resolved in favor of this Agreement.


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 Properties or amounts realized as proceeds
thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty,
letter of credit or other collateral or instrument securing the Mortgage Loan, Condemnation Proceeds, or Insurance Proceeds (other
than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Properties or released to the
Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents), but excluding (x) all amounts for required
reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents)
to be held as reserves or escrows or received as




    	-23- 



    	 



    

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 and (y) all amounts that are then due, payable or reimbursable (except for
(i) any P&I Advances (and interest thereon) made with respect to each Note which may only be reimbursed out of payments and
collections allocable to each Note, as applicable, on the Lead Securitization Note and (ii) any Servicing Fees due to the Master
Servicer in excess of such 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) to any Servicer, with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including
without limitation, any additional trust fund expenses under the Lead Securitization Servicing Agreement relating to the Mortgage
Loan (but subject to second paragraph of Section 5(d) hereof) reimbursable to, or payable by, such parties and any Special
Servicing Fees, Liquidation Fees, Workout Fees, Default Charges (to the extent provided in the immediately following paragraph)
and any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the
Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis.


For clarification
purposes, Default Charges (as defined in the Lead Securitization Servicing Agreement) paid on each Note shall be allocated to the
Notes on a Pro Rata and Pari Passu Basis and applied 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 (other than Special Servicing Fees, unpaid Workout
Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement)
and finally, in the case of the remaining amount of Default Charges allocable to the Lead Securitization Note or the Non-Lead
Securitization Note, be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided
in the Lead Securitization Servicing Agreement.


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


               





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      Section
5.                Administration of the Mortgage
Loan.


(a)               
Subject to this Agreement (including but not limited to Section 5(c)) and the Lead Securitization Servicing Agreement
and subject to the rights and consents, where required, of the Controlling Note Holder Representative, the Lead Securitization
Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder)
shall have the sole and exclusive authority with respect to the administration of, and exercise of rights and remedies with respect
to, the Mortgage Loan, including, without limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan
Documents or consent to any action or failure to act by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents,
call or waive any Event of Default, accelerate the Mortgage Loan or institute any foreclosure action or other remedy, and no Non-Lead
Securitization Note Holder shall have 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, each Non-Lead Securitization Note Holder agrees
that it shall have no right to, and hereby presently and irrevocably assigns and conveys to the Note A-1 Holder (or the 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 prior to the applicable Non-Lead Securitization Date to, and each Non-Lead Securitization Note Holder hereby
presently and irrevocably assigns and conveys to the Note A-1 Holder (or the Master Servicer, the Special Servicer or the Trustee
acting on behalf of the Lead Securitization Note Holder from and after the Note A-1 Securitization Date) the rights, if any, that
such Note Holder has from and after the applicable Non-Lead Securitization Date, to, (i) call or cause the Lead Securitization
Note Holder to call an Event of Default under the Mortgage Loan, or (ii) exercise any remedies with respect to the Mortgage
Loan or the Mortgage Loan Borrower, including, without limitation, filing or causing the Lead Securitization Note Holder to file
any bankruptcy petition against the Mortgage Loan Borrower. The Lead Securitization Note Holder (or the Master Servicer, the Special
Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) 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 Mortgage Loan, to sell the Notes together as notes
evidencing one whole loan in accordance with the terms of the Lead Securitization Servicing Agreement. In connection with any such
sale, the Special Servicer shall be required to sell the Notes together as notes evidencing one whole loan and shall require that
all offers be submitted to the Certificate Administrator or Special Servicer, as applicable, in accordance with the terms of the
Lead Securitization Servicing Agreement in writing. Whether any cash offer constitutes a fair price for the Mortgage Loan shall
be determined by the Trustee or Special Servicer, as applicable, in accordance with the terms of the Lead Securitization Servicing
Agreement; provided, that no offer from an Interested Person shall constitute a fair




    	-25- 



    	 



    

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 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 shall
instruct the Appraiser to take into account (in addition to the results of any Appraisal or updated Appraisal that it may have
obtained pursuant to the Lead Securitization Servicing Agreement), as applicable, among other factors, the period and amount of
any delinquency on the affected Mortgage Loan, the occupancy level and physical condition of the related Mortgaged Properties and
the state of the respective local economies. The Trustee may conclusively rely on the opinion of an Independent appraiser or other
Independent expert in real estate matters retained by the Trustee at the expense of the Holders in connection with making such
determination. Notwithstanding the foregoing, the Lead Securitization Note Holder (or the Special Servicer acting on behalf of
the Lead Securitization Note Holder) shall not be permitted to sell the Mortgage Loan without the written consent of each Non-Lead
Securitization Note Holder (unless 50% or more of Note A-1 or Note A-2, as applicable (or the class of securities issued
in the related Non-Lead Securitization designated as the “controlling class” or such other class(es) otherwise
assigned the rights to exercise the rights of the “Controlling Note Holder”) is held by the Mortgage Loan Borrower
or an Affiliate of the Mortgage Loan Borrower) unless the Special Servicer has delivered to such Non- Lead Securitization Note
Holder: (a) at least fifteen (15) Business Days prior written notice of any decision to attempt to sell the Mortgage Loan; (b)
at least ten (10) days prior to the proposed sale date, a copy of each bid package (together with any amendments to such bid packages)
received by the Special Servicer in connection with any such proposed sale, (c) at least ten (10) days prior to the proposed sale
date, a copy of the most recent Appraisal for the Mortgage Loan, and any documents in the Servicing File requested by such Non-Lead
Securitization Note Holder and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded
to other offerors and the related Directing Certificateholder (or other similar term)) 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; provided that any majority holder of any Non-Lead Securitization
Note or the related Directing Certificateholder may waive any of the delivery or timing requirements set forth in this sentence.
Subject to the foregoing, each of the Controlling Note Holder, the Controlling Note Holder Representative, the Non-Controlling
Note Holders and any Non-Controlling Note Holder Representatives shall be permitted to bid at any sale of the Mortgage Loan.


Each Note Holder
(to the extent it is not the same entity as the Lead Securitization Note Holder) hereby appoints, effective upon the Mortgage Loan
becoming a Defaulted Mortgage Loan, 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




    	-26- 



    	 



    

powers of attorney or other instruments
as the Lead Securitization Note Holder may reasonably request to better assure and evidence the foregoing appointment and grant,
in each case promptly following request, and shall deliver its original Note, endorsed in blank, to or at the direction of the
Lead Securitization Note Holder in connection with the consummation of any such sale.


The authority
of the Lead Securitization Note Holder to sell any of the Non-Lead Securitization Notes, 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 Agreement in connection with a material breach of a representation or warranty made
by such Person with respect to the Lead Securitization Note or a material document defect with respect to the documents delivered
by such Person with respect to the Lead Securitization Note upon the consummation of the Lead Securitization. The preceding sentence
shall not be construed to grant to any Non-Lead Securitization Note Holder the benefit of any representation or warranty made by
the holder of the Lead Securitization Note that sold such Lead Securitization Note into the Lead Securitization or any document
delivery obligation imposed on such Person under any mortgage loan purchase and sale agreement, instrument of transfer or other
document or instrument that may be executed or delivered by such Person in connection with the Lead Securitization.


(b)              
The administration of the Mortgage Loan shall be governed by this Agreement and the Lead Securitization Servicing Agreement.
The servicing of the Mortgage Loan shall be carried out by the Master Servicer and, if the Mortgage Loan is a Specially Serviced
Mortgage Loan (or to the extent otherwise provided in the Lead Securitization 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 that the servicing of the Mortgage Loan shall be subject to 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. The Lead Securitization Servicing Agreement shall not be amended in any manner that may adversely affect
any Non-Lead Securitization Note Holder in its capacity as Non-Lead Securitization Note Holder without the applicable Non-Lead
Securitization Note Holder’s prior written consent. Each Non-Lead Securitization Note Holder (unless it is the same Person
as or an Affiliate of the Mortgage Loan Borrower) shall be a third-party beneficiary to the Lead Securitization Servicing Agreement
with respect to its rights as specifically provided for therein.


(c)               
Notwithstanding the foregoing, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting
on its behalf) shall be required (i) to provide copies of any notice, information and report that it is required to provide to
the Lead




    	-27- 



    	 



    

Securitization Directing Certificateholder
pursuant to the Lead Securitization Servicing Agreement with respect to any Major Decisions or the implementation of any recommended
actions outlined in an Asset Status Report relating to the Mortgage Loan, to each Non-Lead Securitization Note Holder (or its related
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 expiration of the Subordinate Control Period or
the Collective Consultation Period) and (ii) to consult with each Non-Controlling Note Holder (or the Non-Controlling Note Holder
Representative) on a strictly non-binding basis, to the extent having received such notices, information and reports, any 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 the 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 consultation rights of each Non-Controlling Note Holder (or the related
Non-Controlling Note Holder Representative) set forth in the immediately preceding sentence, the Lead Securitization Note Holder
(or Master Servicer or Special Servicer, acting on its behalf) may take any Major Decision or any action set forth in the Asset
Status Report before the expiration of the aforementioned ten (10) Business Day period if the Lead Securitization Note Holder (or
Master Servicer or Special Servicer, as applicable) determines that immediate action with respect thereto is necessary to protect
the interests of the Note Holders. In no event shall the Lead Securitization Note Holder (or Master Servicer or Special Servicer,
acting on its behalf) be obligated at any time to follow or take any alternative actions recommended by any Non-Controlling Note
Holder (or the related Non-Controlling Note Holder Representative).


In addition to the
consultation rights provided in the immediately preceding paragraph, each Non-Controlling Note Holder shall have the right to 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.




    	-28- 



    	 



    

(d)              
If any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within
the meaning of Section 860D(a) of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the
Mortgage Loan shall be administered such that the Notes shall qualify at all times as (or as interests in) a “qualified mortgage”
within the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired
by or on behalf of the Note Holders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure
of the Mortgage or lien on such property following a default on the Mortgage Loan shall be administered so that the interest of
the pro rata share of each Note Holder therein shall at all times qualify as “foreclosure property” within the
meaning of Section 860G(a)(8) of the Code and (iii) no Servicer may modify, waive or amend any provision of the Mortgage
Loan, consent to or withhold consent from any action of the Mortgage Loan Borrower, or exercise or refrain from exercising any
powers or rights which the Note Holders may have under the Mortgage Loan Documents, if any such action would constitute a “significant
modification” of the Mortgage Loan, within the meaning of Section 1.860G-2(b) of the regulations of the United States
Department of the Treasury, more than three (3) months after the startup day of the REMIC which includes the Notes (or any portion
thereof). Each Note Holder agrees that the provisions of this paragraph shall be effected by compliance with any REMIC 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, in the event that one of the Notes is included
in a REMIC and another Note is not, such other Note Holder shall not be required to reimburse such Note Holder or any other Person
for payment of (i) any taxes imposed on such REMIC, (ii) any costs or expenses relating to the administration of such REMIC or
to any determination respecting the amount, payment or avoidance of any tax under such REMIC or (iii) any advances for any of the
foregoing or any interest thereon or for deficits in other items of disbursement or income resulting from the use of funds for
payment of any such taxes, costs or expenses or advances, nor shall any disbursement or payment otherwise distributable to any
other Note Holder be reduced to offset or make-up any such payment or deficit.


Section 6.               
Rights of the Controlling Note Holder.


(a)               
The Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise
of its rights and obligations with respect to the Mortgage Loan (the “Controlling Note Holder Representative”).
The Controlling Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace
the Controlling Note Holder Representative in accordance with the terms of the Lead Securitization Servicing Agreement. When exercising
its various rights under Section 5 and elsewhere in this Agreement, the Controlling Note Holder may, at its option,
in each case, act through the Controlling Note Holder Representative. The Controlling Note Holder Representative may be any Person
(other than the Mortgage Loan Borrower, its principal or any Affiliate of the Mortgage Loan Borrower), including, without limitation,
the Controlling Note Holder, any officer or employee of the Controlling Note Holder, any affiliate of the Controlling Note Holder
or any other unrelated third party. No such Controlling Note Holder Representative shall owe any fiduciary duty or other duty to
any other Person (other than the Controlling Note Holder). All actions that are permitted to be taken by the Controlling Note




    	-29- 



    	 



    

Holder under this Agreement may
be taken by the Controlling Note Holder Representative acting on behalf of the Controlling Note Holder. Any Servicer acting on
behalf of the Lead Securitization Note Holder shall not be required to recognize any Person as a Controlling Note Holder Representative
until the Controlling Note Holder has notified the Servicer or Trustee of such appointment and, if the Controlling Note Holder
Representative is not the same Person as the Controlling Note Holder, the Controlling Note Holder Representative provides any Servicer
or Trustee with written confirmation of its acceptance of such appointment, an address and telecopy number for the delivery of
notices and other correspondence and a list of officers or employees of such person with whom the parties to this Agreement may
deal (including their names, titles, work addresses and telecopy numbers). The Controlling Note Holder shall promptly deliver such
information to any Servicer. None of the Servicers, Operating Advisor and Trustee shall be required to recognize any person as
a Controlling Note Holder Representative until they receive such information from the Controlling Note Holder. The Controlling
Note Holder agrees to inform each such Servicer, Operating Advisor or Trustee of the then-current Controlling Note Holder Representative.
Neither the Controlling Note Holder Representative nor the Controlling Note Holder will have any liability to any other Note Holder
or any other Person for any action taken, or for refraining from the taking of any action or the giving of any consent or the failure
to give any consent pursuant to this Agreement or the Lead Securitization Servicing Agreement, or errors in judgment, absent any
loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence. The Note Holders agree
that the Controlling Note Holder Representative and the Controlling Note Holder (whether acting in place of the Controlling Note
Holder Representative when no Controlling Note Holder Representative shall 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 may have special relationships and interests that conflict with the interests of a Note Holder and,
absent willful misfeasance, bad faith or gross negligence on the part of the Controlling Note Holder Representative or the Controlling
Note Holder, as the case may be, agree to take no action against the Controlling Note Holder Representative, the Controlling Note
Holder or any of their respective officers, directors, employees, principals or agents as a result of such special relationships
or interests, and that neither the Controlling Note Holder Representative nor the Controlling Note Holder will be deemed to have
been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misfeasance or to have recklessly disregarded
any exercise of its rights by reason of its having acted or refrained from acting, or having given any consent or having failed
to give any consent, solely in the interests of any Note Holder.


(b)              
Each Non-Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise
of such Non-Controlling Note Holder’s rights and obligations with respect to the Mortgage Loan (with respect to such Note
Holder, the “Non-Controlling Note Holder Representative”). All of the provisions relating to 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 the Non-Controlling
Note Holder and its Non-Controlling Note Holder Representative mutatis mutandis.




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


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


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


No objection 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,




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the REMIC provisions of the Code or
the Master Servicer or Special Servicer’s obligation to act in accordance with the Servicing Standard.


The Controlling Note
Holder shall have no liability to the other Note Holders or any other party for any action taken, or for refraining from the taking
of any action or the giving of any consent or the failure to give any consent pursuant to this Agreement or the Lead Securitization
Servicing Agreement, or errors in judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance,
bad faith or gross negligence. The Note Holders agree that the Controlling Note Holder may take or refrain from taking actions,
or give or refrain from giving consents, that favor the interests of one Note Holder over the other Note Holder, and that the Controlling
Note Holder may have special relationships and interests that conflict with the interests of another Note Holder and, absent willful
misfeasance, bad faith or gross negligence on the part of the Controlling Note Holder agree to take no action against the Controlling
Note Holder or any of its officers, directors, employees, principals or agents as a result of such special relationships or interests,
and that the Controlling Note Holder shall not be deemed to have been grossly negligent or reckless, or to have acted in bad faith
or engaged in willful misfeasance or to have recklessly disregarded any exercise of its rights by reason of its having acted or
refrained from acting, or having given any consent or having failed to give any consent, solely in the interests of any Note Holder.


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




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Loan that was terminated for cause at
such 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. Such Non-Controlling Note Holder shall be solely responsible
for reimbursing the Trustee’s or the Controlling Note Holder’s, as applicable, costs and expenses, if not paid within
a reasonable time by the terminated special servicer and, in the case of the Trustee, that would otherwise be reimbursed to the
Trustee from amounts on deposit in the Lead Securitization’s “collection account”.


Section 8.               
Payment Procedure.


(a)               
The Lead Securitization Note Holder, in accordance with the priorities set forth in Section 3 and subject to
the terms of the Lead Securitization Servicing Agreement, will deposit or cause to be deposited all payments allocable to the Notes
to the Collection Account and/or Loan Combination Custodial 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 amounts to the applicable account within one Business Day after receipt of properly
identified funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the
Mortgage Loan Borrower (provided, however, that, to the extent any such amounts are received after 2:00 p.m. Eastern time
on any given Business Day, the Lead Securitization Note Holder (or Master Servicer acting on its behalf) shall use commercially
reasonable efforts to deposit such amounts into the applicable account within one (1) Business Day of receipt thereof but,
in any event, the Lead Securitization Note Holder (or Master Servicer acting on its behalf) shall deposit such amounts into the
applicable account within two (2) Business Days of receipt thereof) and shall remit payments due on the Non-Lead Securitization
Note to the Non-Lead Securitization Note Holder (or the Non-Lead Master Servicer on its behalf) no later than one Business
Day following the “Determination Date” under the Non-Lead Securitization Servicing Agreement.


(b)              
If the Lead Securitization Note Holder 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 shall not be required to distribute
any portion thereof to any Non-Lead Securitization Note Holder and each Non-Lead Securitization Note Holder will promptly on demand
by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization
Note Holder 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 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 makes any payment to any Non-Lead Securitization Note Holder before
the Lead Securitization Note Holder 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




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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 request, promptly return that payment to the Lead Securitization
Note Holder.


(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 each 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. Each Note Holder shall have no 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.


The Note Holders acknowledge
that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee) to comply with,
and except as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the
Trustee) 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 the Non-Lead Securitization Note Holder and that the Lead
Securitization Note Holder (including any Servicer and the Trustee) 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, however, that the Servicer must act
in accordance with the Servicing Standard.


Section 10.           
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead
Securitization Note Holder 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 the Non-Lead Securitization Note Holders, 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




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and all actions available to the Non-Lead
Securitization Note Holder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in
any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or
reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to
file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree
that, upon the request of the Lead Securitization Note Holder, the Non-Lead Securitization Note Holders 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 the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.


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.


           





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


Section 14.           
Sale of the Notes.


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 (a “Transfer”) except to a Qualified Institutional Lender. Promptly after
the Transfer, the non-transferring Note Holders shall be provided with (x) a representation from a transferee or the applicable
Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer (and the related
pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) in accordance with the immediately
following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a
Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional
Lender, it must first obtain (1) prior to a Securitization, the consent of the related non-transferring Note Holders or, (2) after
a Securitization of such non-transferring Note Holders’ Note, Rating Agency Confirmation. Notwithstanding the foregoing,
without each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring
Note Holder’s Note is held in a Securitization Trust, without a confirmation in writing from each Rating Agency that such
Transfer will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant
to the related Securitization, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such
Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely null and
void and shall vest no rights in the purported transferee. The transferring Note Holder agrees that it will pay the expenses of
each non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer and the Trustee) and all
expenses relating to the confirmation from the Rating Agencies 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, the Rating Agencies or
any other Person, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in a Note. None of the provisions
of this Section 14(a) shall apply in the case of (1) a sale of Note A-1 together with 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
Properties, upon the Mortgage Loan becoming a Defaulted Loan, to a single member limited liability or limited partnership, 100%
of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies
or limited partnerships, by the Lead Securitization Trust.




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For the purposes
of this Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for
a confirmation hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal
of its then current rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal
shall be deemed to eliminate, for such request only, the condition that such confirmation by such Rating Agency (only) be obtained
for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage
in any request for such confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise engage
in any subsequent request for such Rating Agency confirmation hereunder and the condition for such Rating Agency confirmation pursuant
to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or
otherwise engage in such prior request.


(a)               
In the case of any Transfer of a participation interest in any of the Notes, (i) the respective Note Holder’s
obligations under this Agreement shall remain unchanged, (ii) such Note Holder 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.


(b)              
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 Rating Agency (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 the 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)




    	-37- 



    	 



    

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


(c)               
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 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




    	-38- 



    	 



    

Conduit, and the Conduit will
assign the pledge of such Note Holder’s Note to the Conduit Credit Enhancer; and


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


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




    	-39- 



    	 



    

ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.


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


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


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


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


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


Section 18.           
Modifications. This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed
by each Note Holder. Additionally, for as long as any Note is contained in a Securitization Trust, the Note Holders shall not amend
or modify this Agreement without first receiving a written confirmation from each Rating Agency that such amendment or modification
will not result in a qualification, withdrawal or downgrade of its then current ratings of the securities issued in connection
with a Securitization; provided that no such confirmation from the Rating Agencies shall be required in connection with
a modification (i) to cure any ambiguity, to correct or supplement any provisions herein that may be defective or inconsistent
with any other provisions herein or with the Lead Securitization Servicing Agreement, (ii) to make other provisions with respect
to matters or questions arising under this Agreement, which shall not be inconsistent with the provisions of this Agreement, and
(iii) if and to the extent that it would be deemed given or not required pursuant to the definition of Rating Agency Confirmation
in the Lead Securitization Servicing Agreement and/or Non-Lead Securitization Servicing Agreement, as applicable.


           





    	-40- 



    	 



    

     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,
Operating Advisor, 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.


Section 20.           
Counterparts. This Agreement may be executed in any number of counterparts and all of such counterparts shall together
constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in Portable Document
Format (PDF) or by facsimile transmission shall be effective as delivery of a manually executed original counterpart of this Agreement.


Section 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)  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




    	-41- 



    	 



    

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


(c)               
Each Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) represents (for the benefit
of the Mortgage Loan Borrower) that it is not a Non-Exempt Person and that neither the Lead Securitization Note Holder nor the
Mortgage Loan Borrower is obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan
or otherwise pursuant to this Agreement. Contemporaneously with the execution of this Agreement and from time to time as necessary
during the term of this Agreement, each Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder)
shall deliver to the Lead Securitization Note Holder or Servicer, as applicable, evidence satisfactory to the Lead Securitization
Note Holder substantiating that such Note Holder is not a Non-Exempt Person and that the Lead Securitization Note Holder is not
obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise under this Agreement.
Without limiting the effect of the foregoing, (i) if a Note Holder is created or organized under the laws of the United States,
any state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the
Lead Securitization Note Holder an Internal Revenue Service Form W-9 and (ii) if a Note Holder is not created or organized
under the laws of the United States, any state thereof or the District of Columbia, and if the payment of interest or other amounts
by the Mortgage Loan Borrower is treated for United States income tax purposes as derived in whole or part from sources within
the United States, such Note Holder shall satisfy the requirements of the preceding sentence by furnishing to the Lead Securitization
Note Holder Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments) or Form W-8BEN, 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 Note A-1 Securitization Date, the originals of all of the Mortgage
Loan Documents will be held by the Initial Agent on behalf of the registered holders of the Notes. On and after the Note A-1
Securitization Date, the originals of all of the Mortgage Loan Documents (other than the Non-




    	-42- 



    	 



    

Lead Notes) will be transferred to and
held in the name of the trustee (and held by a duly appointed custodian therefor) under the Note A-1 PSA, on behalf of the
registered holders of the Notes.


Section 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.




    	-43- 



    	 



    

Upon request, the
Lead Securitization Note Holder shall deliver to any Non-Lead Securitization Note Holder drafts of the preliminary and final Lead
Securitization offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the Lead
Securitization Servicing Agreement 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 officer’s
certificate or assignment and assumption agreement delivered to the Agent pursuant to Section 14 and Section 15;


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


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


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


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


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


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


           





    	-44- 



    	 



    

     Section
30.            Agency. RESERVED.


Section 31.           
Resignation 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 Certificate Administrator or the Trustee
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. SGFC, as Initial Agent, may transfer its rights and obligations to a Servicer, the Certificate Administrator or
the Trustee, 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 SGFC without any further notice or other action.
The termination or resignation of such Master Servicer, as Master Servicer under the Lead Securitization Servicing Agreement, shall
be deemed a termination or resignation of such Master Servicer as Agent under this Agreement and any successor Master Servicer
shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place thereof without any further
notice or other action.


Section 32.           
Resizing. Notwithstanding any other provision of this Agreement, for so long as SGFC or an affiliate thereof (a “SGFC Entity”)
is the owner of a Note not included in a Securitization (the “Owned Note”), such SGFC Entity shall have
the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated
notes or additional notes (in either case “New Notes”) reallocating the principal of the Owned Note to such
New Notes; or severing the Owned Note into one or more further “component” notes in the aggregate principal amount
equal to the then outstanding principal balance of the Owned Note provided that (i) the aggregate principal balance of all outstanding
New Notes following such amendments is no greater than the aggregate principal of the Owned Note prior to such amendments, (ii)
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 SGFC Entity holding the New Notes shall notify the Lead Securitization Note Holder, the Master Servicer,
the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts,
and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. To the extent that the Owned Note
is Note A-1, the SGFC Entity shall be entitled to designate one of the New Notes to be treated as Note A-1 for purposes
of the determining the Controlling Note Holder, Lead Securitization, Lead Securitization Note, Note A-1 PSA, Note A-1
Securitization and Note A-1 Securitization Date hereunder. If the Lead Securitization Note Holder so requests, the SGFC 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 (i) through (v) above are satisfied, with respect to (i) through (iv), as certified by the SGFC 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




    	-45- 



    	 



    

principal. If more than one New Note
is created hereunder, for purposes of exercising the rights of a Controlling Note Holder or Non-Controlling Note Holder hereunder,
the Controlling Note Holder or Non-Controlling Note Holder of such New Notes, as applicable, shall be as provided in the definition
of such term in this Agreement.


[SIGNATURE PAGE FOLLOWS]




    	-46- 



    	 



    

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








	 	SOCIETE GENERALE FINANCIAL CORPORATION, as Initial
    Note A-1 Holder
	 	 	 
	 	By:  	 /s/ Justin Cappuccino
	 	 	Name:  Justin Cappuccino
	 	 	Title:  Director



 


	 	SOCIETE GENERALE FINANCIAL CORPORATION, as Initial
    Note A-2 Holder
	 	 	 
	 	By:  	 /s/ Justin Cappuccino
	 	 	Name:  Justin Cappuccino
	 	 	Title:  Director














    	(CO-LENDER
                                                                                                                                                                                                 Agreement  – ExchangeRight Net Leased Portfolio 32)




    	 



    

EXHIBIT A



MORTGAGE LOAN SCHEDULE






Description of Mortgage Loan


	Mortgage Loan Borrower:	ExchangeRight Net Leased Portfolio 32 DST
	Date of Mortgage Loan:	February 11, 2020
	Date of Notes:	June 2, 2020
	Original Principal Amount of Mortgage Loan:	$64,270,000
	Principal Amount of Mortgage Loan as of the date hereof:	$64,270,000
	Initial Note A-1 Principal Balance:	$45,000,000
	Initial Note A-2 Principal Balance:	$19,270,000
	Location of Mortgaged Properties:	Various
	Initial Maturity Date:	March 1, 2030


 


 




    	A-1



    	 



    

EXHIBIT B


1.       Initial
Note A-1 Holder:


(Prior to Securitization of Note A-1):


Societe Generale Financial Corporation

245 Park Avenue

New York, New York 10167

Attention: Jim Barnard


with a copy to:



Societe Generale Financial Corporation

245 Park Avenue

New York, New York 10167

Attention: General Counsel


(Following Securitization of Note A-1):


		(i)	Depositor:





Barclays Commercial Mortgage Securities
LLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson

Email: daniel.vinson@barclays.com


with a copy to:



Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Attention: Steven P. Glynn, Director, Legal Department

Facsimile: (212) 412-7519


		(ii)	Master Servicer:





Wells Fargo Bank, National Association,

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BBCMS 2020-C7 Asset Manager

Email: commercial.servicing@wellsfargo.com




    	B-1



    	 



    

with a copy to:



K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Facsimile Number: (704) 353-3190



		(iii)	Special Servicer:



Rialto Capital Advisors, LLC

200 S. Biscayne Blvd., Suite 3550

Miami, Florida 33131

Attention: Liat Heller

Facsimile number: (305) 229-6425

E-mail: liat.heller@rialtocapital.com


with copies to:



Jeff Krasnoff

Facsimile number: (305) 229-6425

E-mail: jeff.krasnoff@rialtocapital.com;



Niral Shah

Facsimile number: (305) 229-6425

E-mail: niral.shah@rialtocapital.com;



Adam Singer

facsimile number: (305) 229-6425

E-mail: adam.singer@rialtocapital.com


		(vi)       	Certificate
Administrator





Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services: BBCMS 2020-C7


with a copy to:



cts.cmbs.bond.admin@wellsfargo.com

trustadministrationgroup@wellsfargo.com


		(v)       	Trustee:





Wilmington Trust, National Association

1100 North Market Street






    	B-2



    	 



    

Wilmington, Delaware 19890

Attention: CMBS Trustee BBCMS 2020-C7



with a copy to:



CMBSTrustee@wilmingtontrust.com

Facsimile No.: (302) 636-4140



		(vi)        	Operating
Advisor::



Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: BBCMS 2020-C7 - Surveillance Manager (with a copy sent

contemporaneously via email to cmbs.notices@parkbridgefinancial.com)



		(vii)       	Asset Representations
Reviewer::



Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: BBCMS 2020-C7 - Surveillance Manager (with a copy sent

contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


2.       Initial
Note A-2 Holder:  




(Prior to Securitization of Note A-2):


Societe Generale Financial Corporation

245 Park Avenue

New York, New York 10167

Attention: Jim Barnard


with a copy to:



Societe Generale Financial Corporation

245 Park Avenue

New York, New York 10167

Attention: General Counsel


(Following Securitization of Note A-2):





		(i)	Depositor:






To be provided following the securitization of Note
A-2.


		(ii)	Master Servicer:





    	B-3



    	 



    

To be provided following the securitization of Note
A-2.


		(iii)	Special Servicer:



To be provided following the securitization of Note
A-2.


		(iv)	Trustee:



To be provided following the securitization of Note
A-2.


		(v)	Certificate Administrator:



To be provided following the securitization of Note
A-2.


		(vi)	Operating Advisor:



To be provided following the securitization of Note
A-2.


		(vii)	Asset Representations Reviewer:



To be provided following the securitization
of Note A-2.


 


 


 


 




    	B-4



    	 



    

EXHIBIT C



PERMITTED FUND MANAGERS


		1.	Westbrook Partners



		2.	DLJ Real Estate Capital Partners



		3.	iStar Financial Inc.



		4.	Capital Trust, Inc.



		5.	Lend-Lease Real Estate Investments



		6.	Archon Capital, L.P.



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



		8.	The Blackstone Group International Ltd.



		9.	Apollo Real Estate Advisors



		10.	Colony Capital, Inc.



		11.	Praedium Group



		12.	J.E. Roberts Companies



		13.	Fortress Investment Group, LLC



		14.	Lonestar Opportunity Fund



		15.	Clarion Partners



		16.	Walton Street Capital, LLC



		17.	Starwood Financial Trust



		18.	BlackRock, Inc.



		19.	Raith Capital Partners, LLC



		20.	Rialto Capital Management LLC



		21.	Rialto Capital Partners LLC



 



    	C-1