Exhibit 4.10


 


EXECUTION VERSION 








 





AGREEMENT BETWEEN NOTEHOLDERS


 


Dated as of February 22, 2018


 


by and between


 


CITI REAL ESTATE FUNDING INC.



(Initial Note A-1 Holder and Initial Note A-2 Holder)


 


and


 


ATHENE ANNUITY AND LIFE COMPANY



(Initial Note B-1 Holder)


 


and


 


AMERICAN EQUITY INVESTMENT LIFE INSURANCE
COMPANY,

solely with respect to the Funds Withheld Account



(Initial Note B-2 Holder)


 


and


 


SENIOR REAL ESTATE FINANCE ACCOUNT (N) LP



(Initial Note C Holder)


 


Red Building


 



     


     

    

 





THIS AGREEMENT BETWEEN
NOTEHOLDERS (“Agreement”), dated as of February 22, 2018 by and between CITI REAL ESTATE FUNDING INC. (“CREFI”
and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1, the “Initial
Note A-1 Holder”), and in its capacity as the initial agent, the “Initial Agent”), CREFI (together
with its successors and assigns in interest, in its capacity as initial owner of Note A-2, the “Initial Note A-2 Holder”),
ATHENE ANNUITY AND LIFE COMPANY (“AALC” and, together with its successors and assigns in interest, in its capacity
as initial owner of Note B-1, the “Initial Note B-1 Holder”), AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY,
solely with respect to the Funds Withheld Account (“AEILIC” and, together with its successors and assigns in
interest, in its capacity as initial owner of Note B-2, the “Initial Note B-2 Holder”), and SENIOR REAL ESTATE
FINANCE ACCOUNT (N) LP (“Brookfield” and, together with its successors and assigns in interest, in its capacity
as initial owner of Note C, the “Initial Note C Holder”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Mortgage Loan Agreement (as defined herein) CREFI originated a certain loan described on the schedule attached hereto as Exhibit
A (the “Mortgage Loan Schedule”) (the “Mortgage Loan”) to Pacific Red, LLC (the “Mortgage
Loan Borrower”), which was evidenced, inter alia, by a promissory note, dated as of December 18, 2017, in the
original principal amount of $196,000,000 (the “Original Note”) made by the Mortgage Loan Borrower in favor
of CREFI, 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 (the “Mortgaged Property”); and


 


WHEREAS, CREFI and
the Mortgage Loan Borrower have agreed, pursuant to that certain Note Splitter and Loan Modification Agreement dated as of
February 14, 2018 between such parties, to split the Original Note into  five promissory notes and the Mortgage Loan Borrower
has executed and delivered to CREFI (i) one promissory note in the original principal amount of $40,000,000 (“Note
A-1”) made by the Mortgage Loan Borrower in favor of the Initial Note A-1 Holder, (ii) one promissory note in the
original principal amount of $40,000,000 (“Note A-2”) made by the Mortgage Loan Borrower in favor of the
Initial Note A-2 Holder, (iii) one promissory note in the original principal amount of $40,800,000 (“Note
B-1”) made by the Mortgage Loan Borrower in favor of the Initial Note B-1 Holder, (iv) one promissory note in the
original principal amount of $10,200,000 (“Note B-2”) made by the Mortgage Loan Borrower in favor of the
Initial Note B-2 Holder, and (v) one promissory note in the original principal amount of $65,000,000
(“Note C”) made by the Mortgage Loan Borrower in favor of the Initial Note C Holder; and


 


WHEREAS, the parties
hereto desire to enter into this Agreement to memorialize the terms under which they, and their successors and assigns, shall hold
Note A-1, Note A-2, Note B-1, Note B-2 and Note C;


 


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 Servicing Agreement. Whenever used in this Agreement, the following terms shall have the respective meanings set
forth below unless the context clearly requires otherwise.


 


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


 


“Acceptable
Insurance Default” shall have the meaning assigned to such term in the Servicing Agreement.


 


“Additional
Servicing Expenses” shall mean (a) all Property Protection Advances and reasonable out-of-pocket expenses incurred by
and reimbursable to any Servicer, Trustee, certificate administrator or fiscal agent pursuant to the Servicing Agreement relating
solely to the Mortgage Loan, and (b) all interest accrued on Advances made by any Servicer or Trustee in accordance with the terms
of the Servicing Agreement.


 


“Advance Interest
Amount” shall mean interest payable on Advances, as specified in the Servicing Agreement.


 


“Advances”
shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used in the Servicing Agreement
(but for purposes hereof shall be limited to Advances in respect of the Mortgage Loan or the Mortgaged Property).


 


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


 


“Affiliate”
shall mean with respect to any specified Person (i) any other Person Controlling or Controlled by or under common Control
with such specified Person (each a “Common Control Party”), (ii) any other Person owning, directly or indirectly,
twenty-five percent (25%) or more of the beneficial interests in such Person or (iii) any other Person in which such Person
or a Common Control Party owns, directly or indirectly, twenty-five percent (25%) or more of the beneficial interests.


 


“Agent”
shall mean the Initial Agent or such Person to whom the Initial Agent shall delegate its duties hereunder, and from and after the
Securitization Date shall mean the Certificate Administrator, if any, and if there is no Certificate Administrator, shall mean
the Trustee.


 


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


 


“Agreement”
shall mean this Agreement between Noteholders, the exhibits and schedule hereto and all amendments hereof and supplements hereto.


 



     2


     


    

 





“Apollo Holder”
means individually or collectively, as the context so requires, the Initial Note B-1 Holder and/or the Initial Note B-2 Holder
and any subsequent holder of such Note, provided such subsequent Holder is an Affiliate of such Initial Note B-1 Holder or Initial
Note B-2 Holder (it being agreed that all Noteholders who are Apollo Holders, or are Persons for which an Apollo Holder or
its Affiliate is a fund or asset manager, shall all be deemed to be Affiliates of such Noteholder).


 


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


 


“Appraisal Reduction
Amount” shall have the meaning assigned to “Appraisal Reduction” in the Servicing Agreement or such other
analogous term used in the Servicing Agreement.


 


“Asset Representations
Reviewer” shall mean the asset representations reviewer appointed pursuant to the Note A-1 PSA.


 


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


 


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


 


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


 


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


 


“BREFP”
shall have the meaning set forth in Section 2(e)(v).


 


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


 


“CDO Asset Manager”
with respect to any Securitization Vehicle which is a CDO, shall mean the entity which is responsible for managing or administering
the applicable 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 the applicable
Note).


 


“Certificate
Administrator” shall mean the certificate administrator appointed pursuant to the Note A-1 PSA.


 


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


 


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


 



     3


     


    

 





“Commission”
means the U.S. Securities and Exchange Commission or any successor thereto.


 


“Companion Distribution
Account” shall have the meaning assigned to such term in the Servicing Agreement.


 


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


 


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


 


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


 


“Control”
means 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.


 


“Control Appraisal
Period” means a Note B Control Appraisal Period or a Note C Control Appraisal Period, as the context may require.


 


“Controlling
Class Representative” shall mean the “Controlling Class Representative”, if any, as defined in the Servicing
Agreement or such other analogous term used in the Servicing Agreement.


 


“Controlling
Noteholder” shall mean as of any date of determination (i) the Note C Holder, unless a Note C Control Appraisal Period
has occurred and is continuing, (ii) if and for so long as a Note C Control Appraisal Period has occurred and is continuing and
no Note B Control Appraisal Period has occurred and is continuing, the Note B-1 Holder, and (iii) if and for so long as a Note
B Control Appraisal Period has occurred and is continuing, the Note A-1 Holder; provided that at any time the Note A-1 Holder
is the Controlling Noteholder and Note A-1 is included in the Note A-1 Securitization, references to the “Controlling Noteholder”
herein shall mean the Controlling Class Representative or any other party assigned the rights to exercise the rights of the “Controlling
Noteholder” hereunder, as and to the extent provided in the Servicing Agreement; and provided further that, if the
Note B-1 Holder or the Note C Holder would be the Controlling Noteholder pursuant to the terms hereof, but any interest in Note
B-1 or Note C, respectively, is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, or the Mortgage Loan
Borrower or Mortgage Loan Borrower Related Party would otherwise be entitled to exercise the rights of the Controlling Noteholder
in respect of Note B-1 or Note C, respectively, then a Note B Control Appraisal Period or a Note C Control Appraisal Period, respectively,
shall be deemed to have occurred. The Note C Holder is the Controlling Holder as of the Closing Date.


 


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


 


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


 



     4


     


    

 





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


 


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


 


“Defaulted Mortgage
Loan Purchase Price” shall mean:


 


(i) in connection with
the purchase of Note A-1 and Note A-2 by the Note B Holders or the Note C Holder, the sum, without duplication, of each of the
following to the extent that such amounts have not been previously paid or reimbursed pursuant to Section 3 or Section
4 of this Agreement:


 


(a) the aggregate
Principal Balance of Note A-1 and Note A-2, (b) accrued and unpaid interest on each of the Note A-1 Principal Balance
and the Note A-2 Principal Balance at the Note A Rate from the date as to which interest was last paid in full by Mortgage Loan
Borrower up to and including the end of the interest accrual period relating to the Monthly Payment Date next following the date
the purchase occurred, (c) any other amounts due under the Mortgage Loan to the Note A-1 Holder and the Note A-2 Holder, other
than Prepayment Premiums, default interest, late fees, exit fees and any other similar fees, provided that if the Mortgage
Loan Borrower or a Mortgage Loan Borrower Related Party is the purchaser, the Defaulted Mortgage Loan Purchase Price shall include
Prepayment Premiums, default interest, late fees, exit fees and any other similar fees, (d) without duplication of amounts
under clause (c), any unreimbursed Advances and any expenses incurred in enforcing the Mortgage Loan Documents (including,
without limitation, Property Protection Advances payable or reimbursable to any Servicer, and special servicing fees incurred by
or on behalf of the Note A-1 Holder or the Note A-2 Holder), (e) without duplication of amounts under clause (c), any
accrued and unpaid Advance Interest Amount with respect to an Advance made by or on behalf of the Note A-1 Holder or the Note A-2
Holder, (f) (x) if the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party is the purchaser or (y) if the Mortgage
Loan is purchased more than ninety (90) days after such option first becomes exercisable pursuant to Section 12 of this
Agreement, any liquidation or workout fees payable under the Servicing Agreement with respect to the Mortgage Loan and (g) any
Recovered Costs not reimbursed previously to the Note A-1 Holder or the Note A-2 Holder pursuant to this Agreement. Notwithstanding
the foregoing, if the purchasing Noteholder is purchasing from the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party,
the Defaulted Mortgage Loan Purchase Price shall not include the amounts described under clauses (i)(d) through (f)
of this definition. If the Mortgage Loan is converted into a Foreclosure Property, for purposes of determining the Defaulted Mortgage
Loan Purchase Price, interest will be deemed to continue to accrue on each of Note A-1 and Note A-2 at the Note A Rate as if the
Mortgage Loan were not so converted. In no event shall the Defaulted Mortgage Loan Purchase Price include amounts due or payable
to the Purchasing Noteholder under this Agreement; and


 


(ii) in connection with
the purchase of Note B by the Note C Holder, the sum, without duplication, of each of the following to the extent that such amounts
have not been previously paid or reimbursed pursuant to Section 3 or Section 4 of this Agreement:


 


(a) the aggregate
Principal Balance of Note B-1 and Note B-2, (b) accrued and unpaid interest on each of the Note B-1 Principal Balance and
the Note B-2 Principal Balance at


 






     5


     


    

 


the Note B Rate from the date as to which interest was last paid in full by Mortgage Loan Borrower
up to and including the end of the interest accrual period relating to the Monthly Payment Date next following the date the purchase
occurred, (c) any other amounts due under the Mortgage Loan to the Note B-1 Holder and the Note B-2 Holder, other than Prepayment
Premiums, default interest, late fees, exit fees and any other similar fees, provided that if the Mortgage Loan Borrower
or a Mortgage Loan Borrower Related Party is the purchaser, the Defaulted Mortgage Loan Purchase Price shall include Prepayment
Premiums, default interest, late fees, exit fees and any other similar fees, (d) without duplication of amounts under clause
(c), any accrued and unpaid Advance Interest Amount with respect to an Advance made by or on behalf of the Note B-1 Holder
or the Note B-2 Holder, (e) (x) if the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party is the purchaser or
(y) if the Mortgage Loan is purchased after ninety (90) days after such option first becomes exercisable pursuant to Section
12 of this Agreement, any liquidation or workout fees payable under the Servicing Agreement with respect to the Mortgage Loan
and (f) any Recovered Costs not reimbursed previously to the Note B-1 Holder or the Note B-2 Holder pursuant to this Agreement.
Notwithstanding the foregoing, if the purchasing Noteholder is purchasing from the Mortgage Loan Borrower or a Mortgage Loan Borrower
Related Party, the Defaulted Mortgage Loan Purchase Price shall not include the amounts described under clauses (ii)(c)
through (f) of this definition. If the Mortgage Loan is converted into a Foreclosure Property, for purposes of determining
the Defaulted Mortgage Loan Purchase Price, interest will be deemed to continue to accrue on each of Note B-1 and Note B-2 at the
Note B Rate as if the Mortgage Loan were not so converted. In no event shall the Defaulted Mortgage Loan Purchase Price include
amounts due or payable to the Purchasing Noteholder under this Agreement.


 


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


 


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


 


“Depositor”
shall mean the depositor under the Note A-1 PSA.


 


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


 


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


 


“Final Recovery
Determination” shall have the meaning assigned to such term in the Servicing Agreement.


 


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


 


“Foreclosure
Property” shall have the meaning assigned to such term in the Servicing Agreement.


 


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


 


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


 



     6


     


    

 





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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



     7


     


    

 





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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Major Decisions”
shall mean:


 


(i)          any proposed or actual foreclosure upon or comparable conversion (which shall include acquisitions of any Foreclosure 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 the waiver or reduction of 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 Documents or any extension of the maturity date of the Mortgage Loan;


 


(iii)        following a default or an event of default with respect to the Mortgage Loan Documents, 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 Specially Serviced Loan) or Foreclosure Property for less than the applicable
Purchase Price (as defined in the Servicing Agreement);


 



     8


     


    

 





(v)         any determination to bring the Mortgaged Property or a Foreclosure Property into compliance with applicable environmental
laws or to otherwise address any Hazardous Materials (as defined in the Servicing Agreement) located at the Mortgaged Property
or a Foreclosure Property;


 


(vi)        any release of collateral or any acceptance of substitute or additional collateral for the Mortgage Loan or any consent
to either of the foregoing, other than 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 or any determination not to enforce a “due-on-sale” or “due-on-encumbrance” clause
with respect to the Mortgage Loan or any consent to such a waiver or any consent to a transfer of all or any portion of the Mortgaged
Property or of any direct or indirect legal or beneficial interests in the Mortgage Loan Borrower;


 


(viii)      any incurrence of additional debt by the Mortgage Loan Borrower or any mezzanine financing by any direct or indirect beneficial
owner of the Mortgage Loan Borrower (to the extent that the lender has consent rights pursuant to the related Mortgage Loan Documents),
and, without limiting the foregoing, any determination that all conditions to the Mortgage Loan Borrower’s exercise of the
Mezzanine Option (as defined in the Mortgage Loan Agreement) have been satisfied, including any approval of the proposed mezzanine
lender, the related mezzanine loan and the related mezzanine loan documents, in each case in accordance with Section 6.7 of the
Mortgage Loan Agreement;


 


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


 


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


 


(xi)        any determination that a Trigger Period (as defined in the Mortgage Loan Agreement) has commenced or terminated, and any
releases of any 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;


 



     9


     


    

 





(xii)        any approval or disapproval of a proposed assumption of the Mortgage Loan, and any approval of the related documentation,
in each case pursuant to Section 6.4 of the Mortgage Loan Agreement;


 


(xiii)       any determination of an Acceptable Insurance Default (as defined in the Servicing Agreement);


 


(xiv)       any determination by the Master Servicer to transfer the Mortgage Loan to the Special Servicer under the circumstances described
in clause (x) of the definition of “Servicing Transfer Event” (as defined in the Servicing Agreement);


 


(xv)        any modification, waiver or amendment of any lease, the execution of any new lease or the granting of a subordination and
non-disturbance or attornment agreement in connection with any lease at the Mortgaged Property if the lease involves a ground lease
or a lease of an outparcel or affects an area greater than or equal to 30,000 square feet of the improvements at the Mortgaged
Property;


 


(xvi)       any adoption or implementation of a budget submitted by the Mortgage Loan Borrower to the extent lender approval is required
under the Mortgage Loan Documents;


 


(xvii)      the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower;


 


(xviii)     the release of a guarantor under the Mortgage Loan Documents or the approval of any replacement or additional guarantor
under the Mortgage Loan Documents;


 


(xix)       the approval of any property improvement plans or other material alterations proposed for the Mortgaged Property;


 


(xx)        subject to the REMIC provisions of the Code, any determination regarding the application of casualty or condemnation proceeds
to restoration of the Mortgaged Property or to repayment of the Mortgage Loan;


 


(xxi)       any proposed modification or waiver of the insurance requirements set forth in the Mortgage Loan Documents, other than pursuant
to the specific terms of such Mortgage Loan Documents and for which there is no lender discretion; or


 


(xxii)      any filing of a bankruptcy or similar action against the Mortgage Loan Borrower or Guarantor or the election of any action
in a bankruptcy or Insolvency Proceeding to seek relief from the automatic stay or dismissal of a bankruptcy filing or voting for
or opposing a plan of reorganization, seeking or opposing an order for adequate protection, adequate assurance, a § 363 sale,
order shortening time or similar motion of procedure in an Insolvency Proceeding or making an § 1111(b)(2) election on behalf
of the Noteholders;


 



     10


     


    

 





provided, however
that upon the occurrence and during the continuance of a Note B Control Appraisal Period, “Major Decision” shall
have the meaning given to such term in the Servicing Agreement.


 


“Master Servicer”
shall mean the master servicer appointed pursuant to the Servicing Agreement.


 


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


 


“Model PSA”
shall mean that certain pooling and servicing agreement, dated as of July 1, 2017, between J.P. Morgan Chase Commercial Mortgage
Securities Corp., as depositor, Wells Fargo Bank, National Association, as master servicer, CWCapital Asset Management LLC, as
special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, N.A., as trustee, and
Pentalpha Surveillance LLC, as operating advisor and asset representations reviewer, relating to the JPMCC Commercial Mortgage
Trust 2017-JP7, Commercial Mortgage Pass-Through Certificates, Series 2017-JP7.


 


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


 


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


 


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


 


“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.


 


“Mortgaged Property”
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 December 18, 2017, between the Mortgage Loan Borrower, as Borrower,
and CREFI, as Lender, as the same may be further amended, restated, supplemented or otherwise modified from time to time, subject
to the terms hereof.


 


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


 


“Mortgage Loan
Borrower Related Party” shall have the meaning assigned to such term in Section 18.


 



     11


     


    

 





“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
Rate” shall mean, as of any date of determination, the weighted average of the Note A Rate, the Note B Rate and the Note
C Rate.


 


“Mortgage Loan
Schedule” shall mean the Schedule attached hereto as Exhibit A.


 


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


 


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


 


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


 


“Non-Controlling
Noteholder” shall mean a Noteholder that is not the Controlling Noteholder.


 


“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 Noteholders to make such payments free of any obligation or liability for withholding.


 


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


 


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


 


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


 


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


 


“Non-Lead Note”
shall mean each Note other than Note A-1.


 


“Non-Lead Noteholder”
shall mean each Noteholder other than the Note A-1 Holder.


 


“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”
shall mean the Note A-2 Securitization.


 



     12


     


    

 





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


 


“Non-Lead Securitization
Determination Date” shall mean the “determination date” (or any term substantially similar thereto) as defined
in the Non-Lead Securitization Servicing Agreement.


 


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


 


“Non-Lead Securitization
Noteholder” shall mean the Note A-2 Holder.


 


“Non-Lead Securitization
Servicing Agreement” shall mean from and after the date the Non-Lead Securitization Note is included in the Non-Lead
Securitization, the pooling and servicing agreement entered into in connection with the Non-Lead Securitization.


 


“Non-Lead Securitization
Subordinate Class Representative” shall mean the holders of the majority of the class of securities issued in the Non-Lead
Securitization designated as the “controlling class” pursuant to the Non-Lead Securitization Servicing Agreement or
their duly appointed representative.


 


“Non-Lead Securitization
Trust” shall mean the Note A-2 Securitization Trust.


 


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


 


“Non-Lead Sponsor”
shall mean the then-current Note A-2 Holder (immediately prior to the Non-Lead Securitization) in its capacity as the sponsor with
respect to the Non-Lead Securitization Note in connection with the Non-Lead Securitization.


 


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


 


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


 


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


 


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


 


“Nonrecoverable
Property Protection Advance” shall have the meaning assigned to the term “Nonrecoverable Servicing Advance”
in the Servicing Agreement or such other analogous term used in the Servicing Agreement.


 


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


 



     13


     


    

 





“Note A Default
Rate” shall mean a rate per annum equal to the Note A Rate plus the Note Default Interest Spread.


 


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


 


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


 


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


 


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


 


“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, together with its successors and assigns.


 


“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 Sections 3, 4 or 5, as applicable.


 


“Note A-1 PSA”
shall mean the pooling and servicing agreement to be entered into in connection with the Securitization of Note A-1, by and between
(a) the Trustee, (b) the Master Servicer, (c) the Special Servicer, (d) the Depositor, (e) the Certificate Administrator, (f) the
Operating Advisor and (g) the Asset Representations Reviewer.


 


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


 


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


 


“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, together with its successors and assigns.


 


“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


 






     14


     


    

 


Schedule, less any payments of principal thereon received by the Note A-2 Holder or reductions
in such amount pursuant to Sections 3, 4 or 5, as applicable.


 


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


 


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


 


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


 


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


 


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


 


(b)          25% of the remainder of (i) the sum of the initial Note B-1 Principal Balance and the initial Note B-2 Principal Balance
less (ii) any payments of principal (whether as principal prepayments or otherwise) allocated to, and received by, the Note B-1
Holder and the Note B-2 Holder on Note B-1 and Note B-2, respectively, after the date of creation of Note B-1 and Note B-2,


 


provided that a Note
B Control Appraisal Period shall terminate upon the occurrence of a Threshold Event Cure by the Note B Holders.


 


“Note B Default
Rate” shall mean a rate per annum equal to the Note B Rate plus the Note Default Interest Spread.


 


“Note B Holders”
shall mean the Note B-1 Holder and the Note B-2 Holder.


 


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


 


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


 



     15


     


    

 





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


 


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


 


“Note B-1 Holder”
shall mean the Initial Note B-1 Holder, and any successor in interest, or any subsequent holder of Note B-1.


 


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


 


“Note B-2 Holder”
shall mean the Initial Note B-2 Holder, and any successor in interest, or any subsequent holder of Note B-2.


 


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


 


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


 


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


 


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


 


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


 


provided that a Note
C Control Appraisal Period shall terminate upon the occurrence of a Threshold Event Cure by the Note C Holder.


 


“Note C Default
Rate” shall mean a rate per annum equal to the Note C Rate plus the Note Default Interest Spread.


 


“Note C Holder”
shall mean the Initial Note C Holder, and any successor in interest, or any subsequent holder of the Note C.


 


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


 



     16


     


    

 





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


 


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


 


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


 


“Note Default
Interest Spread” shall mean a rate per annum equal to four percent (4.0%); provided, however, that if the
weighted average of the Note A Default Rate, the Note B Default Rate and the Note C Default Rate would exceed the maximum rate
permitted by applicable law, the Note Default Interest Spread shall equal (i) the rate at which the weighted average of the Note
A Default Rate, the Note B Default Rate and the Note C Default Rate equals the maximum rate permitted by applicable law minus (ii)
the Mortgage Loan Rate.


 


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


 


“Note Rate”
shall mean any of the Note A Rate, the Note B Rate and the Note C Rate, as applicable.


 


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


 


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


 


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


 


“Operating Advisor”
shall mean the operating advisor appointed pursuant to the Lead Securitization Servicing Agreement.


 


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


 


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


 


“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.


 


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


 



     17


     


    

 





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


 


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


 


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


 


“Property Protection
Advance” shall have the meaning assigned to the term “Servicing Advance” in the Servicing Agreement or such
other analogous term used in the Servicing Agreement.


 


“Purchased Note”
has the meaning assigned to such term in Section 12.


 


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


 


“Qualified Institutional
Lender” shall mean each of the Initial Noteholders (and any Affiliates and subsidiaries of such entity (including, in
the case of Note B-1 and Note B-2, any Affiliate of any Apollo Noteholder) and any other Person that is:


 


(a)   
an entity Controlled (as defined below) by, under common Control with or Controlling any of the Initial Note A-1 Holder,
the Initial Note A-2 Holder, the Initial Note B-1 Holder, the Initial Note B-2 Holder or the Initial Note C Holder, or


 


(b)  
 one or more of the following:


 


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


 


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


 


(iii)        a Qualified Trustee (or in the case of a CDO, a single purpose bankruptcy remote entity which contemporaneously assigns
or pledges its Subordinate Note, or a participation interest therein (or any portion thereof) to a Qualified Trustee) in connection
with (a) a securitization of, (b) the creation of collateralized debt obligations (“CDO”) secured by, or (c)
a financing through an “owner trust” of, a Note (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 which 


 






     18


     


    

  


assigned a rating to one or more classes of securities issued in connection with such
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 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 in
accordance with servicing arrangements for the assets held by the Securitization Vehicle which require that such Approved Servicer
act in accordance with a servicing standard notwithstanding any contrary direction or instruction from any other Person; or (3)
in the case of a Securitization Vehicle that is a CDO, the CDO Asset Manager and, if applicable, each Intervening Trust Vehicle
that is not administered and managed by a CDO Asset Manager which is a Qualified Institutional Lender, are each a Qualified Institutional
Lender under clauses (i), (ii), (iii), (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 $500,000,000, in which (A) the Note A-1 Holder, the Note A-2 Holder, the Note B-1 Holder, the Note B-2
Holder or the Note C Holder, as applicable, (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 entity substantially similar to any of the foregoing, and in the case of any entity referred to in clause (b)(i),
(b)(ii), (b)(iii)(a), (b)(iv)(B) or (b)(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, asset manager or similar
fiduciary) and at least $500,000,000 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


 


(vi)        a Person that is otherwise a Qualified Institutional Lender but is acting in an agency capacity for a syndicate of lenders
where at least 51% of the


 






     19


     


    

 


lenders in such syndicate are otherwise Qualified Institutional Lenders under clauses (b)(i),
(ii), (iv) and (v) above, or


 


(c)   
any entity Controlled (as defined below) 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, or as to which the Rating Agencies
have stated they would not review such entity in connection with the subject transfer.


 


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


 


“Qualified Trustee”
means (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the
laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept
the trust conferred, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or (iii) an institution whose
long-term senior unsecured debt is rated either of the then in effect top two rating categories of each of the applicable Rating
Agencies.


 


“Rating Agencies”
shall mean any of (a) S&P, (b) Moody’s, (c) Fitch, (d) DBRS and (e) KBRA or, (f) 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 the Depositor or Non-Lead Depositor to rate the securities issued in connection with the Securitization
of Note A-1 or Note A-2, respectively; provided, however, that, at any time during which either Note A-1 is an asset
of the Note A-1 Securitization or Note A-2 is an asset of the Note A-2 Securitization, “Rating Agencies” or “Rating
Agency” shall mean with respect to Note A-1 or Note A-2 only those rating agencies that are engaged by the Depositor or Non-Lead
Depositor, respectively, from time to time to rate the securities issued in connection with such Note A-1 Securitization or Note
A-2 Securitization.


 


“Rating Agency
Confirmation” shall mean, after a Securitization, the meaning given thereto or to any analogous term in the Servicing
Agreement including any deemed Rating Agency Confirmation.


 


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


 


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


 


“Regulation
AB” shall mean Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125,
as such rules may be amended from time to 


 






     20


     


    

 


time, and subject
to such clarification and interpretation as have been provided by the Commission or by the staff of the Commission, or as may
be provided by the Commission or its staff from time to time, in each case as effective from time to time as of the
compliance dates specified therein.


 


“Relative Spread”
shall mean any of the Note A Relative Spread, Note B Relative Spread or Note C Relative Spread, as the context may require.


 


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


 


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


 


“Required
Special Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of either
“CSS3” or “CLLSS3”, (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-backed 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-backed securities on watch citing the continuation of such special servicer as special servicer of such
commercial mortgage loans, (iv) in the case of KBRA, KBRA has not cited servicing concerns of such special servicer as the
sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch
status” in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by such special
servicer prior to the time of determination, and (v) in the case of DBRS, 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, and DBRS
has not downgraded or withdrawn the then-current rating on any class of commercial mortgage-backed securities or placed any
class of commercial mortgage-backed 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.


 


“Risk Retention
Requirements” shall mean the credit risk retention requirements of Section 15G of the Exchange Act (15 U.S.C. §78o-11),
as added by Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.


 


“Risk Retention
Rules” shall mean the joint final rule that was promulgated to implement the Risk Retention Requirements (which such
joint final rule has been codified, inter alia, at 17 C.F.R. § 246), as such rule may be amended from time to time, and subject
to such clarification and interpretation as have been provided by the Office of the Comptroller of the Currency, the Board of Governors
of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Federal Housing Finance Agency, the Commission and
the Department of


 






     21


     


    

 


Housing and Urban Development in the adopting release (79 Fed. Reg. 77601 et seq.) or by the staff of any such
agency, or as may be provided by any such agency or its staff from time to time, in each case, as effective from time to time as
of the applicable compliance date specified therein.


 


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


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


“Securitization”
shall mean one or more sales by the Note A-1 Holder, the Note A-2 Holder, Note B-1 Holder, the Note B-2 Holder or Note C Holder
of all or a portion of such Note to a depositor, who will in turn include such portion of such Note as part of a securitization
of one or more mortgage loans.


 


“Securitization
Date” shall mean the effective date on which the Securitization of Note A-1 or portion thereof is consummated.


 


“Securitization
Servicing Agreement” shall mean the Servicing Agreement or the Non-Lead Securitization Servicing Agreement, as the context
may require.


 


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


 


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


 


“Sequential
Pay Event” shall mean any Event of Default with respect to an obligation to pay money due under the Mortgage Loan, any
other Event of Default for which the Mortgage Loan is actually accelerated or any other Event of Default which causes the Mortgage
Loan to become a Specially Serviced Mortgage Loan, or any bankruptcy or insolvency event that constitutes an Event of Default;
provided, however, that unless the Servicer has notice or knowledge of such event at least ten (10) Business Days
prior to the applicable distribution date, distributions will be made sequentially beginning on the subsequent distribution date;
provided, further, that the aforementioned requirement of notice or knowledge will not apply in the case of distribution
of the final proceeds of a liquidation or final disposition of the Mortgage Loan. A Sequential Pay Event shall no longer exist
to the extent it has been cured (including any cure payment made by the Note B Holder or the Note C Holder in accordance with
Section 11) and shall not be deemed to exist to the extent the Note B Holder or the Note C Holder is exercising its cure
rights under Section 11 or the default that led to the occurrence of such Sequential Pay Event has otherwise been cured
or waived.


 


“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 Servicing Agreement or at any time that the Mortgage Loan
is no longer subject to the provisions of the 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.


 



     22


     


    

 





“Servicing Agreement”
shall mean the Lead Securitization Servicing Agreement; provided that in the event that the Lead Securitization Note is
no longer an asset of the trust fund created pursuant to the Lead Securitization Servicing Agreement, the “Servicing Agreement”
shall be determined in accordance with Section 2(f).


 


“Servicing Fee
Rate” shall be the per annum rate at which primary servicing fees are payable in respect of the Mortgage Loan (but in
no event in excess of 0.00250%) per annum) as set forth in the Servicing Agreement. The Servicing Fee Rate shall not reflect any
master servicing fees payable by any Noteholder.


 


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


 


“Servicing Transfer
Event” shall have the meaning assigned to such term in the Servicing Agreement.


 


“Special Servicer”
shall mean the special servicer appointed pursuant to the Servicing Agreement and this Agreement.


 


“Specially Serviced
Loan” shall have the meaning assigned to such term in the Servicing Agreement.


 


“Subordinate
Note” shall mean each of Note B-1, Note B-2 and Note C.


 


“Subordinate
Noteholder” shall mean each of the Note B-1 Holder, the Note B-2 Holder and the Note C Holder.


 


“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.


 


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


 


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


 


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


 


“Trustee”
shall mean the trustee appointed pursuant to 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


 






     23


     


    

 


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


 


“Withheld Amounts”
shall have the meaning assigned to such term in Section 3.


 


“Workout”
shall mean any written modification, waiver, amendment, restructuring or workout of the Mortgage Loan or the Note entered into
with the Mortgage Loan Borrower in accordance with this Agreement and the Servicing Agreement.


 


Section 2.      Servicing.


 


(a) Each
Noteholder acknowledges and agrees that, subject to this Agreement, the Mortgage Loan shall be serviced pursuant to this
Agreement and the Servicing Agreement; provided that the Master Servicer shall not be obligated to advance
monthly payments of principal or interest in respect of the Notes other than the Lead Securitization Note if such principal
or interest is not paid by the Mortgage Loan Borrower but shall be obligated to advance delinquent real estate taxes,
insurance premiums and other expenses related to the maintenance of the Mortgaged Property and maintenance and enforcement of
the lien of the Mortgage thereon, subject to the terms of the Servicing Agreement (including a determination of
recoverability thereunder). Each Noteholder acknowledges that another Noteholder (including, in particular, the Note A-1
Holder and the Note A-2 Holder) may elect, in its sole discretion, to include the related Note in a Securitization and agrees
that it will reasonably cooperate with such other Noteholder, at such other Noteholder’s expense, to effect such
Securitization. Subject to the terms and conditions of this Agreement, each Noteholder hereby irrevocably and unconditionally
consents to the appointment of the Master Servicer, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer and the Trustee under the Servicing Agreement by the Depositor, and the appointment of the Special
Servicer as the initial Special Servicer under the Servicing Agreement by the Depositor (subject to replacement by the
Controlling Noteholder as provided herein) 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 this Agreement and the Servicing
Agreement. Each Noteholder hereby appoints the Master Servicer, the Special Servicer and the Trustee in the Lead
Securitization as such Noteholder’s attorney-in-fact to sign any documents reasonably required with respect to the
administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the
rights of the Noteholders set forth herein and in the Servicing Agreement). In no event shall the Servicing Agreement require
any Servicer to enforce the rights of any Noteholder against any other Noteholder or limit any Servicer in enforcing the
rights of one Noteholder against any other Noteholder; however, this statement shall not be construed to otherwise limit the
rights of one Noteholder with respect to any other Noteholder. Each Servicer shall be required pursuant to the Servicing
Agreement to service the Mortgage Loan in accordance with the Servicing Standard, the terms of the Mortgage Loan Documents,
the 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.


 



     24


     


    

 





(b) In
no event shall any Subordinate Noteholder be entitled to exercise any rights of the “directing holder”,
controlling or consulting class or any analogous class or holder under the Servicing Agreement except to the extent such
Subordinate Noteholder is given such rights expressly under the terms of this Agreement or the Servicing Agreement in its
capacity as the Controlling Noteholder, and in no event may any such “directing holder”, controlling or
consulting class or analogous class or holder under the Servicing Agreement have any of the rights of the Controlling
Noteholder hereunder except during a Note B Control Appraisal Period.


 


(c) In
no event may the Servicing Agreement change the interest allocable to, or the amount of any payments due to,
any Subordinate Noteholder or materially increase any Subordinate Noteholder’s obligations or materially decrease
any Subordinate Noteholder’s rights, remedies or protections hereunder or otherwise adversely affect any Subordinate
Noteholder’s rights hereunder.


 


(d) 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) (i) shall be required to make Property Protection Advances with
respect to the Mortgage Loan, subject to the terms of the Lead Securitization Servicing Agreement and this Agreement, and
(ii) may be required to make P&I Advances on the Lead Securitization Note, if and to the extent provided in the Lead
Securitization Servicing Agreement and this Agreement. The Master Servicer, the Special Servicer and the Trustee, as
applicable, will be entitled to reimbursement for a Property Protection Advance, first from funds on deposit in each of the
Collection Account and the Companion Distribution Account that (in any case) represent amounts received on or in respect of
the Mortgage Loan in the manner provided in the Lead Securitization Servicing Agreement, and then, in the case of
Nonrecoverable Property Protection Advances, if such funds on deposit in the Collection Account and Companion Distribution
Account are insufficient, from general collections of the Lead Securitization as provided in the Lead Securitization
Servicing Agreement 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 Amounts on a Property
Protection Advance or a Nonrecoverable Property Protection 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
Property Protection Advances, from general collections of the Non-Lead Securitization as provided below. 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 Property Protection Advance or any
Advance Interest Amounts on a Property Protection Advance or a Nonrecoverable Property Protection Advance, the Non-Lead
Securitization Noteholder (including from general collections or any other amounts from the Non-Lead Securitization Trust)
shall be required to, promptly following notice from the Master Servicer, reimburse the Lead Securitization for its pro
rata share of such Nonrecoverable Property Protection Advance or Advance Interest Amounts.


 


In addition, the Non-Lead
Securitization Noteholder (including, but not limited to, the Non-Lead Securitization Trust) shall be required to, promptly following
notice from the Master Servicer or the Special Servicer, pay or reimburse the Lead Securitization for the Non-Lead Securitization
Noteholder’s pro rata share of any additional trust fund expenses with respect to


 






     25


     


    

 


the Mortgage Loan or the Mortgaged
Property, any other fees, costs or expenses incurred in connection with the servicing and administration of the Mortgage Loan and
allocable to the Note A Holders pursuant to this Agreement and 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, and any fees, costs or expenses related to obtaining a Rating Agency Confirmation and
allocated to the Note A Holders, in each case to the extent amounts on deposit in the Companion Distribution Account that are allocated
to the Non-Lead Securitization Note are insufficient for reimbursement of such amounts (which such reimbursement shall be made,
if the Non-Lead Securitization Note has been included in a Non-Lead Securitization, from general collections or any other amounts
from such Non-Lead Securitization Trust). The Non-Lead Securitization Holder agrees to indemnify (i) (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 Lead Securitization Servicing Agreement) each of the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Depositor (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) and (ii) the Lead Securitization Trust (such parties in clause (i) and the
Lead Securitization Trust, collectively, the “Indemnified Parties”) against any claims, losses, penalties, fines,
forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection
with the servicing and administration of the Mortgage Loan and the Mortgaged Property (or, with respect to the 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 Companion Distribution Account that are allocated to the Non-Lead Securitization Note
are insufficient for reimbursement of such amounts, the Non-Lead Securitization Noteholder shall be required to, promptly following
notice from the Master Servicer, the Special Servicer or the Trustee, reimburse each of the applicable Indemnified Parties for
its pro rata share of the insufficiency (including, if the Non-Lead Securitization Note has been included in a Non-Lead
Securitization, from general collections or any other amounts from such Non-Lead Securitization Trust).


 


The Non-Lead Master Servicer
may be required to make P&I Advances on the Non-Lead Securitization Note, from time to time, subject to the terms of the Non-Lead
Securitization Servicing Agreement, the Lead Securitization Servicing Agreement and this Agreement. The Master Servicer, the Special
Servicer and the Trustee, as applicable, shall be entitled to make their own recoverability determination with respect to a P&I
Advance to be made on the Lead Securitization Note based on the information that they have on hand and in accordance with the Lead
Securitization Servicing Agreement. The Non-Lead Master Servicer and the Non-Lead Special Servicer and the Non-Lead Trustee, as
applicable, shall be entitled to make their own recoverability determination with respect to a P&I Advance to be made on the
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 the Non-Lead Master Servicer or the Non-Lead Trustee
shall be required to notify each other servicer and trustee with respect to a Securitization of the amount of its P&I Advance
within two (2) Business Days of making such advance. If the Master Servicer, the Special Servicer or the Trustee, as applicable
(with respect to the Lead Securitization Note) or the Non-Lead Master


 






     26


     


    

 


Servicer, the Non-Lead Special Servicer or the Non-Lead Trustee,
as applicable (with respect to the 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 Property Protection Advance would be non-recoverable or
an outstanding Property Protection 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 the Non-Lead Master Servicer or the Non-Lead Trustee (as provided in the Non-Lead Securitization
Servicing Agreement, in the case of a determination of non-recoverability by the Non-Lead Master Servicer, the Non-Lead Special
Servicer or the Non-Lead Trustee) shall notify the Master Servicer and the Trustee, or the Non-Lead Master Servicer and the Non-Lead
Trustee, as the case may be, within two (2) Business Days of making such determination. Each of the Master Servicer, the Trustee,
the Non-Lead Master Servicer and the Non-Lead Trustee, as applicable, will only be entitled to reimbursement for a P&I Advance
that becomes non-recoverable and advance interest thereon first from the Collection Account (in the case of the Lead Securitization
Note) or the Companion Distribution Account (in the case of the Non-Lead Securitization Note) 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 the Non-Lead Securitization Note, from general collections of the Non-Lead Securitization Trust, as and
to the extent provided in the Non-Lead Securitization Servicing Agreement.


 


(e) The
Servicing Agreement shall contain provisions to the effect that (and to the extent such following provisions are not included
in the Servicing Agreement, they shall be deemed incorporated therein and made a part thereof):


 


(i)           any payments received on the Mortgage Loan shall be paid by the Master Servicer to each of the Noteholders on the “master
servicer remittance date” under the Servicing Agreement;


 


(ii)          each Non-Lead Noteholder shall be entitled to receive, and the Master Servicer and the Special Servicer shall provide access
to, any information relating to the Mortgage Loan, the Mortgage Loan Borrower or the Mortgaged Property as such Non-Lead Noteholder
may reasonably request and would be customarily in the possession of, or collected or known by, the Master Servicer or the Special
Servicer of mortgage loans similar to the Mortgage Loan and, in any event, all information that is required to be provided to holders
of the securities issued by the Lead Securitization Trust but not limited to standard CREFC reports and Asset Status Reports, provided
that if an interest in the requesting Noteholder or its related Note is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower
Related Party, then such requesting Noteholder shall not be entitled to receive the Asset Status Report or any other information
relating to the Special Servicer’s workout strategy or any “excluded information” or analogous term under the
Servicing Agreement;


 


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


 



     27


     


    

 





(iv)         the Servicing Agreement may not be amended without the consent of each Non-Lead Noteholder if such amendment would be materially
adverse to such Non-Lead Noteholder or would materially adversely affect the Mortgage Loan or any Non-Lead Noteholder’s rights
with respect thereto or would alter any term that is defined herein by reference to the Servicing Agreement in a manner that is
materially adverse to a Non-Lead Noteholder;


 


(v)          Brookfield Real Estate Financial Partners LLC (“BREFP”) or another special servicer selected by the Initial
Note C Holder shall be named as the Special Servicer for the Mortgage Loan under the Servicing Agreement as of the closing of the
Note A-1 Securitization; provided, however, that BREFP or such other special servicer must have the Required Special
Servicer Rating of, or otherwise be acceptable to, each of the Rating Agencies rating each Securitization;


 


(vi)         the Master Servicer or Trustee shall be required to provide written notice to the Non-Lead Master Servicer and the Non-Lead
Trustee of any P&I Advance it has made with respect to the Lead Securitization Note within two (2) Business Days of making
such advance;


 


(vii)        if the Master Servicer determines that a proposed P&I Advance with respect to the Lead Securitization Note or Property
Protection Advance with respect to the Mortgage Loan, if made, or any outstanding P&I Advance or Property Protection Advance
previously made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer shall provide the Non-Lead Master
Servicer written notice of such determination promptly after such determination was made together with such reports that the Master
Servicer delivered to the Special Servicer or Trustee in connection with notification of its determination of nonrecoverability;


 


(viii)       the Master Servicer shall remit all payments allocated to the Non-Lead Securitization Note pursuant to Section 3
or 4, net of the servicing fees payable to the Master Servicer and Special Servicer with respect to such Non-Lead Securitization
Note, and any other applicable fees and reimbursements payable to the Master Servicer, the Special Servicer and the Trustee, to
the Non-Lead Securitization Noteholder by the earlier of (x) the Master Servicer Remittance Date (as defined in the Lead Securitization
Servicing Agreement) and (y) the Business Day following the “determination date” (or any term substantially similar
thereto) as defined in the Non-Lead Securitization Servicing Agreement (such determination date, the “Non-Lead Securitization
Determination Date”), in each case as long as the date on which remittance is required under this clause (viii)
is at least one (1) Business Day after the scheduled monthly payment date under the Mortgage Loan Agreement, provided, that any
late collections received by the Master Servicer after the related due date under the Mortgage Loan shall be remitted by the Master
Servicer in accordance with Section 2(c)(xv) below;


 


(ix)         with respect to each Non-Lead Note, the Master Servicer agrees to deliver or cause to be delivered or to make available
to the Noteholder (or, in the case of a Non-Lead Note held by a Securitization, the related Non-Lead Master Servicer) all reports
required to be delivered by the Master Servicer to the Certificate Administrator and the Trustee


 






     28


     


    

 


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


 


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


 


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


 


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


 


(xiii)        with respect to the Non-Lead Securitization that is subject to reporting requirements under the Securities Act, the Exchange
Act (including Rule 15Ga-1), and Regulation AB, (a) the Master Servicer, any primary servicer, the Special Servicer, the Trustee,
the Certificate Administrator or other party acting as custodian for the Lead Securitization shall be required to deliver (and
shall be required to cause each other servicer and servicing function participant (within the meaning of Items 1123 and 1122, respectively,
of Regulation AB) retained or engaged by it to deliver; provided that such


 






     29


     


    

 


party shall only be required to use commercially
reasonable efforts to cause an Initial Sub-Servicer to deliver), in a timely manner (i) the reports, certifications, compliance
statements, accountants’ assessments and attestations, and information to be included in reports (including, without limitation,
Form ABS-15G, Form 10-K, Form 10-D and Form 8-K), and (ii) upon request, any other materials specified in the Non-Lead Securitization
Servicing Agreement, in the case of sub-clauses (i) and (ii), as the Non-Lead Depositor or the Non-Lead Trustee reasonably
believes, in good faith, are required in order for the Non-Lead Depositor or the Non-Lead Trustee to comply with (1) its obligations
under the Securities Act, the Exchange Act (including Rule 15Ga-1), Regulation AB and Form SF-3 and (2) any applicable comment
letter from the Commission or its obligations with respect to any Deficient Exchange Act Deliverable, (b) without limiting the
generality of the foregoing (x) the Depositor or the Lead Securitization Noteholder shall provide or cause to be provided to the
Non-Lead Depositor (and to counsel to the Non-Lead Depositor) and the Non-Lead Trustee (1) written notice (which may be by email)
in a timely manner (but no later than three (3) Business Days prior to closing) of the occurrence of the Lead Securitization, and
(2) no later than the closing date of the Lead Securitization, a copy of the Lead Securitization Servicing Agreement in an EDGAR-compatible
format, and (y) the Master Servicer and Special Servicer (or any replacement Master Servicer or Special Servicer, as applicable)
shall, upon reasonable prior written request, and subject to the right of the Master Servicer or the Special Servicer, as the case
may be, to review and approve such disclosure materials, permit a holder of the Non-Lead Securitization Note to use such party’s
description contained in the Lead Securitization prospectus (updated as appropriate by the Master Servicer or Special Servicer,
as applicable, at the cost of the Non-Lead Sponsor) or contained in a Lead Securitization Form 8-K), for inclusion in the disclosure
materials or a Form 8-K relating to any securitization of the Non-Lead Securitization Note, and (z) the Master Servicer and the
Special Servicer (or any replacement Master Servicer or Special Servicer, as applicable), shall provide indemnification agreements,
opinions and Regulation AB compliance letters as were or are being delivered with respect to the Lead Securitization (in each case,
at the cost of the Non-Lead Sponsor), and (c) in connection with any amendment of the Lead Securitization Servicing Agreement,
the Depositor shall provide written notice (which may be by email) of such proposed amendment to the Non-Lead Depositor and the
Non-Lead Trustee no later than three (3) Business Days prior to the date of effectiveness of such amendment, and, on the date of
effectiveness of such amendment to the Lead Securitization Servicing Agreement, provide a copy of such amendment in an EDGAR-compatible
format to the Non-Lead Depositor and the Non-Lead Trustee. The Master Servicer and the Special Servicer shall each be required
to provide certification and indemnification to any Certifying Person with respect to any applicable Sarbanes-Oxley Certification
with respect to a Non-Lead Securitization;


 


(xiv)       each of the Master Servicer, the Special Servicer, the Custodian and the Trustee and each Affected Reporting Party shall
cooperate (and require each Servicing Function Participant and Additional Servicer retained by it to cooperate under the applicable
Sub-Servicing Agreement), with the Non-Lead Depositor (including, without limitation, providing all due diligence information,
reports, written responses, negotiations and coordination) to the same extent as such party is required to cooperate with the Depositor
under Article XI (or any article substantially similar thereto) of the Lead Securitization Servicing Agreement and in connection
with Deficient Exchange Act


 






     30


     


    

 


Deliverables. All respective reasonable out-of-pocket costs and expenses incurred by the Non-Lead Depositor
(including reasonable legal fees and expenses of outside counsel to such depositor) in connection with the foregoing (other than
those costs and expenses related to participation by the Non-Lead Depositor in any telephone conferences and meetings with the
Commission and other costs the Non-Lead Depositor must bear pursuant to Article XI (or any article substantially similar thereto)
of the Lead Securitization Servicing Agreement) and any amendments to any reports filed with the Commission therewith shall be
promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from such Non-Lead Depositor;


 


(xv)        any late collections received by the Master Servicer from the Mortgage Loan Borrower that are allocable to the Non-Lead
Securitization Note or reimbursable to the Non-Lead Master Servicer or the Non-Lead Trustee shall be remitted by the Master Servicer
to the Non-Lead Master Servicer within one (1) Business Day of receipt of properly identified funds; provided, however,
that to the extent any such amounts are received after 3:00 p.m. Eastern time on any given Business Day, the Master Servicer shall
use commercially reasonable efforts to remit such amounts to the Non-Lead Master Servicer within one (1) Business Day of receipt
of properly identified funds but, in any event, the Master Servicer shall remit such amounts within two (2) Business Days of receipt
of properly identified funds; and provided, further, that in the event the Master Servicer is in receipt of properly
identified funds that are not available to the Master Servicer, the Master Servicer may instead remit such amounts on the same
Business Day that such properly identified funds become available to the Master Servicer;


 


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


 


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


 


(xviii)     Servicer
Termination Events with respect to the Master Servicer and the Special Servicer shall include: (i) solely with respect to
the Master Servicer, the failure to timely remit payments to a Non-Lead Noteholder, which failure continues unremedied for
one (1) Business Day following the date on which such payment was to be made; (ii) solely with respect to the Special
Servicer, the failure to deposit into any REO Account any amount required to be so deposited within two (2) Business Days
after the date such deposit was to be made, or the failure to remit to the Master Servicer for deposit into the Collection
Account or the related Companion Distribution Account, as applicable, any amount required to be so remitted by the Special
Servicer within one (1) Business Day after the date such remittance was to be made; (iii) solely with respect to the Special
Servicer, the failure to maintain the Required Special Servicer Rating or to be otherwise acceptable to each Rating Agency
rating a Securitization, which failure continues unremedied for a period of sixty (60) days following actual knowledge
thereof by the Special Servicer; (iv) the qualification, downgrade or withdrawal, or placing on “watch status” in
contemplation of a rating downgrade or withdrawal of the


 






     31


     


    

 


ratings of any class of certificates issued in connection
with the Non-Lead Securitization by the Rating Agencies rating such securities (and such qualification, downgrade, withdrawal or
“watch status” placement shall not have been withdrawn by such rating agencies within sixty (60) days of actual knowledge
of such event by the Master Servicer or the Special Servicer, as the case may be), and publicly citing servicing concerns with
the Master Servicer or Special Servicer, as applicable, as the sole or a material factor in such rating action; and (v) the failure
to provide to the Non-Lead Securitization Noteholder (if and to the extent required under the Non-Lead Securitization) reports
required under the Exchange Act, and the rules and regulations thereunder, in a timely fashion. Upon the occurrence of such a Servicer
Termination Event with respect to the Master Servicer affecting any Non-Lead Noteholder and the Master Servicer is not otherwise
terminated pursuant to the Lead Securitization Servicing Agreement, the Trustee shall, upon the direction of any Non-Lead Noteholder,
require the appointment of a subservicer with respect to the affected Non-Lead Note. Upon the occurrence of a Servicer Termination
Event with respect to the Special Servicer affecting a Non-Lead Noteholder and the Special Servicer is not otherwise terminated
pursuant to the Lead Securitization Servicing Agreement, the Trustee shall, upon direction of a Non-Lead Noteholder, terminate
the Special Servicer with respect to, but only with respect to, the Mortgage Loan;


 


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


 


(xx)         if the Non-Lead Securitization Note becomes the subject of an Asset Review pursuant to the Non-Lead Securitization Servicing
Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the Non-Lead
Asset Representations Reviewer in connection with such Asset Review by providing the Non-Lead Asset Representations Reviewer with
any documents reasonably requested by the Non-Lead Asset Representations Reviewer, but only to the extent (x) such documents are
in the possession of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be, and (y) the Non-Lead
Asset Representations Reviewer has not been able to obtain such documents from the related mortgage loan seller; and


 


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





 



     32


     


    

 


Furthermore, Servicing
Agreement, as it relates to the servicing of the Subordinate Notes, shall contain provisions no less favorable to the Subordinate
Noteholders than the comparable provisions contained in the Model PSA.


 





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


 


(i)           the Non-Lead Securitization Noteholder shall be responsible for its pro rata share of any Nonrecoverable Property
Protection 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 and the Mortgaged Property, including without limitation, any unpaid Special Servicing
Fees, Liquidation Fees and Workout Fees relating to the Notes, and that in the event that the funds received with respect to the
Notes are insufficient to cover such Property Protection Advances or additional trust fund expenses, (A) the Non-Lead Master Servicer
will be required to, promptly following notice from the Master Servicer or the Special Servicer, pay or reimburse the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee or the Lead Securitization Trust, as applicable, out of general
funds in the collection account (or equivalent account) established under the Non-Lead Securitization Servicing Agreement for the
Non-Lead Securitization Noteholder’s pro rata share of any such Nonrecoverable Property Protection Advances (together
with advance interest thereon) and/or other 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 Property),
and (B) if the Lead Securitization Servicing Agreement permits the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee to reimburse itself from the Lead Securitization Trust’s general account, then the Master Servicer, the Special
Servicer, the Certificate Administrator or the Trustee, as applicable, may do so, and the Non-Lead Master Servicer will be required
to, promptly following notice from the Master Servicer, the Special Servicer or the Trustee, reimburse the Lead Securitization
Trust out of general funds in the collection account (or equivalent account) established under the Non-Lead Securitization Servicing
Agreement for the Non-Lead Securitization Noteholder’s pro rata share of any such Nonrecoverable Property Protection
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
Property);


 


(ii)          each of the Indemnified Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required
to indemnify each of such Indemnified Parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the
terms of the Lead Securitization Servicing Agreement and, in the case of the Lead Securitization Trust, to the extent of any additional
trust fund expenses with respect to the Mortgage Loan) by the Non-Lead Securitization Trust, against any of the Indemnified Items
to the extent of its pro rata share of such Indemnified Items and, to the extent amounts on deposit in the Companion Distribution
Account that are allocated to the Non-Lead Securitization Note are insufficient for reimbursement of such amounts, the Non-


 






     33


     


    

 


Lead
Master Servicer will be required to reimburse each of the applicable Indemnified Parties for the Non-Lead Securitization Note’s
pro rata share of the insufficiency out of general funds in the collection account (or equivalent account) established under
the Non-Lead Securitization Servicing Agreement;


 


(iii)         the Non-Lead Master Servicer, Non-Lead Trustee or Non-Lead Certificate Administrator will be required to deliver to the
Trustee, the Certificate Administrator, the Special Servicer, the Master Servicer and the Operating Advisor (i) promptly following
the Non-Lead Securitization, notice of the deposit of the Non-Lead Securitization Note into a Securitization Trust (which notice
may be (x) in the form of delivery (which may be by email) of a copy of the Non-Lead Securitization Servicing Agreement, or (y)
by email notification together with contact information for the Non-Lead Trustee, the Non-Lead Certificate Administrator, the Non-Lead
Master Servicer, the Non-Lead Special Servicer and the party designated to exercise the rights of the Note A-2 Holder as a “Non-Controlling
Noteholder” under this Agreement), accompanied by a 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, the Non-Lead Trustee or the party designated
to exercise the rights of the Note A-2 Holder as a “Non-Controlling Noteholder” under this Agreement (together with
the relevant contact information) (which may be in the form of email delivery of a copy of any revised Non-Lead Securitization
Servicing Agreement); and


 


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


 


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


 


(i)           give the Note A-2 Holder notice of the Securitization of the Lead Securitization Note in writing (which may be by email)
not less than three (3) Business Days prior to the applicable pricing date for the Lead Securitization, together with contact information
for each of the parties to the Lead Securitization Servicing Agreement; and


 


(ii)          send to the Non-Lead Securitization Noteholder and the parties to the Non-Lead Securitization Servicing Agreement (that
are not also party to the Lead Securitization Servicing Agreement) (x) on the Lead Securitization Date (to the extent the applicable
parties to the related Non-Lead Securitization Servicing Agreement have been engaged by the related Non-Lead Depositor on or prior
to the Lead Securitization Date), a copy (in EDGAR-compatible format) of the execution version of the Lead Securitization Servicing
Agreement, (y) within (1) one Business Day after the date of any re-filing by the Depositor of the Lead Securitization Servicing
Agreement with the Commission to account for any changes thereto (other than a formal amendment thereto following the Lead Securitization
Date), a copy (in EDGAR-compatible format) of the re-filed Lead Securitization Servicing Agreement, and (z) promptly following
distribution thereof to the parties to the Lead Securitization Servicing Agreement, any changes made by the Depositor to the Lead
Securitization Servicing Agreement (other than a formal amendment thereto following the Lead Securitization Date).


 



     34


     


    

 





(h) The
Non-Lead Securitization Noteholder shall provide (or cause to be provided) to the Lead Securitization Noteholder and the
parties to the Lead Securitization Servicing Agreement (provided that the Lead Securitization Servicing Agreement has
been delivered to the Non-Lead Securitization Noteholder) notice of the closing of the Non-Lead Securitization, in writing
(which may be by email) prior to or promptly following the Non-Lead Securitization Date, which notice shall include a copy of
the Non-Lead Securitization Servicing Agreement.


 


(i) Notwithstanding
anything to the contrary contained in this Agreement, any obligation of the Servicer pursuant to the terms hereof shall be
performed by the Master Servicer or the Special Servicer, as applicable, as set forth in the Servicing Agreement.


 


(j) At any time
after the Securitization Date that Note A-1 is no longer subject to the provisions of the Servicing Agreement, the Note A-1
Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that contains servicing provisions
which are the same as or more favorable to the Note A-2 Holder and each Subordinate Noteholder, in substance, to those in the
Servicing Agreement and all references herein to the “Servicing Agreement” shall mean such subsequent servicing
agreement; provided, however, that if the Non-Lead Securitization Note is in a Securitization, then a written
confirmation shall have been obtained from each Rating Agency rating such Securitization 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,
that until a replacement servicing agreement has been entered into, the Note A-1 Holder shall cause the Mortgage Loan to be
serviced in accordance with the servicing provisions set forth in the Servicing Agreement as if such agreement was still in
full force and effect with respect to the Mortgage Loan; provided, however, that the Servicer under such
replacement Servicing Agreement shall have no further obligations to advance monthly payments of principal and interest; provided, further, however,
that until a replacement servicing agreement is in place, the actual servicing of the Mortgage Loan may be performed by any
nationally recognized commercial mortgage loan servicer meeting the requirements of the Servicing Agreement appointed by the
Note A-1 Holder and the special servicer appointed by the Controlling Noteholder (which special servicer must satisfy the
Required Special Servicer Rating of, or otherwise be acceptable to, each of the Rating Agencies rating any outstanding
Securitization) and does not have to be performed by the service providers set forth under the Servicing Agreement.


 


Section 3.     Subordination of the Subordinate Notes; Payments Prior to a Sequential Pay Event. Note B-1 and Note B-2 and the respective
rights of the Note B-1 Holder and the Note B-2 Holder to receive payments of interest, principal and other amounts with respect
to Note B-1 and Note B-2, respectively, shall at all times be junior, subject and subordinate to Note A-1 and Note A-2 and the
respective rights of the Note A-1 Holder and Note A-2 Holder to receive payments of interest, principal and other amounts with
respect to Note A-1 and Note A-2, respectively, as and to the extent set forth herein. Note C and the rights of the Note C Holder
to receive payments of interest, principal and other amounts with respect to such Note C shall at all times be junior, subject
and subordinate to Note A-1, Note A-2, Note B-1 and Note B-2 and the respective rights of the Note A-1 Holder, the Note A-2 Holder,
the Note B-1 Holder and the Note B-2 Holder to receive payments of interest, principal and other amounts with respect to Note A-1,
Note A-2, Note B-1 and Note B-2, respectively, as and to the extent set forth herein. If no


 






     35


     


    

 


Sequential Pay Event shall have occurred
and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to
or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in
the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other
collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements
that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower
in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x)
all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms
of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect
of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that are then
due, payable or reimbursable to any Servicer (excluding master servicing fees, trustee fees, certificate administrator fees, operating
advisor fees and asset representations reviewer fees, all of which shall be payable by each of the Note A-1 Holder and the Note
A-2 Holder to such parties out of distributions made to them in respect of Note A-1 and Note A-2, respectively), with respect to
the Mortgage Loan pursuant to the Servicing Agreement (such amounts contemplated by clauses (x) and (y), “Withheld
Amounts”), shall be distributed by the Master Servicer in the following order of priority without duplication (and payments
shall be made at such times as are set forth in the Servicing Agreement):


 


(a) first,
to the Note A-1 Holder and the Note A-2 Holder, pro rata (based on their respective entitlements to interest) in an
amount equal to the accrued and unpaid interest on the Note A-1 Principal Balance and the Note A-2 Principal
Balance, respectively, at the Net Note A Rate;


 


(b) second,
to the Note A-1 Holder and the Note A-2 Holder, pro rata (based on the Note A-1 Principal Balance and the Note A-2
Principal Balance) in an aggregate amount equal to the sum of (x) the Note A Percentage Interest of all principal payments
received (other than principal payments related to Insurance and Condemnation Proceeds that the Mortgage Loan Borrower is
required to pay to the Noteholders on a sequential basis), if any, with respect to such Monthly Payment Date with respect to
the Mortgage Loan and (y) any Insurance and Condemnation Proceeds received, if any, with respect to such Monthly Payment Date
with respect to the Mortgage Loan allocated as principal on the Mortgage Loan and payable to the Noteholders, until the Note
A-1 Principal Balance and the Note A-2 Principal Balance have been reduced to zero;


 


(c) third,
to the Note A-1 Holder and the Note A-2 Holder, pro rata (based on their respective entitlements) up to the amount of
any unreimbursed out-of-pocket costs and expenses paid by such Note A-1 Holder and Note A-2 Holder including any Recovered
Costs not previously reimbursed by the Mortgage Loan Borrower (or paid or advanced by any Servicer on its behalf and not
previously paid or reimbursed to such Servicer) with respect to the Mortgage Loan pursuant to this Agreement or the
Servicing Agreement;


 


(d) fourth,
to the Note B-1 Holder and the Note B-2 Holder, pro rata (based on their respective entitlements to interest) in an
amount equal to the accrued and unpaid interest on


 






     36


     


    

 


the Note B-1 Principal Balance and the Note B-2 Principal Balance,
respectively, at the Net Note B Rate;


 


(e) fifth,
to the Note B-1 Holder and the Note B-2 Holder, pro rata (based on the Note B-1 Principal Balance and the Note B-2
Principal Balance) in an aggregate amount equal to the sum of (x) the Note B Percentage Interest of all principal payments
received (other than principal payments related to Insurance and Condemnation Proceeds that the Mortgage Loan Borrower is
required to pay to the Noteholders on a sequential basis), if any, with respect to such Monthly Payment Date with respect
to the Mortgage Loan and (y) any Insurance and Condemnation Proceeds received, if any, with respect to such Monthly Payment
Date with respect to the Mortgage Loan allocated as principal on the Mortgage Loan and payable to the Noteholders remaining
after giving effect to the allocations in clause (b) above, until the Note B-1 Principal Balance and the Note B-2
Principal Balance have been reduced to zero;


 


(f) sixth,
to the Note C Holder in an amount equal to the accrued and unpaid interest on the Note C Principal Balance at the Net Note C
Rate;


 


(g) seventh,
to the Note C Holder in an amount equal to the sum of (x) the Note C Percentage Interest of all principal payments received
(other than principal payments related to Insurance and Condemnation Proceeds that the Mortgage Loan Borrower is required to
pay to the Noteholders on a sequential basis), if any, with respect to such Monthly Payment Date with respect to the Mortgage
Loan and (y) any Insurance and Condemnation Proceeds received, if any, with respect to such Monthly Payment Date with respect
to the Mortgage Loan allocated as principal on the Mortgage Loan and payable to the Noteholders remaining after giving effect
to the allocations in clauses (b) and (e) above, until the Note C Principal Balance has been reduced to
zero;


 


(h) eighth,
to the Note A-1 Holder and the Note A-2 Holder, pro rata (based on the Note A-1 Principal Balance and the Note A-2
Principal Balance) in an aggregate amount equal to the product of (i) the Note A Percentage Interest multiplied by (ii) the
Note A Relative Spread, and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


 


(i) ninth,
to the Note B-1 Holder and the Note B-2 Holder, pro rata (based on the Note B-1 Principal Balance and the Note B-2
Principal Balance) in an aggregate amount equal to the product of (i) the Note B Percentage Interest multiplied by (ii) the
Note B Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


 


(j) tenth,
to the Note C Holder in an amount equal to the product of (i) the Note C Percentage Interest multiplied by (ii) the Note C
Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


 


(k) eleventh,
to the extent the Note B-1 Holder and the Note B-2 Holder have made any payments or advances to cure defaults pursuant to Section
11, to reimburse such Note B-1 Holder and Note B-2 Holder for all such cure payments;


 


(l) twelfth,
to the extent the Note C Holder has made any payments or advances to cure defaults pursuant to Section 11, to
reimburse the Note C Holder for all such cure payments;


 



     37


     


    

 





(m) thirteenth,
if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts
required to be applied in accordance with the foregoing clauses (a)-(l) and, as a result of a Workout the aggregate Principal
Balance of Note B-1 and Note B-2 has been reduced, such excess amount shall be paid to the Note B-1 Holder and Note B-2
Holder pro rata (based on the Note B-1 Principal Balance and the Note B-2 Principal Balance) in an aggregate amount up
to the reduction, if any, of the Note B-1 Principal Balance and the Note B-2 Principal Balance as a result of such Workout,
plus interest on such aggregate amount at the related Note B Rate;


 


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


 


(o) fifteenth,
to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise
applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances,
to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or
payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage
Loan Borrower, shall be paid pro rata to the Note A Holders, the Note B Holders and the Note C Holder in accordance
with the Note A Percentage Interest, the Note B Percentage Interest and the Note C Percentage Interest, respectively, with
the amount distributed to the Note A Holders to be allocated between the Note A-1 Holder and the Note A-2 Holder pro
rata based on the Note A-1 Principal Balance and the Note A-2 Principal Balance, and with the amount distributed to the
Note B Holders to be allocated between the Note B-1 Holder and the Note B-2 Holder pro rata based on the Note B-1
Principal Balance and the Note B-2 Principal Balance; and


 


(p) sixteenth,
if any excess amount, including, without limitation, any Default Interest, is available to be distributed in respect of the
Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(o), any remaining amount shall be paid pro
rata to the Note A Holders, the Note B Holders and the Note C Holder in accordance with the initial Note A Percentage
Interest, the initial Note B Percentage Interest and the initial Note C Percentage Interest, respectively, with the amount
distributed to the Note A Holders to be allocated between the Note A-1 Holder and the Note A-2 Holder pro rata based
on the Note A-1 Principal Balance and the Note A-2 Principal Balance, and with the amount distributed to the Note B Holders
to be allocated between the Note B-1 Holder and the Note B-2 Holder pro rata based on the Note B-1 Principal Balance
and the Note B-2 Principal Balance.


 


Section 4.      Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in
accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event shall have occurred and be continuing,
all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with
the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof (including without limitation amounts received
by the Master Servicer or Special Servicer


 






     38


     


    

 


pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect
of Advances), whether received in the form of Monthly Payments, any proceeds from the sale or distribution of any Foreclosure Property,
the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing
the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied
to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of
the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding any Withheld Amounts, shall be distributed
by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are
set forth in the Servicing Agreement):


 


(a) first,
to the Note A-1 Holder and the Note A-2 Holder, pro rata (based on their respective entitlements to interest) in an
amount equal to the accrued and unpaid interest on the Note A-1 Principal Balance and the Note A-2 Principal Balance,
respectively, at the Net Note A Rate;


 


(b) second,
to the Note A-1 Holder and the Note A-2 Holder, pro rata (based on the Note A-1 Principal Balance and the Note A-2
Principal Balance), until the Note A-1 Principal Balance and the Note A-2 Principal Balance have been reduced to zero;


 


(c) third,
to the Note A-1 Holder and the Note A-2 Holder, pro rata (based on their respective entitlements) up to the amount of
any unreimbursed out-of-pocket costs and expenses paid by such Note A-1 Holder and Note A-2 Holder including any Recovered
Costs, in each case to the extent reimbursable by the Mortgage Loan Borrower but not previously reimbursed by the
Mortgage Loan Borrower (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed to such
Servicer), with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement;


 


(d) fourth,
to the Note B-1 Holder and the Note B-2 Holder, pro rata (based on their respective entitlements to interest) in an
amount equal to the accrued and unpaid interest on the Note B-1 Principal Balance and the Note B-2 Principal Balance,
respectively, at the Net Note B Rate;


 


(e) fifth,
to the Note B-1 Holder and the Note B-2 Holder, pro rata (based on the Note B-1 Principal Balance and the Note B-2
Principal Balance), until the Note B-1 Principal Balance and the Note B-2 Principal Balance have been reduced to zero;


 


(f) sixth,
to the extent the Note B-1 Holder and the Note B-2 Holder have made any payments or advances to cure defaults pursuant to Section
11, to reimburse the Note B-1 Holder and the Note B-2 Holder for all such cure payments; and to the Note B-1 Holder and
the Note B-2 Holder in the amount of any other unreimbursed reasonable out-of-pocket costs and expenses paid by the Note B-1
Holder and the Note B-2 Holder, in each case to the extent reimbursable by, but not previously reimbursed by, the Mortgage
Loan Borrower;


 


(g) seventh,
to the Note C Holder in an amount equal to the accrued and unpaid interest on the Note C Principal Balance at the Net Note C
Rate;


 



     39


     


    

 


 


 






 





(h) eighth,
to the Note C Holder, until the Note C Principal Balance has been reduced to zero;


 


(i) ninth, to the extent the Note C Holder has made any payments or advances to cure defaults pursuant to Section
11, to reimburse the Note C Holder for all such cure payments; and to the Note C Holder in the amount of any other unreimbursed
reasonable out-of-pocket costs and expenses paid by the Note C Holder, in each case to the extent reimbursable by, but not previously
reimbursed by, the Mortgage Loan Borrower;


 


(j) tenth, to the Note A-1 Holder and the Note A-2 Holder, pro rata (based on the Note A-1 Principal Balance and
the Note A-2 Principal Balance) in an aggregate amount equal to the product of (i) the Note A Percentage Interest multiplied by
(ii) the Note A Relative Spread, and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


 


(k) eleventh, to the Note B-1 Holder and the Note B-2 Holder, pro rata (based on the Note B-1 Principal Balance
and the Note B-2 Principal Balance) in an aggregate amount equal to the product of (i) the Note B Percentage Interest multiplied
by (ii) the Note B Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


 


(l) twelfth, to the Note C Holder in an amount equal to the product of (i) the Percentage Interest of such Note multiplied
by (ii) the Note C Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


 


(m) thirteenth,
if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required
to be applied in accordance with the foregoing clauses (a)-(l) and, as a result of a Workout the aggregate Principal Balance of
Note B-1 and Note B-2 has been reduced, such excess amount shall be paid to the Note B-1 Holder and Note B-2 Holder pro rata
(based on the Note B-1 Principal Balance and the Note B-2 Principal Balance) in an aggregate amount up to the reduction, if any,
of the Note B-1 Principal Balance and the Note B-2 Principal Balance as a result of such Workout, plus interest on such aggregate
amount at the related Note B Rate;


 


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


 


(o) 
fifteenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required
to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on
any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements
or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan
Borrower, shall be paid pro rata to the Note A Holders, the Note B Holders and the Note C Holder in accordance with the
Note A Percentage Interest, the Note B Percentage Interest and the Note C Percentage Interest, respectively, with the amount


 






     40


     


    

 


distributed
to the Note A Holders to be allocated between the Note A-1 Holder and the Note A-2 Holder pro rata based on the Note A-1
Principal Balance and the Note A-2 Principal Balance, and with the amount distributed to the Note B Holders to be allocated between
the Note B-1 Holder and the Note B-2 Holder pro rata based on the Note B-1 Principal Balance and the Note B-2 Principal
Balance; and


 


(p) sixteenth,
if any excess amount, including, without limitation, any Default Interest, is available to be distributed in respect of the Mortgage
Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(o), any remaining amount shall be paid pro rata
to the Note A Holders, the Note B Holders and the Note C Holder in accordance with the initial Note A Percentage Interest,
the initial Note B Percentage Interest and the initial Note C Percentage Interest, respectively, with the amount distributed to
the Note A Holders to be allocated between the Note A-1 Holder and the Note A-2 Holder pro rata based on the Note A-1 Principal
Balance and the Note A-2 Principal Balance, and with the amount distributed to the Note B Holders to be allocated between the
Note B-1 Holder and the Note B-2 Holder pro rata based on the Note B-1 Principal Balance and the Note B-2 Principal Balance.


 


Section 5.         Administration of the Mortgage Loan.


 


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


 


(b) The administration of the Mortgage Loan shall be governed by this Agreement and the Servicing Agreement. Each Noteholder
agrees to be bound by the terms of this Agreement and the Servicing Agreement. The Servicers shall service the Mortgage Loan in
accordance with the terms of this Agreement, including without limitation, the rights of the Subordinate


 






     41


     


    

 


Noteholders
set forth in Section 5(f) below and consistent with the Servicing Standard. Servicing of the Mortgage Loan shall be carried
out by the Master Servicer and, if the Mortgage Loan is a Specially Serviced Mortgage Loan, by the Special Servicer, in each case
pursuant to the Servicing Agreement and consistent with the Servicing Standard. Notwithstanding anything to the contrary contained
herein, in accordance with the Servicing Agreement, the Note A-1 Holder shall cause the Master Servicer and the Special Servicer
to service and administer the Mortgage Loan in accordance with the Servicing Standard, taking into account the interests of each
of the Noteholders as a collective whole (it being understood that (x) the interests of the Note B Holders are subordinate to
Note A-1 and Note A-2 and (y) the interest of the Note C Holder is subordinate to Note A-1, Note A-2, Note B-1 and Note B-2, in
the cause of each of (x) and (y) subject to the terms and conditions of this Agreement, including without limitation the rights
of the Controlling Noteholder), and any Subordinate Noteholder who is not the Mortgage Loan Borrower or a Mortgage Loan Borrower
Related Party shall be deemed a third party beneficiary of such provisions of the Servicing Agreement. The foregoing provisions
of this Section 5(b) shall not limit or modify the rights of the Controlling Noteholder and/or the Controlling Noteholder
Representative to exercise their respective rights specifically set forth under this Agreement.


 


(c) Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Servicing Agreement
and this Agreement (including, without limitation, Sections 5(f) and 6), if the Servicer in connection with a Workout
of the Mortgage Loan modifies the terms thereof in accordance herewith such that (i) the unpaid principal balance of the Mortgage
Loan is decreased, (ii) the Mortgage Loan Rate or scheduled amortization payments on such Mortgage Loan are reduced, (iii) payments
of interest or principal on such Mortgage Loan are waived, reduced or deferred or (iv) any other adjustment (other than an
increase in the Mortgage Loan Rate or increase in scheduled amortization payments) is made to any of the terms of the Mortgage
Loan, all payments to the Note A Holders, Note B Holders and Note C Holder pursuant to Section 3 and Section 4,
as applicable, shall be made as though such Workout did not occur, with the payment terms of Note A-1, Note A-2, Note B-1, Note
B-2 and Note C remaining the same as they are on the date hereof, the full economic effect of all waivers, reductions or deferrals
of amounts due on the Mortgage Loan attributable to such Workout shall be borne, first, by the Note C Holder, second,
by the Note B Holders (pro rata based on the Principal Balances of their respective Notes), and then, by the Note
A Holders (pro rata based on the Principal Balances of their respective Notes), in that order, in each case up to the amount
otherwise due on such Note(s). Subject to the Servicing Agreement and this Agreement (including without limitation Sections
5(f) and (6)), in the case of any modification or amendment described above, the Note A-1 Holder (or the Servicer
on its behalf) will have the sole authority and ability to revise the payment provisions set forth in Section 3 and
Section 4 above in a manner that reflects (x) the subordination of Note B-1 and Note B-2 to Note A-1 and Note A-2 and
(y) the subordination of Note C to Note A-1, Note A-2, Note B-1 and Note B-2, with respect to the loss that is the result of such
amendment or modification, including: (i) the ability to increase the Note A Percentage Interest, to increase or reduce, as
applicable, the Note B Percentage Interest, and to reduce the Note C Percentage Interest in a manner that reflects a loss in principal
as a result of such amendment or modification and (ii) the ability to change the Note A Rate, the Note B Rate and the Note
C Rate, as applicable, in order to reflect a reduction in the Mortgage Loan Rate of the Mortgage Loan but shall not be permitted
to change the order of the clauses set forth in Sections 3 and 4 hereof. Notwithstanding the foregoing, if any Workout,
modification or amendment of the Mortgage Loan extends the original maturity date of the Mortgage Loan, for purposes of this paragraph,
the Balloon Payment


 






     42


     


    

 


will
be deemed not to be due on the original maturity date of the Mortgage Loan but will be deemed due on the extended maturity date
of the Mortgage Loan.


 


(d) All
rights and obligations of the Note A-1 Holder described hereunder may be exercised by the Servicers on behalf of the Note A-1
Holder in accordance with the Servicing Agreement and this Agreement. Each Non-Lead Noteholder shall be provided access to
any website that an investor would be permitted to access in accordance with the procedures set forth in the Servicing
Agreement.


 


(e) If any Note is included as an asset of a REMIC, any provision of this Agreement to the contrary notwithstanding: (i) the
Mortgage Loan shall be administered such that the Notes shall each qualify at all times as (or as interests in) a “qualified
mortgage” within the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired
by or on behalf of the Noteholders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure
of the Mortgage or lien on such property following a default on the Mortgage Loan shall be administered so that the interests of
the Noteholders therein shall at all times qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
of the Code and (iii) 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 Noteholders
may have under the Mortgage Loan Documents, if any such action would constitute a “significant modification” of the
Mortgage Loan, within the meaning of Section 1.860G-2(b) of the regulations of the United States Department of the Treasury, more
than three months after the earliest startup day of any REMIC which includes Note A-1 or Note A-2 (or any portion thereof). The
Noteholders agree that the provisions of this Section 5(e) shall be effected by compliance by the Note A-1 Holder or its
assignees with this Agreement or the Servicing Agreement or any other agreement which governs the administration of the Mortgage
Loan or the Note A-1 Holder’s interests therein. All costs and expenses of compliance with this Section 5(e), to the
extent that such costs and expenses relate to administration of a REMIC or to any determination respecting the amount, payment
or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense, shall be borne by each Noteholder
with respect to the REMIC containing the Note owned by such Noteholder.


 


Anything herein or in
the Servicing Agreement to the contrary notwithstanding, in the event that a Note is included in a REMIC and the other Notes are
not, the other Noteholders shall not be required to reimburse such Noteholder that deposited its Note in the REMIC 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
either such other Noteholder be reduced to offset or make-up any such payment or deficit.


 


(f) (i) Subject
to clauses (ii) or (iii) below, if any consent, modification, amendment or waiver under or other action in respect of the
Mortgage Loan (whether or not a Servicing Transfer Event has occurred and is continuing) that would constitute a Major
Decision


 






     43


     


    

 


has
been requested or proposed or any fact or circumstance has occurred requiring that a Major Decision be made, or if the Servicer
or Special Servicer otherwise intends to make a Major Decision, then the Servicer or Special Servicer, as applicable, shall deliver
prompt written notice thereof to the Controlling Noteholder and its Controlling Noteholder Representative, if any, at least ten
(10) Business Days prior to taking action with respect to such Major Decision (or making a determination not to take action with
respect to such Major Decision), and none of the Servicer, the Special Servicer or any other Person shall implement any decision
with respect to such Major Decision (or make a determination not to take action with respect to such Major Decision) unless and
until the Servicer or the Special Servicer, as applicable, has received the written consent of the Controlling Noteholder (or
its Controlling Noteholder Representative).


 


(ii)       If
the Servicer or Special Servicer, as applicable, has not received a response from the Controlling Noteholder (or its Controlling
Noteholder Representative) with respect to such Major Decision within ten (10) Business Days after delivery of the notice of such
Major Decision, the Note A-1 Holder (or the Special Servicer acting on its behalf) shall deliver an additional copy of the notice
of such Major Decision in all caps bold 14-point font: “This is a Second Notice. Failure to respond within ten (10) Business
Days of this Second Notice will result in a loss of your right to consent with respect to this decision,” and if the Controlling
Noteholder fails to respond to the Note A-1 Holder (or the Special Servicer acting on its behalf) with respect to any such proposed
action within ten (10) Business Days after receipt of such second notice, the Controlling Noteholder shall have no further consent
rights with respect to such action (provided, however, that such failure to reply shall not affect the rights of the Controlling
Noteholder to consent to any future actions).


 


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


 


The Special Servicer
shall be required to provide copies to each Non-Controlling Noteholder of any notice, information and report that is required to
be provided to the Controlling Noteholder pursuant to the Servicing Agreement with respect to any Major Decisions or the implementation
of any recommended actions outlined in an Asset Status Report within the same time frame such notice, information and report is
required to be provided to the Controlling Noteholder, and the Special Servicer shall be required to consult with each Non-Controlling
Noteholder on a strictly non-binding basis, to the extent having received such notices, information and reports, any Non-Controlling
Noteholder requests consultation with respect to any such Major Decisions or the implementation of any recommended actions outlined
in an Asset Status Report, and consider alternative actions recommended by such Non-Controlling Noteholder; provided that
after the expiration of a period of ten (10) Business Days from the delivery to any Non-Controlling Noteholder by the Special Servicer
of written notice of a proposed action, together with copies of the notice, information and reports, the Special Servicer shall
no longer be obligated to consult


 






     44


     


    

 


with
such Non-Controlling Noteholder, whether or not such Non-Controlling Noteholder has responded within such ten (10) Business Day
period (unless, the Special Servicer 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). After the Note A-1 Securitization, references in this paragraph to the Non-Controlling Noteholder
as such term relates to the Note A-1 Holder shall mean the Controlling Class Representative. After the Note A-2 Securitization,
references in this paragraph to the Non-Controlling Noteholder as such term relates to the Note A-2 Holder shall mean the Note
A-2 Controlling Class Representative.


 


In addition to the consultation
rights provided in the immediately preceding paragraph, each Non-Controlling Noteholder shall have the right to attend annual meetings
(which may be held telephonically or in person, at the discretion of the Servicer) with the Lead Securitization Noteholder (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.


 


The Noteholders acknowledge
that the Lead Servicing Agreement may contain certain provisions that give the Lead Operating Advisor certain non-binding consultation
rights with respect to Major Decisions related to compliance with the Risk Retention Rules applicable to the Lead Securitization.


 


(g) Either
(x) the Note B Holders, acting unanimously, or (y) the Note C Holder, shall be entitled to avoid a Note B Control Appraisal
Period or a Note C Control Appraisal Period, respectively, caused by application of an Appraisal Reduction Amount
upon satisfaction of the following (which must be completed within thirty (30) days of the Special Servicer’s receipt
of a third party Appraisal that indicates such Control Appraisal Period has occurred (which such Appraisal the Special
Servicer will be required to deliver to each Subordinate Noteholder within two Business Days of receipt by the Special
Servicer of such third party Appraisal) together with the Special Servicer’s calculation of the Appraisal Reduction
Amount applicable to each Subordinate Note: (i) such Subordinate Noteholder(s) shall have delivered Threshold Event
Collateral as a supplement to the appraised value of the Mortgaged Property, in the amount specified in clause (ii) below, to
the Servicer, together with documentation acceptable to the Servicer in accordance with the Servicing Standard to create and
perfect a first priority security interest in favor of the Servicer on behalf of the Note A-1 Holder in such collateral (a)
cash collateral for the benefit of, and acceptable to, the Servicer or (b) an unconditional and irrevocable standby letter of
credit with the Note A-1 Holder (or after the closing of the Note A-1 Securitization, the Servicer or such other party as
provided under the Servicing Agreement) as the beneficiary, issued by a bank or other financial institutions the long term
unsecured debt obligations of which are rated at least “AA” by S&P, “A” by Fitch and
“Aa2” by Moody’s or the short term obligations of which are rated at least “A-1+” by S&P,
“F-1” by Fitch and “P-1” by Moody’s, in each case ignoring any of the foregoing
ratings requirements with respect to any rating agency that is not one of the Rating Agencies (either (a) or (b), the
“Threshold Event Collateral”), and (ii) the Threshold Event Collateral shall be in an amount which, when
added to the appraised value of the Mortgaged Property as determined pursuant to the Servicing Agreement, would cause the
applicable Control Appraisal Period not to occur. If the requirements of this paragraph are satisfied by a Subordinate
Noteholder (a “Threshold Event Cure”), no Control Appraisal Period


 






     45


     


    

 


caused
by application of an Appraisal Reduction Amount shall be deemed to have occurred with respect to such Subordinate Noteholder.
If a letter of credit is furnished as Threshold Event Collateral, the applicable Subordinate Noteholder(s) shall be required to
renew such letter of credit not later than thirty (30) days prior to expiration thereof or to replace such letter of credit with
a substitute letter of credit or other Threshold Event Collateral with an expiration date that is greater than forty-five (45)
days from the date of substitution; provided, however, that, if a letter of credit is not renewed prior to thirty
(30) days prior to the expiration date of such letter of credit, the letter of credit shall provide that the Servicer may (and
at the direction of the applicable Controlling Noteholder, shall) draw upon such letter of credit and hold the proceeds thereof
as Threshold Event Collateral. If a letter of credit is furnished as Threshold Event Collateral, the applicable Subordinate Noteholder(s)
shall be required to replace such letter of credit with other Threshold Event Collateral within 30 days if the credit ratings
of the issuing entity are downgraded below the required ratings; provided, however, that, if such Threshold Event
Collateral is not so replaced, the Servicer shall draw upon such letter of credit and hold the proceeds thereof as Threshold Event
Collateral. The Threshold Event Cure shall continue until (i) the appraised value of the Mortgaged Property plus the value of
the Threshold Event Collateral would not be sufficient to prevent the applicable Control Appraisal Period from occurring; or (ii)
the occurrence of a Final Recovery Determination. If the appraised value of the Mortgaged Property, upon any redetermination thereof,
is sufficient to avoid the occurrence of a Control Appraisal Period without taking into consideration any, or some portion of,
Threshold Event Collateral previously delivered by one or more Subordinate Noteholder(s), any or such portion of Threshold Event
Collateral held by the Servicer shall promptly be returned to such Subordinate Noteholder(s) (at its/their sole expense). Upon
a Final Recovery Determination with respect to the Mortgage Loan, such Threshold Event Collateral shall be available to reimburse
each Noteholder for any realized loss pursuant to Sections 3 or 4, as applicable, with respect to the Mortgage Loan
after application of the net proceeds of liquidation, not in excess of the Note A-1 Principal Balance, the Note A-2 Principal
Balance, the Note B-1 Principal Balance, the Note B-2 Principal Balance and the Note C Principal Balance, as the case may be,
plus accrued and unpaid interest thereon at the applicable interest rate and all other Additional Servicing Expenses reimbursable
under this Agreement and under the Servicing Agreement. Any Threshold Event Collateral shall be treated as an “outside reserve
fund” for purposes of the REMIC Provisions and such property (and the right to reimbursement of any amounts with respect
thereto from a REMIC) shall be beneficially owned by the posting Noteholder who shall be taxed on all income with respect thereto.
The entire amount of Threshold Event Collateral, without a haircut or other reduction, shall be considered in determining the
sufficiency of such Threshold Event Collateral to avoid a Control Appraisal Period.


 


(h) Regardless of whether a Control Appraisal Period is in effect with respect to either Subordinate Note, each of the Master
Servicer and the Special Servicer shall provide to each Subordinate Noteholder copies of all notices, reports and information that
the Servicing Agreement requires such Master Servicer or Special Servicer, as the case may be, to provide to the Controlling Noteholder
during such time as no Control Appraisal Period is in effect.


 


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


 


(j) If an Event of Default under the Mortgage Loan has occurred and is continuing, the Special Servicer may, in accordance with
the terms and provisions of the Servicing Agreement


 






     46


     


    

 


and
subject to the Servicing Standard, elect to sell (1) the Mortgage Loan, subject to the consent right of the Controlling Noteholder
(or its Controlling Noteholder Representative), in which case such sale would include each of Note A-1, Note A-2, Note
B-1, Note B-2 and Note C as determined by the Special Servicer in accordance with the Servicing Standard (taking into account
the subordinate nature of the Subordinate Notes) or (2) Note A-1 and Note A-2 together, in which case of this clause (2) the Special
Servicer shall provide notice to the Non-Lead Master Servicer who shall provide notice to the related Non-Controlling Noteholder
of the planned sale and of such Non-Controlling Noteholder’s opportunity to submit an offer on the Mortgage Loan.


 


The Non-Lead Securitization
Noteholder hereby appoints the Lead Securitization Noteholder as its agent, and grants to the Lead Securitization Noteholder 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 the Non-Lead Securitization Note. The Non-Lead Securitization Noteholder further agrees that, upon the
request of the Lead Securitization Noteholder, the Non-Lead Securitization Noteholder shall execute and deliver to or at the direction
of the Lead Securitization Noteholder such powers of attorney or other instruments as the Lead Securitization Noteholder may reasonably
request to better assure and evidence the foregoing appointment and grant, in each case promptly following request, and shall deliver
the original Non-Lead Securitization Note, endorsed in blank, to or at the direction of the Lead Securitization Noteholder in connection
with the consummation of any such sale.


 


The authority of the
Lead Securitization Noteholder to sell the Non-Lead Securitization Note, and the obligations of the Non-Lead Securitization Noteholder
to execute and deliver instruments or deliver the Non-Lead Securitization Note upon request of the Lead Securitization Noteholder,
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 Person that sold such Lead Securitization Note into the Lead Securitization from the Lead Securitization Trust
in connection with a material breach of representation or warranty made by such Person with respect to the Lead Securitization
Note or material document defect with respect to the documents delivered by such Person with respect to the Lead Securitization
Note upon the consummation of the Lead Securitization. The preceding sentence shall not be construed to grant to the Non-Lead Securitization
Noteholder the benefit of any representation or warranty made by the Person 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.


 


Section 6.        Appointment of Controlling Noteholder Representative.


 


(a) The Controlling Noteholder shall have the right at any time to appoint a controlling noteholder representative to exercise
its rights hereunder (the “Controlling Noteholder Representative”). The Controlling Noteholder shall have the
right in its sole discretion at any time and from time to time to remove and replace the Controlling Noteholder Representative.
When exercising its various rights under Section 5 and elsewhere in this Agreement, the Controlling Noteholder may, at its
option, in each case, act through the Controlling Noteholder Representative. The Controlling Noteholder Representative may be any
Person (other than the Mortgage Loan Borrower, its principal or any Affiliate of the Mortgage Loan Borrower), including, without


 






     47


     


    

 


limitation,
the Controlling Noteholder, any officer or employee of the Controlling Noteholder, any Affiliate of the Controlling Noteholder
or any other unrelated third party. No such Controlling Noteholder Representative shall owe any fiduciary duty or other duty to
any other Person (other than the Controlling Noteholder). All actions that are permitted to be taken by the Controlling Noteholder
under this Agreement may be taken by the Controlling Noteholder Representative acting on behalf of the Controlling Noteholder
and other Noteholders (and any Servicer) will accept such actions of the Controlling Noteholder Representative as actions of the
Controlling Noteholder. The Note A-1 Holder (or any Servicer on its behalf) shall not be required to recognize any Person as a
Controlling Noteholder Representative until the Controlling Noteholder has notified the Note A-1 Holder (and any Servicer) of
such appointment and, if the Controlling Noteholder Representative is not the same Person as the Controlling Noteholder, the Controlling
Noteholder Representative provides the Note A-1 Holder (and any Servicer) with written confirmation of its acceptance of such
appointment, an address, any fax number and any email address 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, telephone numbers, any fax numbers and any email addresses). The Controlling Noteholder 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 Noteholder Representative until they receive such information from the Controlling Noteholder. The Controlling Noteholder
agrees to inform each such Servicer or Trustee of the then-current Controlling Noteholder Representative.


 


(b) Neither the Controlling Noteholder Representative nor the Controlling Noteholder will have any liability to any other Noteholder
or any other Person for any action taken, or for refraining from the taking of any action pursuant to this Agreement or the Servicing
Agreement, or for errors in judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance, bad
faith or gross negligence. The Noteholders agree that the Controlling Noteholder Representative and the Controlling Noteholder
may take or refrain from taking actions that favor the interests of one Noteholder over any other Noteholder, and that the Controlling
Noteholder Representative may have special relationships and interests that conflict with the interests of a Noteholder and, absent
willful misfeasance, bad faith or gross negligence on the part of the Controlling Noteholder Representative or such Controlling
Noteholder, as the case may be, agree to take no action against the Controlling Noteholder Representative, such Controlling Noteholder
or any of their respective officers, directors, employees, principals or agents as a result of such special relationships or interests,
and that neither the Controlling Noteholder Representative nor such Controlling Noteholder will be deemed to have been grossly
negligent or reckless, or to have acted in bad faith or engaged in willful misfeasance or to have recklessly disregarded any exercise
of its rights by reason of its having acted or refrained from acting solely in the interests of any Noteholder.


 


(c) If the Note A-1 Holder is the Controlling Noteholder, each of the Note A-2 Holder, the Note B Holders and the Note C Holder
acknowledges and agrees all of the aforementioned rights and obligations of the Controlling Noteholder and the Controlling Noteholder
Representative set forth in Section 5(f) and 5(g) and this Section 6 shall be exercisable by the Note
A-1 Holder (or the applicable Person specified in the Servicing Agreement) to the extent set forth in the Servicing Agreement.


 



     48


     


    




 


Section 7.        Special Servicer. The Controlling Noteholder (or its Controlling Noteholder Representative), at its expense (including,
without limitation, the reasonable costs and expenses of counsel to any third parties and costs and expenses of the terminated
Special Servicer), shall have the right, at any time from time to time, to appoint a replacement Special Servicer with respect
to the Mortgage Loan. The Controlling Noteholder (or its Controlling Noteholder Representative) shall be entitled to terminate
the rights and obligations of any Special Servicer under the Servicing Agreement, with or without cause, upon at least ten (10)
Business Days’ prior written notice to the Special Servicer (provided, however, that the Controlling Noteholder
and/or Controlling Noteholder Representative shall not be liable for any termination or similar fee in connection with the removal
of the Special Servicer in accordance with this Section 7); such termination not to be effective unless and until (A) each
Rating Agency delivers a Rating Agency Confirmation (to the extent any portion of the Mortgage Loan has been securitized) (provided
that in the case of any appointment of BREFP as Special Servicer on or before May 31, 2018, Rating Agency Confirmation need only
be obtained from Moody’s so long as BREFP has the Required Special Servicer Rating of, or otherwise is acceptable to, each
of the other Rating Agencies rating each Securitization); (B) the initial or successor Special Servicer has assumed in writing
(from and after the date such successor Special Servicer becomes the Special Servicer) all of the responsibilities, duties and
liabilities of the Special Servicer under the Servicing Agreement from and after the date it becomes the Special Servicer as they
relate to the Mortgage Loan pursuant to an assumption agreement reasonably satisfactory to the Trustee; and (C) the Trustee shall
have received an opinion of counsel reasonably satisfactory to the Trustee to the effect that (x) the designation of such replacement
to serve as Special Servicer is in compliance with the Servicing Agreement, (y) such replacement will be bound by the terms of
the Servicing Agreement with respect to such Mortgage Loan and (z) subject to customary qualifications and exceptions, the applicable
Servicing Agreement will be enforceable against such replacement in accordance with its terms. The Note A-1 Holder shall promptly
provide copies to any terminated Special Servicer of the documents referred to in the preceding sentence. Prior to the Note A-1
Securitization, if the Mortgage Loan becomes a Specially Serviced Mortgage Loan, and if not later than thirty (30) days after the
Mortgage Loan becomes a Specially Serviced Mortgage Loan the Controlling Noteholder (or its Controlling Noteholder Representative)
elects to replace the Special Servicer, then each Noteholder agrees that no liquidation fees or workout fees shall be payable to
the Special Servicer being replaced, unless such Special Servicer shall have either successfully completed a workout or a liquidation,
in which case such fees shall be payable as provided herein. The Note A-1 Holder will reasonably cooperate with the Controlling
Noteholder in order to satisfy the foregoing conditions, including the Rating Agency Confirmation.


 


Section 8.         Payment Procedure.


 


(a)   
The Note A-1 Holder (or the Master Servicer on its behalf), in accordance with the priorities set forth in Section 3
or 4, as applicable, and subject to the terms of the Servicing Agreement, will deposit or cause to be deposited all payments
allocable to the Notes to the Collection Account or Companion Distribution Account established pursuant to the Servicing Agreement.
The Note A-1 Holder (or the Lead Master Servicer on its behalf) shall establish a segregated sub-account for amounts due to each
Noteholder. The Note A-1 Holder (or the Lead Master Servicer acting on its behalf) shall deposit such amounts to the applicable
account within one (1) Business Day following the Note A-1 Holder’s (or the Lead Master Servicer’s acting on its behalf)
receipt of properly identified and available funds from or on behalf of the Mortgage


 






     49


     


    

 


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 Master Servicer 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 Master Servicer shall deposit such amounts into
the applicable account within two (2) Business Days of receipt thereof; and provided, further, that in the event
the Master Servicer is in receipt of properly identified funds that are not available to the Master Servicer, the Master Servicer
may instead deposit such amounts into the Collection Account and Companion Distribution Account, as applicable, on the same Business
Day that such properly identified funds become available to the Master Servicer.


 


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


 


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


 


(d) Each Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage
Loan in excess of its distributable share thereof, it will promptly remit such excess to the Note A-1 Holder (or the Servicer on
its behalf) subject to this Agreement and the Servicing Agreement and to be distributed pursuant to the terms of this Agreement.
The Note A-1 Holder (or the Servicer on its behalf) shall have the right to offset any amounts due hereunder from any other Noteholder,
as applicable, with respect to the Mortgage Loan against any future payments due to such other Noteholder, as applicable, under
the Mortgage Loan, provided, that each Noteholder’s obligations under this Section 8 are separate and distinct
obligations from one another and in no event shall the Note A-1 Holder (or the Servicer on its behalf) enforce the obligations
of one Noteholder against another Noteholder. Each Noteholder’s obligations under this Section 8 constitute absolute,
unconditional and continuing obligations.


 


Section 9.        Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf)
shall have any liability to any other Noteholder


 






     50


     


    

 


except
with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part
of such Noteholder.


 


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


 


Section 10.      Bankruptcy. Subject to the provisions of Section 5(f) hereof and the Servicing Standard, each Noteholder hereby
covenants and agrees that only the Note A-1 Holder (or the Servicer on its behalf) has the right to institute, file, commence,
acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke
or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint
a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan
Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage
Loan Borrower. Subject to the provisions of Section 5(f) hereof and the Servicing Standard, each Noteholder further agrees
that only the Note A-1 Holder, as a creditor, can make any election, give any consent, commence any action or file any motion,
claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the
Bankruptcy Code or in any other Insolvency Proceeding. The Noteholders hereby appoint the Note A-1 Holder as their agent, and grant
to the Note A-1 Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising
any and all rights and taking any and all actions available to the Subordinate Noteholders and the Controlling Noteholder 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 Noteholders, hereby agree that, upon the request of the Note A-1 Holder but subject
to the provisions of Section 5(f), each other Noteholder shall execute, acknowledge and deliver to the Note A-1 Holder all
and every such further deeds, conveyances and instruments as the Note A-1 Holder may reasonably request for the better assuring
and evidencing of the foregoing appointment and grant. All actions taken by any Servicer in connection with any Insolvency Proceeding
are subject to and must be in accordance with the Servicing Standard.


 


Section 11.       Cure Rights of Subordinate Noteholders.


 


(a) Subject
to Section 11(b) below, in the event that the Mortgage Loan Borrower fails to make any payment of principal or
interest on the Mortgage Loan by the end of the applicable grace period (the “Grace Period”) for such
payment permitted under the applicable Mortgage Loan Documents (a “Monetary Default”), the Note A-1 Holder
shall provide written notice to each Subordinate Noteholder and the Controlling Noteholder Representative of such


 






     51


     


    

 


default
(the “Monetary Default Notice”). The Note B Holders, acting unanimously, and the Note C Holder, shall each
have the right, but not the obligation, to cure such Monetary Default within seven (7) Business Days after receiving the Monetary
Default Notice (the “Cure Period”) and at no other times. The Monetary Default Notice shall contain a statement
that the Subordinate Noteholder(s)’ or the Controlling Noteholder Representative’s failure to cure such Monetary Default
within seven (7) Business Days after receiving such notice will result in the termination of the right to cure such Monetary Default.
At the time a payment is made by one or more Subordinate Noteholder(s) to cure a Monetary Default, such Subordinate Noteholder(s)
shall pay or reimburse the Note A-1 Holder and the Note A-2 Holder for all unreimbursed Advances (whether or not recoverable with
respect to any Note), Advance Interest Amounts, any unpaid fees to any Servicer and any Additional Servicing Expenses. No Subordinate
Noteholder shall be required, in order to effect a cure hereunder, to pay any default interest or late charges under the Mortgage
Loan Documents. So long as a Monetary Default exists for which a cure payment permitted hereunder is made, such Monetary Default
shall not be treated as an Event of Default by the Note A-1 Holder (including for purposes of (i) the definition of “Sequential
Pay Event,” (ii) accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents
or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings
with respect to the Mortgaged Property; or (iii) treating the Mortgage Loan as a Specially Serviced Mortgage Loan); provided that such limitation shall not prevent the Note A-1 Holder from collecting Default Interest or late charges from the Mortgage
Loan Borrower to be applied in accordance with this Agreement. Any amounts advanced by a Noteholder on behalf of the Mortgage
Loan Borrower to effect any cure shall be reimbursable to such Noteholder under Section 3 or Section 4,
as applicable.


 


(b) Notwithstanding anything to the contrary contained in Section 11(a), the Subordinate Noteholders’ right to
cure under Section 11(a) shall be limited to a combined total of (i) six (6) cures of Monetary Defaults over the term of
the Mortgage Loan, no more than four (4) of which may be consecutive, and (ii) six (6) cures of Non-Monetary Defaults over the
term of the Mortgage Loan. Additional Cure Periods shall only be permitted with the consent of the Note A-1 Holder and, in
the case of Additional Cure Periods requested by the Note C Holder, the Note B-1 Holder’s consent will also be required.


 


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


 


(d) If an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary
Default”), the Note A-1 Holder shall provide notice of such Non-Monetary Default to each Subordinate Noteholder and the
Controlling


 






     52


     


    

 


Noteholder
Representative of such Non-Monetary Default (the “Non-Monetary Default Notice”) and the Note B Holders, acting
unanimously, and the Note C Holder, shall each have the right, but not the obligation, to cure such Non-Monetary Default until
the later of (a) the expiration date of the cure period afforded to the Mortgage Loan Borrower under the Mortgage Loan Documents,
without regard for the date of receipt by such Subordinate Noteholder(s) of the Non-Monetary Default Notice, and (b) the date
which is thirty (30) days from the date of receipt by such Subordinate Noteholder(s) of the Non-Monetary Default Notice related
to such Non-Monetary Default; provided, however, if such Non-Monetary Default is susceptible of cure but cannot
reasonably be cured within such period and if curative action was promptly commenced and is being diligently pursued by one or
more Subordinate Noteholder(s), such Subordinate Noteholder(s) (unless a Control Appraisal Period has occurred and is continuing
with respect to such Subordinate Noteholder(s)) shall be given an additional period of time as is reasonably necessary to enable
such Subordinate Noteholder(s) in the exercise of due diligence to cure such Non-Monetary Default for so long as (i) such Subordinate
Noteholder(s) diligently and expeditiously proceed to cure such Non-Monetary Default, (ii) such Subordinate Noteholder(s) make
all cure payments that they are permitted to make in accordance with the terms and provisions of Section 11(a) hereof,
(iii) such additional period of time does not exceed ninety (90) days, (iv) such Non-Monetary Default is not caused by an Insolvency
Proceeding or during such period of time that the Note B Holders or Note C Holder have to cure a Non-Monetary Default in accordance
with this Section 11(d) (the “Non-Monetary Default Cure Period”), an Insolvency Proceeding does not
occur, and (v) during such Non-Monetary Default Cure Period, there is no material adverse effect on the value, use or operation
of the Mortgaged Property taken as whole, which cannot be cured by the applicable Subordinate Noteholder(s) within five (5) days
of such notice of such material adverse effect. The Non-Monetary Default Notice shall contain a statement that the Subordinate
Noteholders’ or the Controlling Noteholder Representative’s failure to cure such Non-Monetary Default within the applicable
Non-Monetary Default Cure Period after receiving such notice will result in the termination of the right to cure such Non-Monetary
Default. No Subordinate Noteholder shall contact the Mortgage Loan Borrower in order to effect any cures under Section 11(a)
or this Section 11(d) without the prior written consent of the Note A-1 Holder (or the Servicer on its behalf), such
consent not to be unreasonably withheld, conditioned or delayed.


 


(e) In the event that both the Note B Holders acting unanimously and the Note C Holder deliver a notice of exercise of cure
rights, the Note C Holder shall have the right to effectuate the related cure and the right of the Note B Holders to cure shall
be suspended and any cure payments remitted by the Note B Holders shall be returned to the Note B Holders. In the case of a Non-Monetary
Default, if the Note C Holder does not consummate such cure, notice of which failure the Note A-1 Holder shall promptly communicate
(or cause a Servicing Party to communicate) such fact to the Note B Holders, then, in the case of a failure by the Note C Holder
in circumstances in which the Note B Holders delivered a notice of exercise, the Note B Holders shall have the right to effectuate
such cure within the time period for a cure specified above.


 


Section 12.      Purchase By Subordinate Noteholder(s). Each of (A) the Note B Holders, acting unanimously, and (B) the Note C Noteholder,
shall have the right, by written notice to (x) the Note A-1 Holder and the Note A-2 Holder and (y) if the purchasing Noteholder
is the Note C Holder, the Note B Holders (a “Noteholder Purchase Notice”; the sender(s) of such notice, the
“Purchasing Noteholder”; and each recipient of such notice, a “Selling Noteholder”), delivered


 






     53


     


    

 


at
any time an Event of Default under the Mortgage Loan or a Servicing Transfer Event has occurred and is continuing, to purchase,
in immediately available funds, (i) if the Purchasing Noteholder is the Note B Holders, acting unanimously, Note A-1 and Note
A-2, and (ii) if the Purchasing Noteholder is the Note C Holder, Note A-1, Note A-2, Note B-1 and Note B-2 (each Note specified
in the Noteholder Purchase Notice, a “Purchased Note”), in whole but not in part at the applicable Defaulted
Mortgage Loan Purchase Price. For avoidance of doubt, if one or more Subordinate Noteholder(s) elects to send a Noteholder Purchase
Notice pursuant to this Section 12, it/they must purchase the applicable Purchased Note(s). Upon the delivery of the Noteholder
Purchase Notice to the Selling Noteholder(s), the Selling Noteholder shall sell (and the Purchasing Noteholder shall purchase)
the Purchased Note(s) at the applicable Defaulted Mortgage Loan Purchase Price, on a date (the “Defaulted Note Purchase
Date”) not less than ten (10) days and not more than sixty (60) days after the date of the Noteholder Purchase Notice,
as shall be mutually established by the Purchasing Noteholder and the Selling Noteholder(s). The Noteholder Purchase Notice shall
contain a statement that the Purchasing Noteholder’s failure to purchase the Purchased Note(s) on a Defaulted Note Purchase
Date (other than as a result of any failure to consummate such purchase on the part of the Selling Noteholder or as a result of
the conditions giving rise to such purchase ceasing to exist) will result in the termination of such right in respect of the Event
of Default that caused such purchase right to be exercisable and not in respect of any other Event of Default. Each Subordinate
Noteholder agrees that the sale of any Purchased Notes to it shall comply with all requirements of the Servicing Agreement and
that all actual costs and expenses related thereto shall be paid by the applicable Purchasing Noteholder. The Defaulted Mortgage
Loan Purchase Price shall be calculated by the Selling Noteholder(s) (or the Servicer on its or their behalf) three (3) Business
Days prior to the Defaulted Note Purchase Date (and such calculation shall be accompanied by a listing of all amounts included
in the Defaulted Mortgage Loan Purchase Price and reasonably detailed back-up documentation explaining how such price was determined),
and shall, absent manifest error, be binding upon the Purchasing Noteholder. Concurrently with the payment to the Selling Noteholder(s)
in immediately available funds of the Defaulted Mortgage Loan Purchase Price, the Selling Noteholder(s) shall execute at the sole
cost and expense of the Purchasing Noteholder in favor of the Purchasing Noteholder assignment documentation which will assign
the Purchased Note(s) and the Mortgage Loan Documents without recourse, representations or warranties (except each Selling Noteholder
will represent and warrant that it had good and marketable title to, was the sole owner and holder of, and had power and authority
to deliver its Note and all of its right, title and interest in and to the Mortgage Loan Documents free and clear of all liens
and encumbrances (other than the interest created by the Note(s) that are not the Purchased Note(s))). The right of the Note B
Holders or the Note C Holder to purchase one or more Notes as set forth above in this Section 12 shall automatically terminate
upon a foreclosure sale, sale by power of sale or delivery of a deed in lieu of foreclosure with respect to the Mortgaged Property
(and the Note A-1 Holder shall give the Subordinate Noteholders ten (10) Business Days’ prior written notice of its
intent with respect to such action (which such action shall be subject to Section 5 hereof)). Notwithstanding the foregoing
sentence, if title to the Mortgaged Property is transferred to the Note A-1 Holder (or a designee on its behalf), in a manner
commonly known as “the borrower turning over the keys” and not otherwise in connection with a consummation by the
Note A-1 Holder of a foreclosure sale or sale by power of sale or acceptance of a deed in lieu of foreclosure, less than ten (10)
Business Days after the acceleration of the Mortgage Loan, the Note A-1 Holder shall notify each Subordinate Noteholder of such
transfer and the Note B Holders and Note C Holder shall each have a fifteen (15) Business


 






     54


     


    

 


Day period from the date of such
notice from the Note A-1 Holder to deliver the Noteholder Purchase Notice to the Note A-1 Holder (and, if the Note C Holder is
delivering such Noteholder Purchase Notice, to the Note B Holders), in which case such Subordinate Noteholder shall be obligated
to purchase the Mortgaged Property, in immediately available funds, within such fifteen (15) Business Day period at the applicable
Defaulted Mortgage Loan Purchase Price.


 


Section 13.      Representations of each Subordinate Noteholder. Each Subordinate Noteholder represents, solely as to itself and its
Subordinate Note, and it is specifically understood and agreed, that it is acquiring such Note for its own account in the ordinary
course of its business and none of the Note A-1 Holder, the Note A-2 Holder or the other Subordinate Noteholders shall have any
liability or responsibility to such Subordinate Noteholder except (i) as expressly provided herein or (ii) for actions that are
taken or omitted to be taken by the Note A-1 Holder, Note A-2 Holder or such other Subordinate Noteholder that constitute gross
negligence or willful misconduct or that constitute a breach of this Agreement. Each Subordinate Noteholder represents and warrants
solely as to itself that the execution, delivery and performance of this Agreement is within its corporate powers, has been duly
authorized by all necessary corporate action, and does not contravene its charter or any law or contractual restriction binding
upon such Subordinate Noteholder, and that this Agreement is the legal, valid and binding obligation of such Subordinate Noteholder
enforceable against such Subordinate Noteholder 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 Subordinate Noteholder represents and warrants solely as to itself that it is duly organized, validly existing, in good
standing and possesses of all licenses and authorizations necessary to perform its obligations hereunder. Each Subordinate Noteholder
represents and warrants as to itself that (a) this Agreement has been duly executed and delivered by such Subordinate Noteholder,
(b) to such Subordinate Noteholder’s actual knowledge, all consents, approvals, authorizations, orders or filings of or with
any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by such
Subordinate Noteholder have been obtained or made and (c) to such Subordinate Noteholder’s actual knowledge, there is no
pending action, suit or proceeding, arbitration or governmental investigation against such Subordinate Noteholder, an adverse outcome
of which would materially and adversely affect its performance under this Agreement.


 


Each Subordinate Noteholder
acknowledges that none of the Note A-1 Holder, the Note A-2 Holder or the other Subordinate Noteholders owes such Subordinate Noteholder
any fiduciary duty with respect to any action taken under the Mortgage Loan Documents and, except as provided herein, need not
consult with such Subordinate Noteholder with respect to any action taken by such Note A-1 Holder, Note A-2 Holder or other Subordinate
Noteholder, as applicable, in connection with the Mortgage Loan.


 


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


 






     55


     


    

 


Section 14.      Representations of the Note A-1 Holder and the Note A-2 Holder. Each of the Note A-1 Holder and the Note A-2 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 Noteholder’s charter or any law or contractual
restriction binding upon such Noteholder and that this Agreement is the legal, valid and binding obligation of such Noteholder
as applicable enforceable against it in accordance with its terms. Each of the Note A-1 Holder and the Note A-2 Holder represents
and warrants that it is duly organized, validly existing, in good standing and possession of all licenses and authorizations necessary
to carry on its respective business. Each of the Note A-1 Holder and the Note A-2 Holder represents and warrants that (a) this
Agreement has been duly executed and delivered by such Noteholder, (b) to such Noteholder’s actual knowledge, all consents,
approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution,
delivery and performance of this Agreement by such Noteholder have been obtained or made and (c) to such Noteholder’s actual
knowledge, there is no pending action, suit or proceeding, arbitration or governmental investigation against such Noteholder, an
adverse outcome of which would materially and adversely affect its performance under this Agreement.


 


Each of the Note A-1
Holder and the Note A-2 Holder acknowledges that no other Noteholder owes such Noteholder any fiduciary duty with respect to any
action taken under the Mortgage Loan Documents and, except as provided herein or in the Servicing Agreement, need not consult with
such Noteholder with respect to any action taken by such Noteholder in connection with the Mortgage Loan.


 


Section 15.      Independent Analysis of each Subordinate Noteholder. Each Subordinate Noteholder acknowledges that it has, independently
and without reliance upon the Initial Note A-1 Holder or the Initial Note A-2 Holder, except with respect to the representations
and warranties provided by the Initial Note A-1 Holder and the Initial Note A-2 Holder herein and in any documents or instruments
executed and delivered by the Note A-1 Holder or Note A-2 Holder in connection herewith (including the representations and warranties
provided in the agreement pursuant to which it acquired its Subordinate Note), and based on such documents and information as it
has deemed appropriate, made its own credit analysis and decision to purchase such Subordinate Note and such Subordinate Noteholder
accepts responsibility therefor. Each Subordinate Noteholder hereby acknowledges that, other than the representations and warranties
provided herein and in such other documents or instruments, neither the Note A-1 Holder or the Note A-2 Holder has made any representations
or warranties with respect to the Mortgage Loan, subject to such representations and warranties as provided by the Note A-1 Holder
and Note A-2 Holder herein and in such other documents and instruments, and that neither the Note A-1 Holder nor the Note A-2 Holder
shall have any responsibility for (i) the collectibility of the Mortgage Loan, (ii) the validity, enforceability or legal effect
of any of the Mortgage Loan Documents or the title insurance policy or policies or any survey furnished or to be furnished to the
Note A-1 Holder or the Note A-2 Holder in connection with the origination of the Mortgage Loan, (iii) the validity, sufficiency
or effectiveness of the lien created or to be created by the Mortgage Loan Documents, or (iv) the financial condition of the Mortgage
Loan Borrower. Each Subordinate Noteholder assumes all risk of loss in connection with its Note except as specifically set forth
herein.


 






     56


     


    

 


Section 16.       No Creation of a Partnership or Exclusive Purchase Right. Nothing contained in this Agreement, and no action taken
pursuant hereto shall be deemed to constitute the relationship created hereby between any of the Noteholders as a partnership,
association, joint venture or other entity. Neither the Note A-1 Holder nor the Note A-2 Holder shall have any obligation whatsoever
to offer to any Subordinate Noteholder the opportunity to purchase a Note interest in any future loans originated by the Note A-1
Holder or Note A-2 Holder, as applicable, or its Affiliates, and if such Note A-1 Holder or Note A-2 Holder chooses to offer to
any Subordinate Noteholder the opportunity to purchase a Note interest in any future mortgage loans originated by the Note A-1
Holder or the Note A-2 Holder or their respective Affiliates, such offer shall be at such purchase price and interest rate as the
Note A-1 Holder or Note A-2 Holder, as applicable, chooses, in its sole and absolute discretion. No Subordinate Noteholder shall
have any obligation whatsoever to purchase from either the Note A-1 Holder or the Note A-2 Holder a Note interest in any future
loans originated by such Note A-1 Holder or Note A-2 Holder or their respective Affiliates.


 


Section 17.       Not a Security. No Subordinate Note shall be deemed to be a security within the meaning of the Securities Act of
1933 or the Securities Exchange Act of 1934.


 


Section 18.      Other Business Activities of the Noteholders. Each Noteholder acknowledges that each other Noteholder or its Affiliates
may make loans or otherwise extend credit to, and generally engage in any kind of business with, (i) (a) the Mortgage Loan Borrower
or (b) any direct or indirect parent of the Mortgage Loan Borrower or (c) any Affiliate of the Mortgage Loan Borrower or (d) any
Affiliate of any direct or indirect parent of the Mortgage Loan Borrower, (ii) any entity that is a holder of debt secured by direct
or indirect ownership interests in the Mortgage Loan Borrower or any Affiliate of the holder of such debt, or (iii) any entity
that is a holder of a preferred equity interest in the Mortgage Loan Borrower or any Affiliate of a holder of such preferrred
equity (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 19.       Sale of the Notes.


 


(a) Each Subordinate Noteholder agrees that it will not Transfer all or any portion of its Note except in accordance with this
Section 19. Each Subordinate Noteholder shall have the right, without the need to obtain the consent of the Note A-1 Holder,
the Note A-2 Holder or any other Person, to Transfer 49% or less (in the aggregate) of its interest in its Note to any Person,
provided that any such Transfer shall be made in accordance with the terms of this Section 19. Each Subordinate Noteholder
shall have the right to Transfer its entire Note or any portion thereof exceeding 49%, (i) to a Qualified Institutional Lender,
provided, that promptly after the Transfer the Note A-1 Holder and the Note A-2 Holder (and, in the case of a Transfer of Note
C, the Note B Holders) is provided with (x) a representation from a transferee or such Subordinate Noteholder certifying that such
transferee is a Qualified Institutional Lender, and (y) a copy of the assignment and assumption agreement referred to in Section
20 and provided further, that such transfer would not cause such Note to be held by more than five persons nor cause there
to be no one person owning a majority of such Note and (ii) to an entity that is not a Qualified Institutional Lender, provided
that with respect to this clause (ii), such Subordinate Noteholder obtains (1) prior to the


 






     57


     


    

 


Lead
Securitization Date, the consent of the Note A-1 Holder and the Note B Holders, each such consent not to be unreasonably withheld,
conditioned or delayed, and (2) after the Lead Securitization Date, Rating Agency Confirmation (and for avoidance of doubt, no
consent of the Note A-1 Holder or the Note B Holders shall be required after the closing of the Note A-1 Securitization); provided
that in each of case (1) and (2), (x) promptly after the Transfer the Note A-1 Holder and the Note A-2 Holder are each provided
with a copy of the assignment and assumption agreement referred to in Section 20 and (y) such transfer would not cause
the subject Note to be held by more than seven persons; and provided further, however, that if such transfer would cause
there to be no one person owning a majority of the subject Note, then such transfer will not be permitted unless persons owning
a majority of the subject Note designate one of such persons to act on behalf of such persons owning such majority. If the subject
Note is held by more than one Noteholder at any time, the holders of a majority of the Note B Principal Balance or the Note C
Principal Balance, as applicable, shall immediately appoint a representative to exercise all rights of such Subordinate Noteholder
hereunder. As of the date hereof, the Note B-1 Holder and the Note B-2 Holder hereby designate the Note B-1 Holder as the representative
to exercise all of the rights of the Note B Holders pursuant to this Section 19, until such time as the Note B Holders
shall notify the other Noteholders in writing. Notwithstanding the foregoing, without the Note A-1 Holder’s prior consent,
which may be withheld in the Note A-1 Holder’s sole and absolute discretion, and, in the case of a Transfer of Note C, without
the Note B Holders’ prior consent, which may be withheld in the Note B Holders’ sole and absolute discretion, no Subordinate
Noteholder shall Transfer all or any portion of its 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. Each Subordinate
Noteholder agrees it will pay the expenses of the Note A-1 Holder (including all expenses of the Master Servicer and the Special
Servicer) and the Note A-2 Holder (including all expenses of the Non-Lead Master Servicer and the Non-Lead Special Servicer) in
connection with any such Transfer.


 


(b) All Transfers under Section 19(a) shall be made upon written notice to the Note A-1 Holder and the Note A-2 Holder
not later than the date of such Transfer (and, in the case of a Transfer of Note C, upon not less than five (5) Business Days’
prior written notice to the Note B Holders, unless the Transfer is to an Affiliate of the Note C Holder, in which case written
notice need only be given not later than the date of such Transfer), and each transferee shall (i) execute an assignment and
assumption agreement whereby such transferee assumes all or a ratable portion, as the case may be, of the obligations of the applicable
Subordinate Noteholder hereunder with respect to its Note from and after the date of such assignment (or, in the case, of a pledge,
collateral assignment or other encumbrance made in accordance with Section 19(e) by such Subordinate Noteholder of its Note
solely as security for a loan to such Subordinate Noteholder made by a third-party lender whereby such Subordinate Noteholder remains
fully liable under this Agreement, on or before the date on which such third-party lender succeeds to the rights of such Subordinate
Noteholder by foreclosure or otherwise, such third-party lender executes an agreement that such lender shall be bound by the terms
and provisions of this Agreement and the obligations of such Subordinate Noteholder hereunder) and (ii) agree in writing to
be bound by the Servicing Agreement, unless the Servicing Agreement is not then in effect with respect to the Mortgage Loan, in
which event the parties will enter into or agree to be bound by any replacement servicing agreement therefor in accordance with
the provisions hereof. Upon the consummation of a Transfer of all or any portion of a Subordinate Note in accordance with this
Agreement, the transferring Person shall be released from all liability arising under this Agreement with respect to


 






     58


     


    

 


such
Subordinate Note (or the portion thereof that was the subject of such Transfer), for the period after the effective date of such
Transfer (it being understood and agreed that the foregoing release shall not apply in the case of a sale, assignment, transfer
or other disposition of a participation interest in the subject Subordinate Note as described in clause (c) below). In connection
with any such permitted transfer of a portion of a Subordinate Note and for all purposes of this Agreement, the Note A-1 Holder
and the Note A-2 Holder need only recognize the majority holder of such Subordinate Note for purposes of notices, consents and
other communications between the Note A-1 Holder or Note A-2 Holder, as applicable, and such majority holder of the subject Subordinate
Note shall be the only Person authorized hereunder to exercise any rights of such Subordinate Noteholder under this Agreement;
provided, however, the majority holder of the subject Subordinate Note may from time to time designate any other
Person as an additional party entitled to receive notices, consents and other communications and/or to exercise rights on behalf
of such Subordinate Noteholder hereunder by delivering written notice thereof to the Note A-1 Holder and the Note A-2 Holder,
and, from and after delivery of such notice, such designee shall be so authorized hereunder and shall be the only party entitled
to receive such notices, consents and such other communications and/or to exercise such rights.


 


(c) In the case of any sale, assignment, transfer or other disposition of a participation interest in a Note, (i) such
Noteholder’s obligations under this Agreement shall remain unchanged, (ii) such Noteholder shall remain solely responsible
for the performance of such obligations, (iii) the other Noteholders and any Persons acting on their behalf shall continue
to deal solely and directly with such Noteholder in connection with such Noteholder’s rights and obligations under this Agreement
and the Servicing Agreement, and (iv) all amounts payable hereunder shall be determined as if such Noteholder had not sold such
participation interest; provided, however, that if the applicable participant is a Qualified Institutional Lender
(and delivers to the other Noteholders a certification from an authorized officer confirming its status as a Qualified Institutional
Lender), such Noteholder, by written notice to the other Noteholders, may delegate to such participant such Noteholder’s
right to exercise the rights of the Controlling Noteholder hereunder and under the Servicing Agreement; provided, further,
however, that upon the occurrence of a Note B Control Appraisal Period or a Note C Control Appraisal Period, the aforesaid
delegation of rights shall terminate and be of no further force and effect with respect to Note B-1 or Note B-2 (in the case of
a Note B Control Appraisal Period) or Note C (in the case of a Note C Control Appraisal Period).


 


(d) 
Each of the Note A-1 Holder and the Note A-2 Holder shall have the right to Transfer all or any portion of its Note without
the prior consent of any other Noteholder (i) with respect to Note A-1 or Note A-2 prior to an Event of Default, to any party other
than the Mortgage Loan Borrower or any Mortgage Loan Borrower Related Party and (ii) after an Event of Default, to any party, including
the Mortgage Loan Borrower and any Mortgage Loan Borrower Related Party; provided, however, that following any Event
of Default under the Mortgage Loan, the Note A-1 Holder and Note A-2 Holder may only transfer all or any portion of its Note to
the Mortgage Loan Borrower or any Mortgage Loan Borrower Related Party with the prior written consent of the Controlling Noteholder
at any time when such Note A-1 Holder or Note A-2 Holder is not the Controlling Noteholder; provided further, however,
that following any Transfer of Note A-1 or Note A-2, as applicable, the Mortgage Loan continues to be serviced in its entirety
pursuant to the Servicing Agreement by a Servicer unaffiliated with Mortgage Loan Borrower. For the avoidance


 






     59


     


    

 


of
doubt, subject to Section 12, no Noteholder or the Servicer shall have any right to Transfer or cause the Transfer of any
other Note.


 


(e) Notwithstanding
any other provision hereof, any Noteholder may pledge (a “Pledge”) its Note to any entity (other than the
Mortgage Loan Borrower or any Affiliate thereof) which has extended a credit or repurchase facility to such Noteholder 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 19(e), it being further agreed that a financing provided by a Note Pledgee
to a Noteholder or any person which Controls such Noteholder that is secured by such Noteholder’s interest in the
applicable 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) prior to
the first Securitization of any Note, the consent of each other Noteholder and (b) after the closing of the first
Securitization of any Note, Rating Agency Confirmation. Upon written notice by the applicable Noteholder to each other
Noteholder and any Servicer that a Pledge has been effected (including the name and address of the applicable Note Pledgee),
each other Noteholder agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give Note Pledgee
written notice of any default by the pledging Noteholder in respect of its obligations under this Agreement of which default
such Noteholder has actual knowledge; (ii) to allow such Note Pledgee a period of ten (10) Business Days to cure a
default by the pledging Noteholder in respect of its obligations to each other Noteholder 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 Noteholder shall give to such Note Pledgee
copies of any notice of default under this Agreement simultaneously with the giving of same to the pledging Noteholder and
accept any cure thereof by such Note Pledgee which such pledging Noteholder has the right (but not the obligation) to
effect hereunder, as if such cure were made by such pledging Noteholder; (v) that such other Noteholder shall deliver to
Note Pledgee such estoppel certificate(s) as Note Pledgee shall reasonably request, provided that any such
certificate(s) shall be in a form reasonably satisfactory to such other Noteholder; and (vi) that, upon written notice
(a “Redirection Notice”) to each other Noteholder and any Servicer by such Note Pledgee that the pledging
Noteholder is in default, beyond any applicable cure periods, under the pledging Noteholder’s obligations to such Note
Pledgee pursuant to the applicable credit agreement between the pledging Noteholder and such Note Pledgee (which notice need
not be joined in or confirmed by the pledging Noteholder), and until such Redirection Notice is withdrawn or rescinded by
such Note Pledgee, Note Pledgee shall be entitled to receive any payments that any Noteholder or Servicer would otherwise be
obligated to pay to the pledging Noteholder from time to time pursuant to this Agreement or any Servicing Agreement. Any
pledging Noteholder hereby unconditionally and absolutely releases each other Noteholder and any Servicer from any liability
to the pledging Noteholder on account of any Noteholder’s or Servicer’s compliance with any Redirection Notice
believed by any Servicer or any such other Noteholder to have been delivered by a Note Pledgee. Note Pledgee shall be
permitted to exercise fully its rights and remedies against the pledging Noteholder 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 Noteholders and any Servicer shall recognize such Note Pledgee (and any transferee other than the Mortgage
Loan Borrower or any Affiliate thereof which is also


 






     60


     


    

 


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 Noteholder’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
Noteholder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Note Pledgee) and agrees
to be bound by the terms and provisions of this Agreement. The rights of a Note Pledgee under this Section 19(e) shall
remain effective as to any Noteholder (and any Servicer) unless and until such Note Pledgee shall have notified any such Noteholder
(and any Servicer, as applicable) in writing that its interest in the pledged Note has terminated.


 


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


 


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


 


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


 


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


 


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


 


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


 


(g)          
Notwithstanding anything to the contrary contained above in this Section 19, the provisions of this Section 19
shall not apply to a Transfer of all or any portion of an Apollo Holder’s applicable Note to any trust account established
by such Apollo Holder in connection with any reinsurance transaction entered into between such Apollo Holder and the beneficiary
of such trust account or to the beneficiary of any such trust account; provided, however, that such transferring
Apollo Holder retains functional control over the applicable Note or portion thereof; and provided further, however,
that the other Noteholders shall be entitled to treat the transferring


 






     61


     


    

 


Apollo
Holder as the applicable Noteholder until they have received written notice of such Transfer.1


 


Section 20.      Registration of Transfer. In connection with any Transfer of a Note (but excluding (x) any participant and (y) any
Pledgee unless and until it realizes on its Pledge), a transferee shall execute an assignment and assumption agreement whereby
such transferee assumes all of the obligations of the applicable Noteholder hereunder with respect to such Note thereafter accruing
and agrees to be bound by the terms of this Agreement, including the restriction on Transfers set forth in Section 19, from
and after the date of such assignment. Notwithstanding the preceding sentence, a Trustee shall not be required to execute an assignment
and assumption agreement in connection with any Transfer of a Note if the obligations are assumed pursuant to the Servicing Agreement.
In connection with a Transfer of a Note, the Noteholder transferring its interests hereunder shall cause the applicable transfer
to be registered on the Note Register, and the Agent shall not recognize any attempted or purported transfer of any Note in violation
of the provisions of Section 19 and this Section 20. Any such purported transfer shall be absolutely null and
void and shall vest no rights in the purported transferee. Each Noteholder desiring to effect such transfer shall, and does hereby
agree to, indemnify the Agent and any other Noteholder against any liability that may result if the transfer is not made in accordance
with the provisions of this Agreement. Upon the Lead Securitization, the Certificate Administrator shall automatically become and
be the Agent.


 


Section 21.       Registration of the Notes. 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 Section 20, and the principal amounts (and stated interest) of the Note owing to each such Noteholder, shall be registered
in the Note Register. The Person in whose name a Note is so registered shall be deemed and treated as the sole owner and holder
thereof for all purposes of this Agreement, except in the case of the Initial Noteholders who may hold their Notes through a nominee.
Upon request of a Noteholder, the Agent shall provide such party with the names and addresses of the Noteholders. To the extent
another party is appointed as Agent hereunder, the Noteholders hereby designate such person as its agent under this Section
21 solely for purposes of maintaining the Note Register. The parties intend for the Mortgage Loan to be in registered form
for federal income tax purposes under Section 5.103-1(c) of the United States Treasury Regulations.


 


Section 22.       Statement of Intent. The Agent and each Noteholder intend that the Notes be classified, and the arrangement hereby
be maintained, in a manner consistent with rules applicable to a grantor trust under subpart E, part I of subchapter J of chapter
1 of the Code that is a fixed investment trust within the meaning of Treasury Regulation §301.7701-4(c), and the parties will
not take any action inconsistent with such classification. It is neither the purpose nor the intent of this Agreement to create
a partnership, joint venture, “taxable mortgage pool” or association taxable as a corporation between the parties.


 





 



 


1
Brookfield has requested notice of these transfers. Dentons has indicated that Apollo is not able to provide such notice.


 






     62


     


    

 


Section 23.      No Pledge. This Agreement shall not be deemed to represent a pledge of any interest in the Mortgage Loan by the Noteholders.
Except as otherwise provided in this Agreement and the Servicing Agreement, no Non-Lead Noteholder shall have any interest in any
property taken as security for the Mortgage Loan, provided, however, that if any such property or the proceeds of
any sale, lease or other disposition thereof shall be received, then each Non-Lead Noteholder shall be entitled to receive its
share of such application in accordance with the terms of this Agreement and/or the Servicing Agreement.


 


Section 24.       Governing Law; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED
TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND
DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW). EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT.


 


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


 


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


 






     63


     


    

 


Section 26.       Modifications; Amendment. This Agreement shall not be modified, cancelled or terminated except by an instrument in
writing signed by each Noteholder. Additionally, for as long as any Note is contained in a Securitization Trust, the Noteholders
shall not amend or modify this Agreement without first receiving a Rating Agency Confirmation; provided that no such confirmation
from the Rating Agencies shall be required in connection with a modification or amendment (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 Servicing
Agreement, (ii) entered into pursuant to Section 38 of this Agreement or (iii) to correct or supplement any provision herein
that may be defective or inconsistent with any other provisions of this Agreement.


 


Section 27.       Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective successors and permitted assigns. Except as provided herein, none of the provisions of
this Agreement shall be for the benefit of or enforceable by any Person not a party hereto. Subject to Section 19, each
Noteholder may assign or delegate its rights or obligations under this Agreement. Upon any such assignment, the assignee shall
be entitled to all rights and benefits of the applicable Noteholder hereunder, including, without limitation, the right to make
further assignments and grant additional Notes.


 


Section 28.       Counterparts. This Agreement may be executed in any number of counterparts and all of such counterparts shall together
constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in Portable Document
Format (PDF) or by facsimile transmission shall be effective as delivery of a manually executed original counterpart of this Agreement.


 


Section 29.       Captions. The titles and headings of the paragraphs of this Agreement have been inserted for convenience of reference
only and are not intended to summarize or otherwise describe the subject matter of the paragraphs and shall not be given any consideration
in the construction of this Agreement.


 


Section 30.       Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable laws,
such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.


 


Section 31.       Entire Agreement. This Agreement constitutes the entire agreement 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 32.        Withholding Taxes.


 


(a) If the Note A-1
Holder shall be required by law to deduct and withhold Taxes from interest, fees or other amounts payable to any Subordinate
Noteholder with respect to the Mortgage Loan as a result of such Subordinate Noteholder constituting a Non-Exempt Person, the
Note A-1 Holder, or the Servicer on its behalf, shall be entitled to do so with respect to such


 






     64


     


    

 


Subordinate
Noteholder’s interest in such payment (all withheld amounts being deemed paid to such Subordinate Noteholder), provided
that the Note A-1 Holder shall furnish such Subordinate Noteholder 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
Subordinate Noteholder to seek any allowable credits or deductions for the Taxes so withheld in each jurisdiction in which
such Subordinate Noteholder is subject to tax.


 


(b) Each
Subordinate Noteholder shall and hereby agrees to indemnify the Note A-1 Holder against and hold the Note A-1 Holder
harmless from and against any Taxes, interest, penalties and reasonable attorneys’ fees, expenses and disbursements
arising or resulting from any failure of the Note A-1 Holder (or the Servicer on its behalf) to withhold Taxes from payment
made to such Subordinate Noteholder in reliance upon any representation, certificate, statement, document or instrument made
or provided by such Subordinate Noteholder to the Note A-1 Holder in connection with the obligation of the Note A-1 Holder to
withhold Taxes from payments made to such Subordinate Noteholder, it being expressly understood and agreed that the Note A-1
Holder shall be absolutely and unconditionally entitled to accept any such representation, certificate, statement, document
or instrument as being true and correct in all respects and to fully rely thereon without any obligation or responsibility to
investigate or to make any inquiries with respect to the accuracy, veracity, correctness or validity of the same.


 


(c) Contemporaneously with the execution of this Agreement, and from time to time as reasonably requested by the Note A-1 Holder
or Servicer during the term of this Agreement, each Subordinate Noteholder shall deliver to the Note A-1 Holder or Servicer, as
applicable, evidence satisfactory to the Note A-1 Holder substantiating whether such Subordinate Noteholder is a Non-Exempt Person
and whether the Note A-1 Holder is obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage
Loan or otherwise under this Agreement, it being acknowledged by the parties hereto that delivery of a certification in the form
attached hereto as Exhibit D shall be satisfactory evidence that such Subordinate Noteholder is not a Non-Exempt Person.
Without limiting the effect of the foregoing, (i) if a Subordinate Noteholder (or, if such Subordinate Noteholder is disregarded
for U.S. federal income tax purposes, the owner of such Subordinate Noteholder) is created or organized under the laws of the United
States, any state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing
to the Note A-1 Holder an Internal Revenue Service Form W-9 and (ii) if a Subordinate Noteholder (or, if such Subordinate Noteholder
is disregarded for U.S. federal income tax purposes, the owner of such Subordinate Noteholder) 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 Subordinate Noteholder shall satisfy the requirements of the preceding sentence by furnishing to the Note A-1
Holder Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments), Form W-8BEN or Form W-8BEN-E, or applicable
successor forms, as may be required from time to time, duly executed by such Subordinate Noteholder; provided that such
Subordinate Noteholder, without request, shall deliver a new, appropriately completed Form W-8 if the Subordinate Noteholder’s
current Form W-8 “expires” or if there is a “change in circumstances” that makes any of the information
on the current Form W-8 incorrect (both within the meaning of the instructions to such Form W-8). The Note A-1 Holder shall not
be obligated to make any payment hereunder to either Note B Holder or the Note C Holder in respect of Note


 






     65


     


    

 


B-1,
Note B-2 or Note C, as applicable, or otherwise until such Note B-1 Holder, Note B-2 Holder or Note C Holder shall have furnished
to the Note A-1 Holder the requested forms, certificates, statements or documents.


 


Section 33.      Custody of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than the Notes) will
be held by the Note A-1 Holder (or a custodian acting on behalf of the Note A-1 Holder) who shall act as secured party under the
Mortgage Loan Documents on behalf of the registered holders of the Notes. Notwithstanding anything to the contrary in this Agreement,
upon the Note A-1 Securitization, the originals of all of the Mortgage Loan Documents (other than the Notes) shall be held by the
Custodian (as defined in the Servicing Agreement). Each Note shall be held by the respective Noteholder or a custodian appointed
by such Noteholder.


 


Section 34.      Notices. All notices required hereunder shall be given by (i) writing and personally delivered, (ii) sent by facsimile
transmission (during business hours) if a party has provided a facsimile number, (iii) reputable overnight delivery service (charges
prepaid), (iv) sent by electronic mail containing language requesting the recipient to confirm receipt thereof if a party has provided
an electronic mail address and only if such electronic mail is promptly followed by a written notice or (iv) certified United States
mail, postage prepaid return receipt requested, and addressed to the respective parties at their addresses set forth on Exhibit
B hereto, or at such other address as any party shall hereafter inform the other party by written notice given as aforesaid.
All written notices so given shall be deemed effective upon receipt.


 


All notices and reports
(including, without limitation, Asset Status Reports) required to be delivered hereunder by the Note A-1 Holder (or any Servicer
on its behalf) to the Controlling Noteholder (or its Controlling Noteholder Representative), or by the Controlling Noteholder (or
its Controlling Noteholder Representative) to the Note A-1 Holder as a Non-Controlling Noteholder (or any Servicer on its behalf),
shall also be delivered by the applicable party to each other Noteholder (including to the Note B-1 Holder, the Note B-2 Holder
and the Note C Holder regardless of whether a Note B Control Appraisal Period or a Note C Control Appraisal Period is continuing).


 


Section 35.    
 Broker. Each Noteholder represents to each other Noteholder that no broker was responsible for bringing
about this transaction.


 


Section 36.    
  Certain Matters Affecting the Agent.


 


(a) The Noteholders
hereby appoint the Agent to act on their behalf, and the Agent shall act on behalf of the Noteholders;


 


(b) The Agent may request and/or rely upon and shall be protected in acting or refraining from acting upon any officer’s
certificate or assignment and assumption agreement delivered to the Agent pursuant to Section 20;


 


(c) 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;


 






     66


     


    

 


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


 


(e) 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;


 


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


 


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


 


Section 37.      Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Note
A-1 Holder. In the event that the Agent is terminated pursuant to this Section 37, all of its rights and obligations under
this Agreement shall be terminated, other than any rights or obligations that accrued prior to the date of such termination.


 


The Agent may resign
at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this
Agreement and perform the duties of the Agent hereunder. CREFI, as Initial Agent, may transfer its rights and obligations to a
Servicer, as successor Agent, at any time without the consent of any Noteholder. CREFI, as Initial Agent, shall promptly and diligently
attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly
and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby
agree that, simultaneously with the closing of the Note A-1 Securitization, the Certificate Administrator shall be deemed to have
been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto
prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administrator,
as Certificate Administrator under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator
as Agent under this Agreement.


 


Section 38.      Resizing. In connection with the Mortgage Loan, each Noteholder agrees, subject to clause (iii)(y) below, that if
the Note A-1 Holder or the Note A-2 Holder determines that it is advantageous to resize its Note by causing the Mortgage Loan Borrower
to execute amended and restated pari passu notes (in either case, “New Notes”) reallocating the principal of
such Note to such New Notes, each Noteholder other than the resizing Noteholder shall cooperate with the resizing Noteholder to
effect such resizing at such resizing Noteholder’s expense; provided that (i) the aggregate principal balance of all
outstanding New Notes following the creation thereof is no greater than the principal balance of such Note or Notes immediately
prior to the creation of the New Notes, (ii) the weighted average interest rate of all outstanding


 






     67


     


    

 


New
Notes following the creation thereof is the same as the interest rate of the related Note or Notes immediately prior to the creation
of the New Notes, and (iii) no such resizing shall (x) change the interest allocable to, or the amount of any payments
due to, any other Noteholder, or priority of such payments, or (y) increase any other Noteholder’s obligations or decrease
any other Noteholder’s rights, remedies or protections. In connection with any resizing of Note A-1 or Note A-2, the related
Noteholder may allocate its rights hereunder among the New Notes in any manner in its sole discretion. Any cap on the Note A-1
Holder’s or Note A-2 Holder’s obligation to pay other Noteholder’s expenses pursuant to Section 40 of
this Agreement shall not apply to any other Noteholder’s expenses in connection with a resizing pursuant to this Section 38
or any Securitization of a resized Note A-1 or Note A-2.


 


Section 39.       Conflict. To the extent of any inconsistency between the Servicing Agreement, on one hand, and this Agreement, on
the other, this Agreement shall control.


 


Section 40.       Cooperation in Securitization.


 


(a) Each
Noteholder acknowledges that any Noteholder may elect, in its sole discretion, to include its Note in a Securitization. In
connection with a Securitization of Note A-1 or Note A-2, at the request of the related Noteholder, each other Noteholder
shall use commercially reasonable efforts, at the requesting Noteholder’s expense, to satisfy, and to cooperate with
the requesting Noteholder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the
requesting Noteholder customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in
connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications to this
Agreement or the Mortgage Loan Documents and to cooperate with the requesting Noteholder 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 the Securitization; provided, however, that either in connection with the
Securitization or otherwise at any time prior to the Securitization no other Noteholder 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 any payments to be made to, such Noteholder, (ii) increase such Noteholder’s obligations or decrease such
Noteholder’s rights, remedies or protections hereunder or under any Mortgage Loan Document, or (iii)
otherwise materially adversely affect the rights and interests of such Noteholder. In connection with any such Securitization
of Note A-1 or Note A-2, each other Noteholder agrees to provide for inclusion in any disclosure document relating to the
related Securitization such customary non-confidential information concerning such Noteholder as the requesting Noteholder
reasonably determines to be necessary to satisfy its disclosure obligations in connection with its Securitization. Each
Noteholder covenants and agrees that if it is not the requesting Noteholder, it shall use commercially reasonable efforts to
cooperate with the requests of each Rating Agency and the requesting Noteholder in connection with the preparation of any
offering documents in connection with the Securitization, and to review and respond reasonably promptly with respect to any
information relating to it in any Securitization document, all at the cost and expense of the requesting Noteholder. Each
Noteholder acknowledges that the information provided by it to the requesting Noteholder pursuant to this Section 40
may be incorporated into the offering documents for a Securitization. A requesting Note A-1 Holder or Note A-2 Holder and
each Rating Agency


 






     68


     


    

 


shall
be entitled to rely on the information supplied by each other Noteholder pursuant to this Section 40.


 


(b) The Note A-1 Holder or Note A-2 Holder securitizing its Note may, at its election, deliver to each other Noteholder drafts
of the preliminary and final Securitization offering memoranda, prospectus, preliminary prospectus and any other disclosure documents
and (in the case of the Note A-1 Securitization) the Servicing Agreement simultaneously with distributions of any such documents
to the general working group of the related Securitization. Each other Noteholder may, at its election, review and comment thereon
insofar as it relates to such other Noteholder and/or its Note, and, if such other Noteholder elects to review and comment, such
other Noteholder shall review and comment thereon as soon as possible (but in no event later than (i) in the case of the first
draft thereof, two (2) Business Days after receipt thereof and (ii) in the case of each subsequent draft thereof, the deadline
provided to the general working group of the related Securitization for review and comment), and if such other Noteholder fails
to respond within such time, such other Noteholder shall be deemed to have elected to not comment thereon (but no failure to comment
shall constitute a waiver of such other Noteholder’s rights hereunder or under the Mortgage Loan Documents). In the event
of any disagreement between any such other Noteholder with respect to the preliminary and final offering memoranda, prospectus,
free writing prospectus or any other disclosure documents the requesting Noteholder’s determination shall control (the parties
acknowledging that no inaccuracy in such documents shall in any respect prejudice any such other Noteholder’s rights hereunder
or under the Mortgage Loan Documents). No such other Noteholder shall have any obligation or liability with respect to any such
offering documents other than the accuracy of any comments it elects to make regarding itself.


 


(c) Notwithstanding anything herein to the contrary, each of the Note A-1 Holder and the Note A-2 Holder acknowledges and agrees
that (i) no other Noteholder shall be required to incur any out-of-pocket expenses in connection with their respective Securitizations
of Note A-1 and Note A-2, and (ii) any such other Noteholder shall only be required to disclose such customary non-confidential
information reasonably determined by the requesting Note A-1 Holder or Note A-2 Holder, as applicable, to be necessary to satisfy
its disclosure obligations in connection with its Securitization.


 


[SIGNATURE PAGE FOLLOWS]


 






     69


     


    



 


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


  





	 	INITIAL NOTE A-1 HOLDER, INITIAL
    NOTE A-2 HOLDER AND INITIAL AGENT:
	 	 	 
	 	CITI REAL ESTATE FUNDING INC.
	 	 	 
	 	By:	/s/ Ana
    Rosu Marmann
	 	 	Name:    Ana Rosu Marmann
	 	 	Title:      Authorized Signatory



 


Red
Building


 






    


    


    

 





	 	INITIAL NOTE B-1 HOLDER:
	 	 	 
	 	ATHENE ANNUITY AND LIFE COMPANY
	 	 	 
	 	By:	Athene
Asset Management, L.P., its investment adviser 





	 	 	 
	 	 	By:  AAM GP Ltd., its general
    partner 
	 	 	 
	 	 	By:	/s/
    Robert R. Graham
	 	 	Name:	   Robert
    R. Graham
	 	 	Title:	   Executive
    Vice President Structured Investments






  


Red
Building


 



    


    


    

  


	 	INITIAL NOTE B-2 HOLDER:
	 	 	 
	 	AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY, solely with respect to the Funds Withheld Account
	 	 	 
	 	By:	Athene
                    Asset Management, L.P., its investment adviser with respect to that certain funds withheld account (“Funds
                    Withheld Account”) created pursuant to that certain Trust Agreement between American Equity Investment
                    Life Insurance Company, Athene Life Re Ltd. and State Street Bank and Trust Company, dated as of August 13,
                    2009 





	 	 	 
	 	 	By:  AAM GP Ltd., its general
    partner 
	 	 	 
	 	 	By:	/s/
    Robert R. Graham
	 	 	Name:	   Robert
    R. Graham
	 	 	Title:	   Executive
    Vice President Structured
    Investments






 


Red
Building


 






    


    


    

  





	 	INITIAL NOTE C HOLDER:
	 	 	 
	 	SENIOR REAL ESTATE FINANCE ACCOUNT
    (N) LP
	 	 	 
	 	By:	/s/ Alison
    Gaimpo
	 	 	Name:    Alison Gaimpo
	 	 	Title:      Senior
    Vice President


 


Red
Building


 






    


    


    











 


EXHIBIT
A



MORTGAGE LOAN SCHEDULE


 


A.       Description
of Mortgage Loan:


 


	Mortgage
    Loan:	Loan
    Agreement, dated as of December 18, 2017 between Citi Real Estate Funding Inc., as lender, and Pacific Red, LLC, as borrower
	Date
    of the Mortgage Loan:	December
    18, 2017
	Date
    of Original Note:	December
    18, 2017
	Date
    of Note A-1:	February
    14, 2018
	Date
    of Note A-2:	February
    14, 2018
	Date
    of Note B-1:	February
    14, 2018
	Date
    of Note B-2:	February
    14, 2018
	Date
    of Note C:	February
    14, 2018
	Initial
    Principal Amount of Mortgage Loan:	$196,000,000
	Location
    of Mortgaged Property:	Los
    Angeles, California
	Stated
    Maturity Date:	January
    6, 2028


 






     A-1


     

    

 





B.       Description
of Note Interests:


 


	Initial
    Note A-1 Principal Balance:	$40,000,000
	Initial
    Note A-2 Principal Balance:	$40,000,000
	Initial
    Note B-1 Principal Balance:	$40,800,000
	Initial
    Note B-2 Principal Balance:	$10,200,000
	Initial
    Note C Principal Balance:	$65,000,000
	Initial
    Note A Percentage Interest:	40.81632653%
	Initial
    Note B Percentage Interest:	26.02040816%
	Initial
    Note C Percentage Interest:	33.16326531%
	Note
    A Rate:	4.385825%
	Note
    B Rate:	5.250%
	Note
    C Rate:	6.000%


 



     A-2


     

    

 


EXHIBIT
B


 


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

Citi Real Estate Funding Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Paul Vanderslice

Facsimile number: (212) 723-8599


 


with
copies to


 


Citi
Real Estate Funding Inc.

390 Greenwich Street, 7th Floor

New York, New York 10013

Attention: Richard Simpson

Facsimile number: (646) 328-2943


 


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


 


and


 


Citi
Real Estate Funding Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor

Facsimile number: (646) 862-8988


 


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


 


Initial
Note B-1 Holder:

Athene Annuity and Life Company

c/o Athene Asset Management, L.P.

2121 Rosecrans Avenue, Suite 5300

El Segundo, California 90245

Attention: Stephen Hanover


 


with a copy to: 


Athene
Asset Management, L.P. 


2121
Rosecrans Ave, Suite 5300 


El
Segundo, California 90245 


Attn:
Legal Department


 



     B-1


     

    

 





with
a copy to: 


Apollo
Global Management 


9
West 57th Street, Floor 43 


New
York, New York 10023 


Attn:
Jay Jablonski


 


Initial
Note B-2 Holder:

American Equity Investment Life Insurance Company,

    solely with respect to the Funds Withheld Account

c/o Athene Asset Management, L.P.

2121 Rosecrans Avenue, Suite 5300

El Segundo, California 90245

Attention: Stephen Hanover


 


with a copy to: 


Athene
Asset Management, L.P. 


2121
Rosecrans Ave, Suite 5300 


El
Segundo, California 90245 


Attn:
Legal Department


 


with
a copy to:


 


Apollo
Global Management 


9
West 57th Street, Floor 43 


New
York, New York 10023 


Attn:
Jay Jablonski


 


Initial
Note C Holder:

Senior Real Estate Finance Account (N) LP

250 Vesey Street, 15th Floor

New York, New York 10281

Attention: Alison Giampa

E-mail: alison.giampa@brookfield.com


 


with
a copy to:mweinberger@cgsh.com


 






     B-2


     

    

 


EXHIBIT
C



PERMITTED FUND MANAGERS


 


1.
Apollo Global Real Estate 


2.
Apollo Global Management 


3.
Archon Capital, L.P. 


4.
AREA Property Partners 


5.
Athene Asset Management, L.P. 


6.
BlackRock, Inc. 


7.
The Blackstone Group International Ltd. 


8.
Brookfield Asset Management 


9.
Capital Trust, Inc. 


10.
Clarion Partners 


11.
Colony Capital, Inc. 


12.
DLJ Real Estate Capital Partners 


13.
Eightfold Real Estate Capital, L.P. 


14.
Fortress Investment Group LLC 


15.
Garrison Investment Group 


16.
Goldman, Sachs & Co. 


17.
iStar Financial Inc. 


18.
J.E. Robert Companies 


19.
KKR Real Estate Manager Finance LLC 


20.
Lend-Lease Real Estate Investments 


21.
LoanCore Capital 


22.
Lonestar Funds 


23.
Praedium Group 


24.
Raith Capital Partners, LLC 


25.
Rialto Capital Management, LLC 


26.
Rockpoint Group 


27.
Starwood Capital/Starwood Financial Trust 


28.
Torchlight Investors 


29.
Walton Street Capital, LLC 


30.
Westbrook Partners 


31.
WestRiver Capital 


32.
Whitehall Street Real Estate Fund, L.P. 


33.
Vestas Investment Management Co., Ltd.


 



     C-1


     

    




 


EXHIBIT
D


 


PORTFOLIO
INTEREST CERTIFICATION


 


Reference
is hereby made to the Co-Lender Agreement dated as of [   ] (as amended, supplemented or otherwise modified from time to time, the
“Agreement”), between [   ], and each lender from time to time party thereto.


 


Pursuant
to the provisions of Section 32 [Withholding Taxes] of the Agreement, the undersigned hereby certifies that (i) it is the
sole record and beneficial owner of the promissory note evidencing Note [B-1][B-2][C] in respect of which it is providing this
certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder
of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related
to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The
undersigned has furnished the Master Servicer and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E.


 


Unless
otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. 


 


	[NAME OF LENDER]	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 






 








Date:
________ __, 20[  ]


 



     D-1