Exhibit 4.5


 


 


 


AGREEMENT BETWEEN NOTE HOLDERS




 


Dated as of December 27, 2017



by and between




 


SOCIéTé
GéNéRALE

(Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder, Initial Note A-4 Holder, Initial Note A-5 Holder,
Initial Note A-6 Holder, Initial Note A-7 Holder and Initial Note A-8 Holder)


 


and


 


UBS AG, by and through its branch office at
1285 Avenue of the Americas, New York, New York

(Initial Note A-9 Holder, Initial Note A-10 Holder, Initial Note A-11 Holder, Initial Note A-12 Holder, Initial Note A-13 Holder,
Initial Note A-14 Holder, Initial Note A-15 Holder and Initial Note A-16 Holder)


 


AFIN PORTFOLIO


 


 



    


     


     


TABLE OF CONTENTS


 


Page


 


 


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


 


 


 



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THIS AGREEMENT BETWEEN NOTE
HOLDERS (“Agreement”), dated as of December 27, 2017, by and among Société Générale
(“SG”, together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1,
the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”),
SG (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the “Initial
Note A-2 Holder”, SG (together with its successors and assigns in interest, in its capacity as initial owner of the Note
A-3, the “Initial Note A-3 Holder”), SG (together with its successors and assigns in interest, in its capacity
as initial owner of the Note A-4, the “Initial Note A-4 Holder”), SG (together with its successors and assigns
in interest, in its capacity as initial owner of the Note A-5, the “Initial Note A-5 Holder”), SG (together
with its successors and assigns in interest, in its capacity as initial owner of the Note A-6, the “Initial Note A-6 Holder”),
SG (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-7, the “Initial
Note A-7 Holder”), SG (together with its successors and assigns in interest, in its capacity as initial owner of the
Note A-8, the “Initial Note A-8 Holder”), UBS AG, by and through its branch office at 1285 Avenue of the Americas,
New York, New York (“UBS” and together with its successors and assigns in interest, in its capacity as initial
owner of the Note A-9, the “Initial Note A-9 Holder”), UBS (together with its successors and assigns in interest,
in its capacity as initial owner of the Note A-10, the “Initial Note A-10 Holder”), UBS (together with its successors
and assigns in interest, in its capacity as initial owner of the Note A-11, the “Initial Note A-11 Holder”),
UBS (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-12, the “Initial
Note A-12 Holder”), UBS (together with its successors and assigns in interest, in its capacity as initial owner of the
Note A-13, the “Initial Note A-13 Holder”), UBS (together with its successors and assigns in interest, in its
capacity as initial owner of the Note A-14, the “Initial Note A-14 Holder”), UBS (together with its successors
and assigns in interest, in its capacity as initial owner of the Note A-15, the “Initial Note A-15 Holder”)
and UBS (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-16, the “Initial
Note A-16 Holder” and together with the Initial Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note A-3 Holder,
the Initial Note A-4 Holder, the Initial Note A-5 Holder, the Initial Note A-6 Holder, the Initial Note A-7 Holder, the Initial
Note A-8 Holder, the Initial Note A-9 Holder, the Initial Note A-10 Holder, the Initial Note A-11 Holder, the Initial Note A-12
Holder, the Initial Note A-13 Holder, the Initial Note A-14 Holder, the Initial Note A-15 Holder, the “Initial Note Holders”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to the
Mortgage Loan Agreement (as defined herein), SG and UBS co-originated a certain loan (the “Mortgage Loan”) described
on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to the mortgage loan borrower described
on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which was evidenced, inter alia,
by a sixteen (16) promissory notes, each dated as of the respective dates set forth in Exhibit A hereto: (i) one promissory note
in the original principal amount of $25,000,000 (as amended, modified or supplemented, “Note A-1”) made
by the Mortgage Loan Borrower in favor of the Initial Note A-1 Holder, (ii) one promissory note in the original principal
amount of $25,000,000 (as amended, modified or supplemented, “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 $20,000,000 (as amended,
modified or supplemented, “Note A-3”) made by the Mortgage Loan


 


 



    


     


     


Borrower in favor of the Initial
Note A-3 Holder, (iv) one promissory note in the original principal amount of $12,000,000 (as amended, modified or supplemented,
“Note A-4”) made by the Mortgage Loan Borrower in favor of the Initial Note A-4 Holder, (v) one promissory
note in the original principal amount of $10,000,000 (as amended, modified or supplemented, “Note A-5”)
made by the Mortgage Loan Borrower in favor of the Initial Note A-5 Holder, (vi) one promissory note in the original principal
amount of $10,000,000 (as amended, modified or supplemented, “Note A-6”) made by the Mortgage Loan Borrower
in favor of the Initial Note A-6 Holder, (vii) one promissory note in the original principal amount of $5,000,000 (as amended,
modified or supplemented, “Note A-7”) made by the Mortgage Loan Borrower in favor of the Initial Note A-7
Holder, (viii) one promissory note in the original principal amount of $5,000,000 (as amended, modified or supplemented, “Note A-8”)
made by the Mortgage Loan Borrower in favor of the Initial Note A-8 Holder, (ix) one promissory note in the original principal
amount of $20,000,000 (as amended, modified or supplemented, “Note A-9”) made by the Mortgage Loan Borrower
in favor of the Initial Note A-9 Holder, (x) one promissory note in the original principal amount of $20,000,000 (as amended,
modified or supplemented, “Note A-10”) made by the Mortgage Loan Borrower in favor of the Initial Note A-10
Holder, (xi) one promissory note in the original principal amount of $15,000,000 (as amended, modified or supplemented, “Note A-11”)
made by the Mortgage Loan Borrower in favor of the Initial Note A-11 Holder, (xii) one promissory note in the original principal
amount of $15,000,000 (as amended, modified or supplemented, “Note A-12”) made by the Mortgage Loan Borrower
in favor of the Initial Note A-12 Holder, (xiii) one promissory note in the original principal amount of $10,000,000 (as amended,
modified or supplemented, “Note A-13”) made by the Mortgage Loan Borrower in favor of the Initial Note A-13
Holder, (xiv) one promissory note in the original principal amount of $8,000,000 (as amended, modified or supplemented, “Note A-14”)
made by the Mortgage Loan Borrower in favor of the Initial Note A-14 Holder, (xv) one promissory note in the original principal
amount of $5,000,000 (as amended, modified or supplemented, “Note A-15”) made by the Mortgage Loan Borrower
in favor of the Initial Note A-15 Holder and (xvi) one promissory note in the original principal amount of $5,000,000 (as
amended, modified or supplemented, “Note A-16” and together with Note A-1, Note A-2, Note A-3, Note A-4,
Note A-5, Note A-6, Note A-7, Note A-8, Note A-9, Note A-10, Note A-11, Note A-12, Note A-13, Note A-14 and Note A-15, the “Notes”)
made by the Mortgage Loan Borrower in favor of the Initial Note A-16 Holder. The Notes are secured by a first mortgage (as
amended, modified or supplemented, the “Mortgage”) on certain real property located as described on the Mortgage
Loan Schedule and commonly known as “AFIN Portfolio” (the “Mortgaged Property”);


 


WHEREAS, each Initial Note
Holder intends, but is not bound, to sell, transfer and assign all or a portion of its right, title and interest in and to its
respective Note to a depositor who will in turn transfer the same to a trust as part of the securitization of one or more mortgage
loans (which may be different depositors and trusts with respect to each Note);


 


WHEREAS, the Initial Note
Holders desire to enter into this Agreement to memorialize the terms under which they, and their successors and assigns, shall
hold their respective Notes;


 


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


 


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 



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


 


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


 


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


 


“Controlling Note
Holder” shall mean the Note A-8 Holder; provided that at any time Note A-8 is included in a Securitization,
references to the “Controlling Note Holder” herein shall mean the holders of the majority of the class of securities
issued in such Securitization designated as the “controlling class” or such other class(es) otherwise assigned the
rights to exercise the rights of the “Controlling Note Holder” hereunder, as and to the extent provided in the related
Securitization Servicing Agreement.


 


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


 


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


 


“Depositor”
shall mean with respect to each Securitization, the depositor under the Lead Securitization Servicing Agreement or related Non-Lead
Securitization Servicing Agreement.


 


“Directing Certificateholder”
shall have the meaning assigned to such term in the related Securitization Servicing Agreement.


 


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


 


“First Securitization”
shall mean the earliest to occur of the Note A-1 Securitization, Note A-2 Securitization, Note A-3 Securitization, Note A-4 Securitization,
Note A-5 Securitization, Note A-6 Securitization, Note A-7 Securitization, Note A-8 Securitization, Note A-9 Securitization, Note
A-10 Securitization, Note A-11 Securitization, Note A-12 Securitization, Note A-13 Securitization, Note A-14 Securitization, Note
A-15 Securitization and the Note A-16 Securitization.


 


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


 


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


 


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


 


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Initial Note A-12
Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Note A-13
Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Note A-14
Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Note A-15
Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Note A-16
Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


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


 


 



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“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.


 


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


 


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


 


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


 


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


 


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


 


“Lead Securitization”
shall mean (a) if the First Securitization is also the Note A-8 Securitization, such First Securitization and (b) if the First
Securitization is not also the Note A-8 Securitization, then (i) for the period from the closing date of the First Securitization
until the Note A-8 Securitization Date, the First Securitization and (ii) on and after the Note A-8 Securitization Date, the Note
A-8 Securitization.


 


“Lead Securitization
Note” shall mean (a) during the period from and after the Securitization of any Note (other than Note A-8) but prior
to the Note A-8 Securitization Date,


 


 



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the Note to be contributed
to the First Securitization; and (b) on and after the Note A-8 Securitization Date, Note A-8.


 


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


 


“Lead Securitization
Servicing Agreement” shall mean, as of any date of determination, the pooling and servicing agreement that governs the
Securitization that is then the Lead Securitization; provided, that during any period that the Mortgage Loan is no longer subject
to the provisions of the Lead Securitization Servicing Agreement, the “Lead Securitization Servicing Agreement” shall
be determined in accordance with the second paragraph of Section 2(a).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Mortgage Loan Agreement”
shall mean the Loan Agreement, dated as of December 8, 2017, between ARC CPOKCOK001, LLC, ARC SMWMBFL001, LLC, ARC CPFAYNC001,
LLC, ARC SPSANTX001, LLC, ARC JCLOUKY001, LLC, ARC NPHUBOH001, LLC, ARC ASANDSC001, LLC, ARC NLLKFL001, LLC, ARC RBASHNC001, LLC,
ARC MCLVSNV001, LLC, ARC BBLVSNV001, LLC AND ARC RGHCHRN001, LLC, as Mortgage Loan Borrower, SG, as lender, and UBS, as lender,
as may


 


 



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be amended, restated, supplemented
or otherwise modified from time to time, subject to the terms hereof).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Non-Controlling
Note” means each of Note A-1, Note A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7, Note A-9, Note A-10, Note A-11,
Note A-12, Note A-13, Note A-14 and Note A-16 and any New Note designated as a “Non-Controlling Note” hereunder pursuant
to Section 33.


 


“Non-Controlling
Note Holder” means any holder of a Non-Controlling Note; provided that at any time such holder’s Note is
included in a Securitization, references to the “Non-Controlling Note Holder” herein shall mean the Directing Certificateholder
or any other party assigned the rights to exercise the rights of the “Non-Controlling Note Holder” hereunder, as and
to the extent provided in the related Securitization Servicing Agreement and as to the identity of which the Lead Securitization
Note Holder (and the Master Servicer and the Special Servicer) has been given written notice. If at any time 50% or more of a Non-Controlling
Note is held by (or the majority “controlling class” holder or other party assigned the rights to exercise the rights
of such “Non-Controlling Note Holder” (as described above) is) the Mortgage Loan Borrower or an Affiliate of the Mortgage
Loan Borrower, such Non-Controlling Note Holder shall not be entitled to exercise any rights of the Non-Controlling Note Holder
and neither any Non-Controlling Note Holder nor any other person shall be entitled to exercise the rights of such Non-Controlling
Note Holder (and if the Non-Controlling Note is included in a Securitization the related Securitization Servicing Agreement shall
contain limitations on the rights of any Non-Controlling Note Holder that can be exercised by a certificateholder that is the Mortgage
Loan Borrower or has certain relationships with the Mortgage Loan Borrower).


 


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


 


 



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


 


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


 


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


 


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


 


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


 


“Non-Lead Securitization
Note” shall mean:


 


(1)        
during the period from and after the Note A-1 Securitization Date and prior to the Note A-2 Securitization Date, Note A-2,
Note A-3, Note A-4, Note A-5, Note A-6, Note A-7, Note A-8, Note A-9, Note A-10, Note A-11, Note A-12, Note A-13, Note A-14, Note
A-15 and Note A-16 and


 


(2)         on
and after the Note A-2 Securitization Date, Note A-1, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7, Note A-8, Note
A-9, Note A-10, Note A-11, Note A-12, Note A-13, Note A-14, Note A-15 and Note A-16.


 


“Non-Lead Securitization
Note Holder” shall mean the holders of a Non-Lead Securitization Note.


 


“Non-Lead Securitization
Servicing Agreement” shall mean the Securitization Servicing Agreement related to any Non-Lead Securitization Note .


 


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


 


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


 


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


 


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


 


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 



    -10-


     


     


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Note A-4 Holder”
shall mean the Initial Note A-3 Holder or any subsequent holder of Note A-4, as applicable.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 



    -11-


     


     


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


 


“Note A-6 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-6 Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-6 Holder or reductions
in such amount pursuant to Section 3 or 4, as applicable.


 


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


 


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


 


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


 


“Note A-7 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-7 Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-7 Holder or reductions
in such amount pursuant to Section 3 or 4, as applicable.


 


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


 


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


 


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


 


“Note A-8 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-8 Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-8 Holder or reductions
in such amount pursuant to Section 3 or 4, as applicable.


 


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


 


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


 


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


 


“Note A-9 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-9 Principal
Balance set forth on the Mortgage Loan


 


 



    -12-


     


     


Schedule, less any payments
of principal thereon received by the Note A-9 Holder or reductions in such amount pursuant to Section 3 or 4, as applicable.


 


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


 


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


 


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


 


“Note A-10 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-10 Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-10 Holder or reductions
in such amount pursuant to Section 3 or 4, as applicable.


 


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


 


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


 


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


 


“Note A-11 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-11 Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-11 Holder or reductions
in such amount pursuant to Section 3 or 4, as applicable.


 


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


 


“Note A-12”
shall have the meaning assigned to such term in the recitals.


 


“Note A-12 Holder”
shall mean the Initial Note A-12 Holder or any subsequent holder of Note A-12, as applicable.


 


“Note A-12 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-12 Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-12 Holder or reductions
in such amount pursuant to Section 3 or 4, as applicable.


 


“Note A-13”
shall have the meaning assigned to such term in the recitals.


 


 



    -13-


     


     


“Note A-13 Holder”
shall mean the Initial Note A-13 Holder or any subsequent holder of Note A-13, as applicable.


 


“Note A-13 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-13 Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-13 Holder or reductions
in such amount pursuant to Section 3 or 4, as applicable.


 


“Note A-13
Securitization” shall mean the first sale by the Note A-13 Holder of all or a portion of Note A-13 to a depositor,
who will in turn include such portion of Note A-13 as part of the securitization of one or more mortgage loans.


 


“Note A-14”
shall have the meaning assigned to such term in the recitals.


 


“Note A-14 Holder”
shall mean the Initial Note A-14 Holder or any subsequent holder of Note A-14, as applicable.


 


“Note A-14 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-14 Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-14 Holder or reductions
in such amount pursuant to Section 3 or 4, as applicable.


 


“Note A-14
Securitization” shall mean the first sale by the Note A-14 Holder of all or a portion of Note A-14 to a depositor,
who will in turn include such portion of Note A-14 as part of the securitization of one or more mortgage loans.


 


“Note A-15”
shall have the meaning assigned to such term in the recitals.


 


“Note A-15 Holder”
shall mean the Initial Note A-15 Holder or any subsequent holder of Note A-15, as applicable.


 


“Note A-15 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-15 Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-15 Holder or reductions
in such amount pursuant to Section 3 or 4, as applicable.


 


“Note A-15
Securitization” shall mean the first sale by the Note A-15 Holder of all or a portion of Note A-15 to a depositor,
who will in turn include such portion of Note A-15 as part of the securitization of one or more mortgage loans.


 


“Note A-16”
shall have the meaning assigned to such term in the recitals.


 


“Note A-16 Holder”
shall mean the Initial Note A-16 Holder or any subsequent holder of Note A-16, as applicable.


 


“Note A-16 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-16 Principal
Balance set forth on the Mortgage


 


 



    -14-


     


     


Loan Schedule, less any payments
of principal thereon received by the Note A-16 Holder or reductions in such amount pursuant to Section 3 or 4, as applicable.


 


“Note A-16
Securitization” shall mean the first sale by the Note A-16 Holder of all or a portion of Note A-16 to a depositor,
who will in turn include such portion of Note A-16 as part of the securitization of one or more mortgage loans.


 


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


 


“Note Holders”
shall mean collectively, the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note
A-5 Holder, the Note A-6 Holder, the Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder, the Note A-10 Holder, the Note
A-11 Holder, the Note A-12 Holder, the Note A-13 Holder, the Note A-14 Holder, the Note A-15 Holder and the Note A-16 Holder.


 


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


 


“Note Principal
Balance” shall mean each of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance,
the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance,
the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note A-11 Principal Balance,
the Note A-12 Principal Balance, the Note A-13 Principal Balance, the Note A-14 Principal Balance, the Note A-15 Principal Balance
and the Note A-16 Principal Balance.


 


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


 


“Notes”
shall mean, collectively, Note A-1, Note A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7, Note A-8, Note A-9, Note
A-10, Note A-11, Note A-12, Note A-13, Note A-14, Note A-15 and Note A-16.


 


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


 


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


 


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


 


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


 


“Permitted Fund
Manager” shall mean any Person that on the date of determination is (i) one of the entities on Exhibit C attached
hereto and made a part hereof or any


 


 



    -15-


     


     


other nationally-recognized
manager of investment funds investing in debt or equity interests relating to commercial real estate, (ii) investing through
a fund with committed capital of at least $250,000,000 and (iii) not subject to a proceeding relating to the bankruptcy, insolvency,
reorganization or relief of debtors.


 


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


 


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


 


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


 


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


 


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


 


(c)           
one or more of the following:


 


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


 


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


 


(iii)        
a Qualified Trustee in connection with (a) a securitization of, (b) the creation of collateralized loan obligations
(“CLO”) secured by, or (c) a financing through an “owner trust” of, a Note or any interest
therein (any of the foregoing, a “Securitization Vehicle”), provided that (1) one or more classes
of securities issued by such Securitization Vehicle is initially rated at least investment grade by each of the Rating Agencies
that assigned a rating to one or more classes of


 


 



    -16-


     


     


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


 


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


 


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


 


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


 


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


 


 



    -17-


     


     


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


 


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


 


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


 


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


 


“Regulation AB”
shall mean subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100 229.1125, as such may
be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission or by
the staff of the Commission, or as may be provided by the Commission or its staff from time to time.


 


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


 


“Required Special
Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”,
(ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage
Special Servicer, (iii) in the case of Moody’s, such special servicer is acting as special servicer for one or more
loans included in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period
prior to the date of determination, and Moody’s has not downgraded or withdrawn


 


 



    -18-


     


     


the then-current rating on
any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation
of such special servicer as special servicer of such commercial mortgage loans, (iv) in the case of Morningstar, either (a) the
applicable replacement has a special servicer ranking of at least “MOR CS3” by Morningstar (if ranked by Morningstar)
or (b) if not ranked by Morningstar, is currently acting as a special servicer on a deal or transaction-level basis for all
or a significant portion of the related mortgage loans in other CMBS transactions rated by any of S&P, Moody’s, Morningstar,
Fitch, DBRS or KBRA and the trustee does not have actual knowledge that Morningstar has, and the replacement special servicer certifies
that Morningstar has not, with respect to any such other CMBS transaction, qualified, downgraded or withdrawn its rating or ratings
on one or more classes of such CMBS transaction citing servicing concerns of the applicable replacement as the sole or material
factor in such rating action, (v) in the case of KBRA, KBRA has not cited servicing concerns of such special servicer as the
sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status”
in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by such special servicer prior to
the time of determination, and (vi) in the case of DBRS, such special servicer is 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 securities or placed any class of commercial mortgage securities on
watch citing the continuation of such special servicer as the sole or material factor in any qualification, downgrade or withdrawal
of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities
in a transaction serviced by such special servicer prior to the time of determination.


 


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


 


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


 


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


 


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


 


“Securitization”
shall mean, with respect to any Note, the sale of all or a portion of such Note to a depositor who will in turn include such portion
of such Note as part of the securitization of one or more mortgage loans.


 


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


 


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


 


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


 


 



    -19-


     


     


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Trustee”
shall mean the trustee or its successor in interest, or any successor Trustee appointed as provided in the Lead Securitization
Servicing Agreement.


 


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


 


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


 


Section 2.      
Servicing of the Mortgage Loan.


 


(a)      
Each Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced
by the Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the Lead Securitization Servicing Agreement;
provided that the Master Servicer shall not be obligated to advance monthly


 


 



    -20-


     


     


payments of principal
or interest in respect of any Note other than the Lead Securitization Note if such principal or interest is not paid by the Mortgage
Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance premiums and other expenses related to
the maintenance of the Mortgaged Property and maintenance and enforcement of the lien of the Mortgage thereon, subject to the terms
of the Lead Securitization Servicing Agreement. Each Note Holder acknowledges that any other Note Holder may elect, in its sole
discretion, to include its Note in a Securitization and agrees that it will, subject to Section 26, reasonably cooperate
with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. Subject to the terms and
conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents to the appointment of the Master
Servicer and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment of the Special
Servicer by the Controlling Note Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with
respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder
hereby appoints the Master Servicer, the Special Servicer and the Trustee in the Lead Securitization as such Note Holder’s
attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan
on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of the Note Holder set forth
herein and in the Lead Securitization Servicing Agreement). In no event shall the Lead Securitization Servicing Agreement require
the Servicer to enforce the rights of any Note Holder or limit the Servicer in enforcing the rights of one Note Holder against
any other Note Holder; however, this statement shall not be construed to otherwise limit the rights of one Note Holder with respect
to any other Note Holder. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement to service the
Mortgage Loan in accordance with the Servicing Standard, the terms of the Mortgage Loan Documents, the Lead Securitization Servicing
Agreement and applicable law, and shall not take any action or refrain from taking any action or follow any direction inconsistent
with the foregoing.


 


If, at any time that the
Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Note Holders agree to
cause the Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note Holders, pursuant
to a servicing agreement that has servicing terms substantially similar to the Lead Securitization Servicing Agreement and all
references herein to the “Lead Securitization Servicing Agreement” shall mean such subsequent servicing agreement;
provided, however, that if a Non-Lead Securitization Note is in a Securitization, then a written confirmation shall
have been obtained from each Rating Agency that the appointment of the servicer(s) pursuant to such servicing agreement would not,
in and of itself, cause a downgrade, qualification or withdrawal of the then-current ratings assigned to the securities issued
in connection with such Securitization; provided, further, however, that until a replacement servicing agreement
has been entered into, the Lead Securitization Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions
of the Lead Securitization Servicing Agreement as if such agreement were still in full force and effect with respect to the Mortgage
Loan, by the Servicer in the Lead Securitization or by any Person appointed by the Lead Securitization Note Holder that is a qualified
servicer meeting the requirements of the Lead Securitization Servicing Agreement.


 


 



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


 


In addition, each Non-Lead
Securitization Note Holder (including, but not limited to, any Securitization Trust into which such Non-Lead Securitization Note
is deposited) shall be required to, promptly following notice from the Master Servicer, reimburse the Lead Securitization for such
Non-Lead Securitization Note Holder’s pro rata share of any fees, costs or expenses incurred in connection with the servicing
and administration of the Mortgage Loan as to which the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee, the Operating Advisor or the Depositor, as applicable, is entitled to be reimbursed pursuant to the Lead Securitization
Servicing Agreement, to the extent amounts on deposit in the Loan Combination Custodial Account that are allocated to the related
Non-Lead Securitization Note are insufficient for reimbursement of such amounts and to the extent that funds from general collections
in the Lead Securitization are applied towards the Lead Securitization Note Holder’s pro rata share of the insufficiency.
Each Non-Lead Securitization Note Holder agrees to indemnify (as and to the same extent the Lead Securitization Trust is required
to indemnify each of the following parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the
terms of the Lead Securitization Servicing Agreement) each of the Depositor under the Lead Securitization Servicing Agreement,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee (and any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified
as indemnified parties in the Lead Securitization Servicing Agreement in respect of other mortgage loans) (the “Indemnified
Parties”) against any claims,


 



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losses, penalties, fines, forfeitures, legal
fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with servicing and
administration of the Mortgage Loan (or, with respect to the Operating Advisor, incurred in connection with the provision of services
for the Mortgage Loan) under the Lead Securitization Servicing Agreement (collectively, the “Indemnified Items”) to
the extent of its pro rata share of such Indemnified Items, and to the extent amounts on deposit in the Loan Combination Custodial
Account are insufficient for reimbursement of such amounts, the Non-Lead Securitization Note Holder shall be required to, promptly
following notice from the Master Servicer, reimburse each of the applicable Indemnified Parties for its pro rata share of the insufficiency;
provided, however, that each Non-Lead Securitization Note Holder’s duty to pay Indemnified Items to the Operating Advisor
shall be subject to any limitations and conditions (including limitations and conditions with respect to the timing of such payments
and the sources of funds for such payments) as may be set forth from time to time in the related Non-Lead Securitization Servicing
Agreement.


 


Any Non-Lead Master Servicer
may be required to make P&I Advances on the respective Non-Lead Securitization Note, from time to time, subject to the terms
of the related Non-Lead Securitization Servicing Agreement, the Lead Securitization Servicing Agreement and this Agreement. The
Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to make their own recoverability determinations
with respect to a P&I Advance to be made on the Lead Securitization Note based on the information that they have on hand and
in accordance with the Lead Securitization Servicing Agreement. Any Non-Lead Master Servicer, Non-Lead Special Servicer or Non-Lead
Trustee under any Non-Lead Securitization Servicing Agreement, as applicable, shall be entitled to make its own recoverability
determination with respect to a P&I Advance to be made on the related Non-Lead Securitization Note based on the information
that they have on hand and in accordance with the related Non-Lead Securitization Servicing Agreement. The Master Servicer and
the Trustee, as applicable, and any Non-Lead Master Servicer or the Non-Lead Trustee, as applicable, shall be required to notify
the other of the amount of its P&I Advance within two Business Days of making such advance. If the Master Servicer, the Special
Servicer or the Trustee, as applicable (with respect to the Lead Securitization Note) or a Non-Lead Master Servicer, Non-Lead Special
Servicer or the Non-Lead Trustee, as applicable (with respect to 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 Servicing Advance
would be non-recoverable or an outstanding Servicing Advance is or would be non-recoverable, then the Master Servicer or the Trustee
(as provided in the Lead Securitization Servicing Agreement, in the case of a determination of non-recoverability by the Master
Servicer, the Special Servicer or the Trustee) or such Non-Lead Master Servicer or Non-Lead Trustee (as provided in the related
Non-Lead Securitization Servicing Agreement, in the case of the a determination of non-recoverability by a Non-Lead Master Servicer,
a Non-Lead Special Servicer or a Non-Lead Trustee) shall notify the Master Servicer and the Trustee, or the related Non-Lead Master
Servicer and the related Non-Lead Trustee, as the case may be, of such other Securitization within one business day of making such
determination. Each of the Master Servicer and the Trustee, the related Non-Lead Master Servicer and the related Non-Lead Trustee,
as applicable, shall only be entitled to reimbursement for a P&I Advance and advance interest thereon that becomes non-recoverable
first from the Loan Combination


 



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Custodial Account from amounts allocable to
the Note for which such P&I Advance was made, and then, if funds are insufficient, (i) in the case of the Lead Securitization
Note, from general collections of the Lead Securitization Trust, pursuant to the terms of the Lead Securitization Servicing Agreement
and (ii) in the case of each Non-Lead Securitization Note, from general collections of the related Securitization Trust, as and
to the extent provided in the related Non-Lead Securitization Servicing Agreement.


 


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


 


(i)     
     such Non-Lead Securitization Note Holder shall be responsible for its pro rata share of any
Nonrecoverable Servicing Advances (and advance interest thereon) and any Additional Trust Fund Expenses, but only to the extent
that they relate to servicing and administration of the Notes, including without limitation, any unpaid Special Servicing Fees,
Liquidation Fees and Workout Fees relating to the Notes, and that in the event that the funds received with respect to each respective
Note are insufficient to cover such Servicing Advances or Additional Trust Fund Expenses, (i) the related Non-Lead Master Servicer
will be required to, promptly following notice from the Master Servicer, reimburse the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor or the Trustee, as applicable, out of general funds in the collection account
(or equivalent account) established under such Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization Note
Holder’s pro rata share of any such Nonrecoverable Servicing Advances (together with advance interest thereon) and/or
Additional Trust Fund Expenses (including compensation due to the Master Servicer and the Special Servicer to the extent related
to the servicing and administration of the Mortgage Loan and the Mortgaged Property, and (ii) if the Lead Securitization Servicing
Agreement permits the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee
to reimburse itself from the Lead Securitization Trust’s general account, then the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor or the Trustee, as applicable, may do so and the related Non-Lead Master Servicer
will be required to, promptly following notice from the Master Servicer, reimburse the Lead Securitization Trust out of general
funds in the collection account (or equivalent account) established under such Non-Lead Securitization Servicing Agreement for
such Non-Lead Securitization Note Holder’s pro rata share of any such Nonrecoverable Servicing Advances (together
with advance interest thereon) and/or Additional Trust Fund Expenses (including compensation due to the Master Servicer and the
Special Servicer to the extent related to the servicing and administration of the Mortgage Loan and the Mortgaged 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 Lead
Securitization Servicing Agreement) by the Securitization Trust holding such Non-Lead Securitization Note, against any of the Indemnified
Items to the extent of its pro rata share of such Indemnified Items, and to the extent amounts on deposit in the Loan Combination
Custodial Account that are allocated to the related Non-Lead


 



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Securitization Note are insufficient
for reimbursement of such amounts, the related Non-Lead Master Servicer will be required to reimburse each of the applicable Indemnified
Parties for its pro rata share of the insufficiency out of general funds in the collection account (or equivalent account) established
under such Non-Lead Securitization Servicing Agreement; provided, however, that the Non-Lead Securitization Servicing Agreement
may include limitations and conditions on the payment or reimbursement of Indemnified Items to the Operating Advisor (including
limitations and conditions with respect to the timing of such payments or reimbursements and the sources of funds for such payments
or reimbursements).


 


(iii)          the
related Non-Lead Master Servicer will be required to deliver to the Trustee, the Certificate Administrator, the Special Servicer,
the Operating Advisor and Master Servicer (i) promptly following Securitization of such Non-Lead Securitization Note, notice of
the deposit of such Non-Lead Securitization Note into a Securitization Trust (which notice shall also provide contact information
for the related Non-Lead Trustee, certificate administrator, Non-Lead Master Servicer, Non-Lead Special Servicer and the party
designated to exercise the rights of the “Non-Controlling Note Holder” 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 or the party designated to exercise the rights of the “Non-Controlling Note Holder” with respect to
such Non-Lead Securitization Note under this Agreement (together with the relevant contact information);


 


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


 


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


 


(d)      
   Following the Securitization of one Note but prior to the Securitization of any other particular Note (including
any New Note), all notices, reports, information or other deliverables required to be delivered to a Note Holder pursuant to this
Agreement by the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) only need
to be delivered to the related Note Holder (or its Note Holder Representative) and, when so delivered to such Note Holder (or Note
Holder Representative, as applicable), the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting
on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead
Securitization Servicing Agreement. Following the Securitization of any Note (including any New Note), as applicable, all notices,
reports, information or other deliverables required to be delivered to a Note Holder pursuant to this Agreement or the Lead Securitization
Servicing Agreement by the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf)
shall be delivered to the master servicer and the special servicer with respect to such Securitization (who then may forward such
items to the party entitled to receive such items as and to the extent provided in the related Securitization Servicing Agreement
or with respect to a Note


 



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that has not been securitized, the related
Note Holder) and, when so delivered to such master servicer and the special servicer, the Lead Securitization Note Holder (or the
Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect
to such items hereunder or under the Lead Securitization Servicing Agreement.


 


(e)    
      The Lead Securitization Servicing Agreement shall contain terms and conditions that are customary
for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (i) required by the Code relating
to the tax elections of the Lead Securitization Trust, (ii) required by law or changes in any law, rule or regulation or (iii)
requested by the Rating Agencies rating the Lead Securitization. The Lead Securitization Servicing Agreement shall also satisfy
Moody’s rating methodology for eligible accounts and permitted investments for a “Aaa” rated securitization.
The Lead Securitization Note Holder shall have the right to designate the Master Servicer and the Special Servicer as long as each
such party satisfies the conditions for such Servicer set forth in the Lead Securitization Servicing Agreement. Without limiting
the generality of any provision set forth above, for purposes of the Mortgage Loan, the Lead Securitization Servicing Agreement
shall contain (a) provisions requiring the Master Servicer and the Special Servicer to maintain, or subjecting them to possible
termination for not maintaining, compliance with customary servicer rating criteria (but the rating agencies need not be the same)
and (b) provisions substantially similar in all material respects to or materially consistent with those set forth in Pooling
and Servicing Agreement for the First Securitization with respect to (i) periodic reporting and periodic delivery of service
provider compliance documents under Regulation AB (and, in any event, the Lead Securitization Servicing Agreement shall require
such reporting and delivery so long as a Securitization is required to file periodic reports under the Securities Exchange Act
of 1934, as amended), (ii) servicing transfer events that would result in the transfer of the Mortgage Loan to special servicing
status, (iii) the authority of the servicers in the First Securitization to grant or agree or consent to material modifications,
waivers and amendments to the Mortgage Loan, or to approve material assignments and assumptions or material additional indebtedness
in connection with the Mortgage Loan, (iv) the potential termination of the master servicer and special servicer following
a Servicer Termination Event, (v) requirements to obtain an appraisal or appraisal update following a transfer of the Mortgage
Loan to special servicing status and periodic updates thereof, (vi) duties of the special servicer in respect of foreclosure
and the management of REO property, (vii) special servicing, workout and liquidation fees (and, in any event, the fees at
which such compensation accrue or are determined shall not exceed 0.25%, 1.00% and 1.00%, respectively) and (viii) control,
consultation and other rights of the directing certificateholder and senior trust advisor and any other material servicing and
administrative provisions and (ix) indemnification of the parties to any Non-Lead Securitization Servicing Agreement (and
any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified as indemnified parties
in any Non-Lead Securitization Servicing Agreement in respect of other mortgage loans), for the pro rata share allocable to the
Lead Securitization Note, against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and
any other costs, liabilities, fees and expenses incurred in connection with servicing and administration of the Mortgage Loan (or,
with respect to the “operating advisor” under any Non-Lead Securitization Servicing Agreement, incurred in connection
with the provision of services for the Mortgage Loan) to


 



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the same extent that any Non-Lead Securitization
Servicing Agreement indemnifies the Indemnified Parties against the Indemnified Items for the time period during which any Non-Lead
Securitization Servicing Agreement acts as the Lead Securitization Servicing Agreement; provided, however, that (A) this
statement shall not be construed to prohibit differences in timing, control or consultation triggers or thresholds, terminology,
allocation of ministerial duties between multiple servicers or other service providers or certificateholder or investor voting
or consent thresholds, or to prohibit or restrict additional approval, consent, consultation, notice or rating agency confirmation
requirements; and (B) in the event of any conflict between this sentence and any other provision of this Agreement, such other
provision of this Agreement shall control.


 


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


 


(g)         The
Note A-8 Holder shall give each of the parties to the Non-Lead Securitization Servicing Agreements (that will not also be
a party to the Note A-8 PSA), as applicable, notice of the Note A-8 Securitization in writing (which may be by e-mail)
prior to or promptly following the Note A-8 Securitization Date. Such notice shall contain contact information for each of
the parties to the Note A-8 PSA. In addition, after the Note A-8 Securitization Date, the Note A-8 Holder shall
send a copy of the Note A-8 PSA to each of the parties to the Non-Lead Securitization Servicing Agreements.


 


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


 


(i)          The
Lead Securitization Servicing Agreement shall provide that (i) customary CREFC® reports related to the Mortgage Loan and
Mortgaged Property are required to be made available to the Non-Lead Securitization Note Holder in order to permit the Non-Lead
Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee to comply in a timely manner with their respective reporting obligations
under the Lead Securitization Servicing Agreement, (ii) in connection with (x) any amendment of the Lead Securitization
Servicing Agreement, a party to the Lead Securitization Servicing Agreement is required to provide a copy of the executed amendment
to the Non-Lead Depositor and one or more parties to the Non-Lead Securitization Servicing Agreement (which may be by email), together
with a copy of such amendment in EDGAR compatible format, no later than the effective date of such amendment, and (y) the
termination, resignation and/or replacement of the Master Servicer or Special Servicer, such replacement Master Servicer or Special
Servicer, as applicable, is required to provide all disclosure about itself that is required to be included in Form 8-K no
later than the date of effectiveness thereof, (iii) the Non-Lead Securitization Note Holder is an intended third-party beneficiary
of the rights under the Lead Securitization


 



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Servicing Agreement to the extent such rights
affect the related Non-Lead Securitization Note or the Non-Lead Securitization Note Holder, (iv) it shall not be amended in
any manner that materially and adversely (or words of similar import) affects the Non-Lead Securitization Note Holder without the
consent of such party, (v) if the Non-Lead Securitization Note becomes the subject of an “Asset Review” (or such
similar term, as defined in the Non-Lead Securitization Servicing Agreement), the applicable parties to the Lead Securitization
Servicing Agreement are required to reasonably cooperate with the Non-Lead Asset Representations Reviewer or other applicable party
to the Non-Lead Securitization Servicing Agreement in connection with such Asset Review (or a substantially similar provision),
including with respect to providing access to related underlying documents.


 


Section 3.     Priority
of Payments. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion
of the any Note or security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on
or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether
received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit
or other collateral or instrument securing the Mortgage Loan, Condemnation Proceeds, or Insurance Proceeds (other than proceeds,
awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower
in accordance with the terms of the Mortgage Loan Documents), but excluding (x) all amounts for required reserves or escrows
required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held
as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection expenses or Servicing
Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing Agreement
and (y) all amounts that are then due, payable or reimbursable (except for (i) any P&I Advances (and interest thereon)
made with respect to each Note, which may only be reimbursed out of payments and collections allocable to each Note, and (ii) any
Servicing Fees due to the Master Servicer in excess of the Non-Lead Securitization Note’s pro rata share of that portion
of such Servicing Fees calculated at the “primary servicing fee rate” applicable to the Mortgage Loan as set forth
in the Lead Securitization Servicing Agreement) to any Servicer, with respect to the Mortgage Loan pursuant to the Lead Securitization
Servicing Agreement (including without limitation, any Additional Trust Fund Expenses relating to the Mortgage Loan (but subject
to second paragraph of Section 5(d) hereof) reimbursable to, or payable by, such parties and any Special Servicing Fees, Liquidation
Fees, Workout Fees, Default Charges (to the extent provided in the immediately following paragraph) and any other additional compensation
payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note Holder (or its
designee) to the Notes on a Pro Rata and Pari Passu Basis.


 


For clarification purposes,
Default Charges (as defined in the Lead Securitization Servicing Agreement) paid on each Note shall be allocated to the Notes on
a Pro Rata and Pari Passu Basis and applied first, be used to reduce, on a pro rata basis, the amounts payable on
each Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any
Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing
Agreement, second, be used to reduce the respective amounts payable on each Note by the amount necessary to pay the Master


 



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Servicer, Trustee, any Non-Lead Master Servicer
or any Non-Lead Trustee, as applicable, for any interest accrued on any P&I Advance made with respect to such Note by such
party (if and as specified in the Lead Securitization Servicing Agreement or applicable Non-Lead Securitization Servicing Agreement,
as applicable), third, be used to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary
to pay Additional Trust Fund Expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with
respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (i) in the case
of the remaining amount of Default Charges allocable to the Lead Securitization Note, be paid to the Master Servicer and/or the
Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement and (ii) in the
case of the remaining amount of Default Charges allocable to each Non-Lead Securitization Note, be paid to the Master Servicer
and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement.


 


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


 


Section 5.     Administration
of the Mortgage Loan.


 


(a)         Subject
to this Agreement (including but not limited to Section 5(c)) and the Lead Securitization Servicing Agreement and subject
to the rights and consents, where required, of the Controlling Note Holder Representative, the Lead Securitization Note Holder
(or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) shall have
the sole and exclusive authority with respect to the administration of, and exercise of rights and remedies with respect to, the
Mortgage Loan, including, without limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan Documents
or consent to any action or failure to act by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents, call
or waive any Event of Default, accelerate the Mortgage Loan or institute any foreclosure action or other remedy, and the Non-Lead
Securitization Note Holders shall have no voting, consent or other rights whatsoever except as explicitly set forth herein with
respect to the Lead Securitization Note Holder’s administration of, or exercise of its rights and remedies with respect to,
the Mortgage Loan. Subject to this Agreement and the Lead Securitization Servicing Agreement, each Non-Lead Securitization Note
Holder agrees that it shall have no right to, and each Non-Lead Securitization Note Holder hereby presently and irrevocably assigns
and conveys to the Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf
of the Lead Securitization Note Holder) the rights, if any, that such Note Holder has from and after the closing date of the Lead
Securitization to, (i) call or cause the Lead Securitization Note Holder to call an Event of Default under the Mortgage Loan,
or


 



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(ii) exercise any remedies with respect
to the Mortgage Loan or the Mortgage Loan Borrower, including, without limitation, filing or causing the Lead Securitization Note
Holder to file any bankruptcy petition against the Mortgage Loan Borrower. The Lead Securitization Note Holder (or the Master Servicer,
the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) shall not have any fiduciary duty
to any Non-Lead Securitization Note Holder in connection with the administration of the Mortgage Loan (but the foregoing shall
not relieve the Lead Securitization Note Holder from the obligation to make any disbursement of funds as set forth herein or its
obligation to follow the Servicing Standard (in the case of the Master Servicer or the Special Servicer) or any liability for failure
to do so).


 


Each Note Holder hereby
acknowledges the right and obligation of the Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead
Securitization Note Holder) upon the Mortgage Loan becoming a Defaulted Mortgage Loan, to sell the Notes together as notes evidencing
one whole loan in accordance with the terms of the Lead Securitization Servicing Agreement. In connection with any such sale, the
Special Servicer shall be required to sell the Notes together as notes evidencing one whole loan and shall require that all offers
be submitted to the Certificate Administrator or Special Servicer, as applicable, in accordance with the terms of the Lead Securitization
Servicing Agreement in writing. Whether any cash offer constitutes a fair price for the Mortgage Loan shall be determined by the
Trustee or Special Servicer, as applicable, in accordance with the terms of the Lead Securitization Servicing Agreement; provided,
that no offer from an Interested Person shall constitute a fair price unless (i) it is the highest offer received and (ii) at least
two bona fide other offers are received from independent third parties. In determining whether any offer received represents a
fair price for the Mortgage Loan, the Trustee shall be supplied with and shall rely on the most recent Appraisal or updated Appraisal
conducted in accordance with the Lead Securitization Servicing Agreement within the preceding nine (9)-month period or, in the
absence of any such Appraisal, on a new Appraisal. The Trustee shall select the Appraiser conducting any such new Appraisal. In
determining whether any such offer constitutes a fair price for the Mortgage Loan, the Trustee shall instruct the Appraiser to
take into account (in addition to the results of any Appraisal or updated Appraisal that it may have obtained pursuant to the Lead
Securitization Servicing Agreement), as applicable, among other factors, the period and amount of any delinquency on the affected
Mortgage Loan, the occupancy level and physical condition of the related Mortgaged Property and the state of the local economy.
The Trustee may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
retained by the Trustee at the expense of the Holders in connection with making such determination. Notwithstanding the foregoing,
the Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead Securitization Note Holder) shall not
be permitted to sell the Mortgage Loan without the written consent of each Non-Lead Securitization Note Holder (unless 50% or more
of any Note (or the class of securities issued in the related Non-Lead Securitization designated as the “controlling class”
or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Note Holder”)
is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower) unless the Special Servicer has delivered
to such Non-Lead Securitization Note Holder: (a) at least fifteen (15) Business Days prior written notice of any decision to attempt
to sell the Mortgage Loan; (b) at least ten (10) days prior to the proposed sale date, a copy of each bid package (together with
any amendments to such bid packages) received by the Special Servicer in connection with any


 



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such proposed sale, (c) at least ten (10) days
prior to the proposed sale date, a copy of the most recent Appraisal for the Mortgage Loan, and any documents in the Servicing
File requested by such Non-Lead Securitization Note Holder and (d) until the sale is completed, and a reasonable period of time
(but no less time than is afforded to other offerors and the related Directing Certificateholder (or other similar term)) prior
to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents
that are approved by the Master Servicer or the Special Servicer in connection with the proposed sale; provided that any
majority holder of the Non-Lead Securitization Note or the related Directing Certificateholder may waive any of the delivery or
timing requirements set forth in this sentence. Subject to the foregoing, each of the Controlling Note Holder, the Controlling
Note Holder Representative, the Non-Controlling Note Holder and any Non-Controlling Note Holder Representative shall be permitted
to bid at any sale of the Mortgage Loan.


 


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


 


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


 


(b)         The
administration of the Mortgage Loan shall be governed by this Agreement and the Lead Securitization Servicing Agreement. The servicing
of the Mortgage Loan shall be carried out by the Master Servicer and, if the Mortgage Loan is a Specially Serviced Mortgage Loan
(or to the extent otherwise provided in the Lead Securitization


 



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Servicing Agreement), by the Special Servicer,
in each case pursuant to the Lead Securitization Servicing Agreement. Notwithstanding anything to the contrary contained herein,
in accordance with the Lead Securitization Servicing Agreement, the Lead Securitization Note Holder shall cause the Master Servicer
and the Special Servicer to service and administer the Mortgage Loan in accordance with the Servicing Standard, taking into account
the interests of each Note Holder. The Note Holders agree to be bound by the terms of the Lead Securitization Servicing Agreement.
All rights and obligations of the Lead Securitization Note Holder described hereunder may be exercised by the Master Servicer,
the Special Servicer, the Certificate Administrator or the Trustee on behalf of the Lead Securitization Note Holder. The Lead Securitization
Servicing Agreement shall not be amended in any manner that may adversely affect the Non-Lead Securitization Note Holders in their
capacities as Non-Lead Securitization Note Holders without the Non-Lead Securitization Note Holders’ prior written consent.
Each Non-Lead Securitization Note Holder (unless it is the same Person as or an Affiliate of the Mortgage Loan Borrower) shall
be a third-party beneficiary to the Lead Securitization Servicing Agreement with respect to its rights as specifically provided
for therein.


 


(c)        Notwithstanding
the foregoing, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall
be required (i) to provide copies of any notice, information and report that it is required to provide to the Lead Securitization
Directing Certificateholder pursuant to the Lead Securitization Servicing Agreement with respect to any Major Decisions or the
implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, to each Non-Lead Securitization
Note Holder (or its related Note Holder Representative), within the same time frame it is required to provide to the Lead Securitization
Directing Certificateholder (for this purpose, without regard to whether such items are actually required to be provided to the
Lead Securitization Directing Certificateholder under the Lead Securitization Servicing Agreement due to the expiration of the
Subordinate Control Period or the Collective Consultation Period) and (ii) to consult with the Non-Controlling Note Holders (or
their Non-Controlling Note Holder Representatives) on a strictly non-binding basis, to the extent having received such notices,
information and reports, such Non-Controlling Note Holder (or their Non-Controlling Note Holder Representatives) request consultation
with respect to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating
to the Mortgage Loan, and consider alternative actions recommended by any Non-Controlling Note Holder (or its Non-Controlling Note
Holder Representative); provided that after the expiration of a period of ten (10) Business Days from the delivery to such Non-Controlling
Note Holders (or its Non-Controlling Note Holder Representative) by the Lead Securitization Note Holder (or the Master Servicer
or the Special Servicer acting on its behalf) of written notice of a proposed action, together with copies of the notice, information
and report required to be provided to the Lead Securitization Directing Certificateholder, the Lead Securitization Note Holder
(or the Master Servicer or the Special Servicer acting on its behalf) shall no longer be obligated to consult with such Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative), whether or not such Non-Controlling Note Holder (or its Non-Controlling
Note Holder Representative) has responded within such ten (10) Business Day period (unless, the Lead Securitization Note Holder
(or the Master Servicer or the Special Servicer acting on its behalf) proposes a new course of action that is materially different
from the action previously proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from


 



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the date of such proposal and delivery of all
information relating thereto). Notwithstanding the consultation rights of such Non-Controlling Note Holder (or its Non-Controlling
Note Holder Representative) set forth in the immediately preceding sentence, the Lead Securitization Note Holder (or Master Servicer
or Special Servicer, acting on its behalf) may take any Major Decision or any action set forth in the Asset Status Report before
the expiration of the aforementioned ten (10) Business Day period if the Lead Securitization Note Holder (or Master Servicer or
Special Servicer, as applicable) determines that immediate action with respect thereto is necessary to protect the interests of
the Note Holders. In no event shall the Lead Securitization Note Holder (or Master Servicer or Special Servicer, acting on its
behalf) be obligated at any time to follow or take any alternative actions recommended by such Non-Controlling Note Holder (or
its Non-Controlling Note Holder Representative).


 


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


 


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


 


Anything herein or in the
Lead Securitization Servicing Agreement to the contrary notwithstanding, in the event that one of the Notes is included in a REMIC
and any of the others are not, such other Note Holder shall not be required to reimburse such Note Holder or any other Person for
payment of (i) any taxes imposed on such REMIC, (ii) any costs or expenses relating to the administration of such REMIC or to any
determination respecting the amount, payment or avoidance of any tax under such REMIC or (iii) any advances for any of the foregoing
or any interest thereon or for deficits in other items of disbursement or income


 



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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 the other Note
Holder be reduced to offset or make-up any such payment or deficit.


 


Section 6.     Rights
of the Controlling Note Holder.


 


(a)           
The Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its
rights and obligations with respect to the Mortgage Loan (the “Controlling Note Holder Representative”). The
Controlling Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace the
Controlling Note Holder Representative in accordance with the terms of the Lead Securitization Servicing Agreement. When exercising
its various rights under Section 5 and elsewhere in this Agreement, the Controlling Note Holder may, at its option, in each
case, act through the Controlling Note Holder Representative. The Controlling Note Holder Representative may be any Person (other
than the Mortgage Loan Borrower, its principal or any Affiliate of the Mortgage Loan Borrower), including, without limitation,
the Controlling Note Holder, any officer or employee of the Controlling Note Holder, any affiliate of the Controlling Note Holder
or any other unrelated third party. No such Controlling Note Holder Representative shall owe any fiduciary duty or other duty to
any other Person (other than the Controlling Note Holder). All actions that are permitted to be taken by the Controlling Note Holder
under this Agreement may be taken by the Controlling Note Holder Representative acting on behalf of the Controlling Note Holder.
Any Servicer acting on behalf of the Lead Securitization Note Holder shall not be required to recognize any Person as a Controlling
Note Holder Representative until the Controlling Note Holder has notified the Servicer or Trustee of such appointment and, if the
Controlling Note Holder Representative is not the same Person as the Controlling Note Holder, the Controlling Note Holder Representative
provides any Servicer or Trustee with written confirmation of its acceptance of such appointment, an address and telecopy number
for the delivery of notices and other correspondence and a list of officers or employees of such person with whom the parties to
this Agreement may deal (including their names, titles, work addresses and telecopy numbers). The Controlling Note Holder shall
promptly deliver such information to any Servicer. None of the Servicers, Operating Advisor and Trustee shall be required to recognize
any person as a Controlling Note Holder Representative until they receive such information from the Controlling Note Holder. The
Controlling Note Holder agrees to inform each such Servicer, Operating Advisor or Trustee of the then-current Controlling Note
Holder Representative.


 


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


 



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refrain from giving consents, that favor the
interests of one Note Holder over any other Note Holder, and that the Controlling Note Holder Representative may have special relationships
and interests that conflict with the interests of a Non-Controlling Note Holder and, absent willful misfeasance, bad faith or gross
negligence on the part of the Controlling Note Holder Representative or the Controlling Note Holder, as the case may be, agree
to take no action against the Controlling Note Holder Representative, the Controlling Note Holder or any of their respective officers,
directors, employees, principals or agents as a result of such special relationships or interests, and that neither the Controlling
Note Holder Representative nor the Controlling Note Holder will be deemed to have been grossly negligent or reckless, or to have
acted in bad faith or engaged in willful misfeasance or to have recklessly disregarded any exercise of its rights by reason of
its having acted or refrained from acting, or having given any consent or having failed to give any consent, solely in the interests
of any Note Holder.


 


(b)         Each
Non-Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its
rights and obligations with respect to the Mortgage Loan (with respect to such Note Holder, the “Non-Controlling Note
Holder Representative”). All of the provisions relating to Controlling Note Holders and the Controlling Note Holder Representatives
set forth in the first paragraph of this Section 6(a) (except those contained in the last sentence thereof) and the second
paragraph of this Section 6(a) shall apply to the related Non-Controlling Note Holder and its Non-Controlling Note Holder
Representative mutatis mutandis.


 


The Controlling Note Holder
shall be entitled to exercise the rights and powers granted to the Controlling Note hereunder and the rights and powers granted
to the Directing Certificateholder or similar party under, and as defined in, the Lead Securitization Servicing Agreement with
respect to the Mortgage Loan (assuming that no Control Termination Event or Consultation Termination Event, as applicable, has
occurred and is continuing (or that periods defined by analogous terms during which control and/or consultation are permitted,
such as “Subordinate Control Period”, are in effect) under, and as defined in, the Lead Securitization Servicing Agreement.


 


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


 


 



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


 


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


 


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


 


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


 


 



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


 


Section 8.     Payment
Procedure.


 


(a)         The
Lead Securitization Note Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the
Lead Securitization Servicing Agreement, will deposit or cause to be deposited all payments allocable to the Notes to the Collection
Account and/or Loan Combination Custodial Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to
and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer
acting on its behalf) shall deposit such amounts to the applicable account within one Business Day after receipt of properly identified
funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan
Borrower (provided, however, that, to the extent any such amounts are received after 2:00 p.m. Eastern


 



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time on any given Business Day, the Lead Securitization
Note Holder (or Master Servicer acting on its behalf) shall use commercially reasonable efforts to deposit such amounts into the
applicable account within one (1) Business Day of receipt thereof but, in any event, the Lead Securitization Note Holder (or
Master Servicer acting on its behalf) shall deposit such amounts into the applicable account within two (2) Business Days
of receipt thereof) and shall remit payments due on the Non-Lead Securitization Note to the Non-Lead Securitization Note Holder
(or the Non-Lead Master Servicer on its behalf) no later than one Business Day following the “Determination Date” under
the Non-Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


Section 9.     Limitation
on Liability of the Note Holders. Each Note Holder shall have no liability to any other Note Holder with respect to its
Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of this Agreement
on the part of such Note Holder.


 


 



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


 


Section 10.           
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization
Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise
or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect
to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator
or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the
winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization
Note Holder, and not the Non-Lead Securitization Note Holders, can make any election, give any consent, commence any action or
file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan
Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization
Note Holder as their agent, and grant to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest,
and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Non-Lead Securitization
Note Holders in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency
Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make
any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify,
lift or terminate the automatic stay with respect to the Mortgage Loan. The Note Holders hereby agree that, upon the request of
the Lead Securitization Note Holder, the Non-Lead Securitization Note Holders shall execute, acknowledge and deliver to the Lead
Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead Securitization Note Holder
may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All actions taken by the
Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing Standard.


 


Section 11.           
Representations of the Note Holders. Each Note Holder represents and warrants that the execution, delivery and performance
of this Agreement is within its corporate powers, has been duly authorized by all necessary corporate action, and does not contravene
such Note Holder’s charter or any law or contractual restriction binding upon such Note Holder, and that this Agreement is
the legal, valid and binding obligation of such Note Holder enforceable against such Note Holder in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other


 


 



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similar
laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law), and except that the enforcement of rights with respect
to indemnification and contribution obligations may be limited by applicable law. Each Note Holder represents and warrants that
it is duly organized, validly existing, in good standing and in possession of all licenses and authorizations necessary to carry
on its business. Each Note Holder represents and warrants that (a) this Agreement has been duly executed and delivered by
such Note Holder, (b) to such Note Holder’s actual knowledge, all consents, approvals, authorizations, orders or filings
of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement
by such Note Holder have been obtained or made and (c) to such Note Holder’s actual knowledge, there is no pending action,
suit or proceeding, arbitration or governmental investigation against such Note Holder, an adverse outcome of which would materially
and adversely affect its performance under this Agreement.


 


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


 


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


 


Section 14.           
Sale of the Notes.


 


(a)               
Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise
dispose of all or any portion of its respective Note (a “Transfer”) except to a Qualified Institutional Lender.
Promptly after the Transfer, the non-transferring Note Holder shall be provided with (x) a representation from a transferee
or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer
(and the related pooling and servicing or similar agreement requires the parties thereto to comply with this Agreement) in accordance


 


 



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


 


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


 


(b)              
In the case of any Transfer of a participation interest in any of the Notes, (i) the respective Note Holders’ obligations
under this Agreement shall remain unchanged, (ii) such Note Holders shall remain solely responsible for the performance of
such obligations, and (iii) the Lead Securitization Note Holder and any Persons acting on its behalf


 


 



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shall continue to deal solely and
directly with such Note Holder in connection with such Note Holder’s rights and obligations under this Agreement and the
Lead Securitization Servicing Agreement, and all amounts payable hereunder shall be determined as if such Note Holder had not sold
such participation interest.


 


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


 


 



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Qualified Institutional Lender at
any foreclosure or similar sale held by such Note Pledgee or any transfer in lieu of foreclosure), and its successor and assigns,
as the successor to the pledging Note Holder’s rights, remedies and obligations under this Agreement, and any such Note Pledgee
or Qualified Institutional Lender shall assume in writing the obligations of the pledging Note Holder hereunder accruing from and
after such Transfer (i.e., realization upon the collateral by such Note Pledgee) and agrees to be bound by the terms and
provisions of this Agreement. The rights of a Note Pledgee under this Section 14(c) shall remain effective as to any Note
Holder (and any Servicer) unless and until such Note Pledgee shall have notified any such Note Holder (and any Servicer, as applicable)
in writing that its interest in the pledged Note has terminated.


 


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


 


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


 


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


 


(iii)          
Such Note Holder pledges its interest in its Note to the Conduit as collateral for the Conduit Inventory Loan;


 


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


 


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


 


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


 


 



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Upon
request of a Note Holder, the Agent shall provide such party with the names and addresses of each other Note Holder. To the extent
the Trustee or another party is appointed as Agent hereunder, each Note Holder hereby designates such person as its agent under
this Section 15 solely for purposes of maintaining the Note Register.


 


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


 


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


 


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


 


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


 


(b)              
CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY OBJECTION
THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT


 


 



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SUCH ACTION OR PROCEEDING WAS BROUGHT
IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;


 


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


 


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


 


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


 


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


 


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


 


Section 21.           
Captions. The titles and headings of the paragraphs of this Agreement have been inserted for convenience of reference only
and are not intended to


 


 



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summarize or otherwise describe the subject
matter of the paragraphs and shall not be given any consideration in the construction of this Agreement.


 


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


 


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


 


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


 


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


 


(c)               
Each Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) represents (for the benefit of
the Mortgage Loan Borrower) that it is not a Non-Exempt Person and that neither the Lead Securitization Note Holder nor the


 


 



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Mortgage Loan Borrower is obligated
under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise pursuant to this Agreement.
Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of this Agreement, each
Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) shall deliver to the Lead Securitization
Note Holder or Servicer, as applicable, evidence satisfactory to the Lead Securitization Note Holder substantiating that such Note
Holder is not a Non-Exempt Person and that the Lead Securitization Note Holder is not obligated under applicable law to withhold
Taxes on sums paid to it with respect to the Mortgage Loan or otherwise under this Agreement. Without limiting the effect of the
foregoing, (i) if a Note Holder is created or organized under the laws of the United States, any state thereof or the District
of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the Lead Securitization Note Holder an
Internal Revenue Service Form W-9 and (ii) if a Note Holder is not created or organized under the laws of the United States,
any state thereof or the District of Columbia, and if the payment of interest or other amounts by the Mortgage Loan Borrower is
treated for United States income tax purposes as derived in whole or part from sources within the United States, such Note Holder
shall satisfy the requirements of the preceding sentence by furnishing to the Lead Securitization Note Holder Internal Revenue
Service Form W-8ECI, Form W-8IMY (with appropriate attachments) or Form W-8BEN, or successor forms, as may be required from time
to time, duly executed by such Note Holder, as evidence of such Note Holder’s exemption from the withholding of United States
tax with respect thereto. The Lead Securitization Note Holder shall not be obligated to make any payment hereunder with respect
to the Non-Lead Securitization Note or otherwise until the holder of such Note shall have furnished to the Lead Securitization
Note Holder requested forms, certificates, statements or documents.


 


Section 25.           
Custody of Mortgage Loan Documents. Prior to the Lead Securitization Date, the originals of all of the Mortgage Loan Documents
(other than the Notes) will be held by the Initial Agent or a duly appointed custodian of the Initial Agent on behalf it’s
the registered holders of the Notes. Each Note will be held by its respective Note Holder or a duly appointed custodian of such
Note Holder. If the Lead Securitization is not also the Note A-8 Securitization, then on and after the Lead Securitization Date
the originals of all of the Mortgage Loan Documents (other than Note A-8 and any other Notes not included in such Lead Securitization)
shall be held in the name of the trustee (and held by a duly appointed custodian therefor) under the Lead Securitization Servicing
Agreement on behalf of the registered holders of the Notes. On and after the closing date of the Note A-8 Securitization, the originals
of all of the Mortgage Loan Documents (other than Notes not included in the Note A-8 Securitization) shall be transferred to and
held in the name of the trustee (and held by a duly appointed custodian therefor) under the Lead Securitization Servicing Agreement,
on behalf of the registered holders of the Notes.


 


Section 26.           
Cooperation in Securitization.


 


(a)               
Each Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization.
In connection with a Securitization and subject to the terms of the preceding sentence, at the request of the Lead Securitization
Note Holder, each Non-Lead Securitization Note Holder shall use reasonable efforts, at the Lead


 


 



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Securitization Note Holder’s
expense, to satisfy, and to cooperate with the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower
to satisfy, the market standards to which the Lead Securitization Note Holder customarily adheres or that 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 Lead Securitization
Note Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in
any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however,
that either in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, the Non-Lead
Securitization Note Holders shall not be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent
to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the interest
allocable to, or the amount of any payments due to or priority of such payments to, the Non-Lead Securitization Note Holders or
(ii) materially increase the Non-Lead Securitization Note Holders’ obligations or materially decrease the Non-Lead Securitization
Note Holders’ rights, remedies or protections. In connection with the Lead Securitization, each Non-Lead Securitization Note
Holder shall provide for inclusion in any disclosure document relating to the Lead Securitization such information concerning such
Non-Lead Securitization Note Holder and its Non-Lead Securitization Note as the Lead Securitization Note Holder reasonably determines
to be necessary or appropriate, and such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s
expense, cooperate with the reasonable requests of each Rating Agency and Lead Securitization Note Holder in connection with the
Lead Securitization (including, without limitation, reasonably cooperating with the Lead Securitization Note Holder (without any
obligation to make additional representations and warranties) to enable the Lead Securitization Note Holder to make all necessary
certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage
Loan and the Lead Securitization), as well as in connection with all other matters and the preparation of any offering documents
thereof and to review and respond reasonably promptly with respect to any information relating to such Non-Lead Securitization
Note Holder and its Non-Lead Securitization Note in any Securitization document. Each Note Holder acknowledges that the information
provided by it to the Lead Securitization Note Holder may be incorporated into the offering documents for the Lead Securitization.
The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf
of, any Note Holder. The Lead Securitization Note Holder will reasonably cooperate with the Non-Lead Securitization Note Holder
by providing all information reasonably requested that is in the Lead Securitization Note Holder’s possession in connection
with the Non-Lead Securitization Note Holders’ preparation of disclosure materials in connection with a Securitization.


 


Upon request, the Lead Securitization
Note Holder shall deliver to the Non-Lead Securitization Note Holders drafts of the preliminary and final Lead Securitization offering
memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the Lead Securitization Servicing
Agreement and provide reasonable opportunity to review and comment on such documents.


 


 



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


 


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


 


Section 29.           
Certain Matters Affecting the Agent.


 


(a)              
The Agent may request and/or rely upon and shall be protected in acting or refraining from acting upon any officer’s certificate
or assignment and assumption agreement delivered to the Agent pursuant to Section 14 and Section 15;


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 30.           
Agency. RESERVED.


 


Section 31.           
Resignation of Agent. The Agent may resign at any time on ten (10) days’ prior notice, so long as a successor Agent,
reasonably satisfactory to the Note Holders (it being agreed that a Servicer, the Certificate Administrator or the Trustee in a
Securitization is


 


 



    -49-


     


     


satisfactory to the Note Holders), has agreed
to be bound by this Agreement and perform the duties of the Agent hereunder. SG, as Initial Agent, may transfer its rights and
obligations to a Servicer, the Certificate Administrator or the Trustee, as successor Agent, at any time without the consent of
any Note Holder. Notwithstanding the foregoing, Note Holders hereby agree that, simultaneously with the closing of the Lead Securitization,
the Master Servicer shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of
SG without any further notice or other action. The termination or resignation of such Master Servicer, as Master Servicer under
the Lead Securitization Servicing Agreement, shall be deemed a termination or resignation of such Master Servicer as Agent under
this Agreement and any successor Master Servicer shall be deemed to have been automatically appointed as the successor Agent under
this Agreement in place thereof without any further notice or other action.


 


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


 


[SIGNATURE PAGE FOLLOWS]


 


 



    -50-


     


     


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


 


 


	 	 	 
	 	SOCIÉTÉ GÉNÉRALE,
	 	 	as Initial Note A-1 Holder
	 	 	 
	 	By:	/s/ Jim Barnard
	 	 	Name:   Jim Barnard
	 	 	Title:     Director
	 	 	 
	 	SOCIÉTÉ GÉNÉRALE,
	 	 	as Initial Note A-2 Holder
	 	 	 
	 	By:	/s/ Jim Barnard
	 	 	Name:   Jim Barnard
	 	 	Title:     Director
	 	 	 
	 	SOCIÉTÉ GÉNÉRALE,
	 	 	as Initial Note A-3 Holder
	 	 	 
	 	By:	/s/ Jim Barnard
	 	 	Name:   Jim Barnard
	 	 	Title:     Director
	 	 	 
	 	SOCIÉTÉ GÉNÉRALE,
	 	 	as Initial Note A-4 Holder
	 	 	 
	 	By:	/s/ Jim Barnard
	 	 	Name:   Jim Barnard
	 	 	Title:     Director


 


(Agreement Between Note Holders – AFIN PORTFOLIO)


 



     


     


    	 	 	 
	 	SOCIÉTÉ GÉNÉRALE,
	 	 	as Initial Note A-5 Holder
	 	 	 
	 	By:	/s/ Jim Barnard
	 	 	Name:   Jim Barnard
	 	 	Title:     Director
	 	 	 
	 	SOCIÉTÉ GÉNÉRALE,
	 	 	as Initial Note A-6 Holder
	 	 	 
	 	By:	/s/ Jim Barnard
	 	 	Name:   Jim Barnard
	 	 	Title:     Director
	 	 	 
	 	SOCIÉTÉ GÉNÉRALE,
	 	 	as Initial Note A-7 Holder
	 	 	 
	 	By:	/s/ Jim Barnard
	 	 	Name:   Jim Barnard
	 	 	Title:     Director
	 	 	 
	 	SOCIÉTÉ GÉNÉRALE,
	 	 	as Initial Note A-8 Holder
	 	 	 
	 	By:	/s/ Jim Barnard
	 	 	Name:   Jim Barnard
	 	 	Title:     Director


 


(Agreement Between Note Holders – AFIN PORTFOLIO)


 



     


     


    	 	 	 
	 	UBS AG, as Initial Note A-9 Holder
	 	 	 
	 	By:	/s/ David Schell
	 	 	Name:   David Schell
	 	 	Title:     Executive Director
	 	 	 
	 	By:	/s/ Racquel A.C. Small
	 	 	Name:  Racquel A.C. Small
	 	 	Title:     Executive Director


 


 


	 	 	 
	 	
        UBS AG,
        as Initial Note A-10 Holder

         

	 	 	 
	 	By:	/s/ David Schell
	 	 	Name:   David Schell
	 	 	Title:     Executive Director
	 	 	 
	 	By:	/s/ Racquel A.C. Small
	 	 	Name:  Racquel A.C. Small
	 	 	Title:     Executive Director


 


	 	 	 
	 	
        UBS AG,
        as Initial Note A-11 Holder

         

	 	 	 
	 	By:	/s/ David Schell
	 	 	Name:   David Schell
	 	 	Title:     Executive Director
	 	 	 
	 	By:	/s/ Racquel A.C. Small
	 	 	Name:  Racquel A.C. Small
	 	 	Title:     Executive Director


 


	 	 	 
	 	
        UBS AG,
        as Initial Note A-12 Holder

         

	 	 	 
	 	By:	/s/ David Schell
	 	 	Name:   David Schell
	 	 	Title:     Executive Director
	 	 	 
	 	By:	/s/ Racquel A.C. Small
	 	 	Name:  Racquel A.C. Small
	 	 	Title:     Executive Director
	 	 	 


 


 


(Agreement Between Note Holders – AFIN Portfolio)


 



     


     


     


 


	 	 	 
	 	
        UBS AG,
        as Initial Note A-13 Holder

         

	 	 	 
	 	By:	/s/ David Schell
	 	 	Name:   David Schell
	 	 	Title:     Executive Director
	 	 	 
	 	By:	/s/ Racquel A.C. Small
	 	 	Name:  Racquel A.C. Small
	 	 	Title:     Executive Director


 


	 	 	 
	 	
        UBS AG,
        as Initial Note A-14 Holder

         

	 	 	 
	 	By:	/s/ David Schell
	 	 	Name:   David Schell
	 	 	Title:     Executive Director
	 	 	 
	 	By:	/s/ Racquel A.C. Small
	 	 	Name:  Racquel A.C. Small
	 	 	Title:     Executive Director


 


	 	 	 
	 	
        UBS AG,
        as Initial Note A-15 Holder

         

	 	 	 
	 	By:	/s/ David Schell
	 	 	Name:   David Schell
	 	 	Title:     Executive Director
	 	 	 
	 	By:	/s/ Racquel A.C. Small
	 	 	Name:  Racquel A.C. Small
	 	 	Title:     Executive Director


 


	 	 	 
	 	
        UBS AG,
        as Initial Note A-16 Holder

         

	 	 	 
	 	By:	/s/ David Schell
	 	 	Name:   David Schell
	 	 	Title:     Executive Director
	 	 	 
	 	By:	/s/ Racquel A.C. Small
	 	 	Name:  Racquel A.C. Small
	 	 	Title:     Executive Director


 


(Agreement Between Note Holders – AFIN Portfolio)


 


 



     


     


     


 


EXHIBIT A



MORTGAGE LOAN SCHEDULE




Description of Mortgage Loan


	Mortgage Loan Borrower:	ARC CPOKCOK001, LLC, ARC SMWMBFL001, LLC, ARC CPFAYNC001, LLC, ARC SPSANTX001, LLC, ARC JCLOUKY001, LLC, ARC NPHUBOH001, LLC, ARC ASANDSC001, LLC, ARC NLLKFL001, LLC, ARC RBASHNC001, LLC, ARC MCLVSNV001, LLC, ARC BBLVSNV001, LLC AND ARC RGHCHRN001, LLC
	Date of Mortgage Loan:	December 8, 2017
	Date of Notes:	December 8, 2017
	Original Principal Amount of Mortgage Loan:	$210,000,000
	Principal Amount of Mortgage Loan as of the date hereof:	$210,000,000
	Initial Note A-1 Principal Balance:	$25,000,000
	Initial Note A-2 Principal Balance:	$25,000,000
	Initial Note A-3 Principal Balance	$20,000,000
	Initial Note A-4 Principal Balance	$12,000,000
	Initial Note A-5 Principal Balance	$10,000,000
	Initial Note A-6 Principal Balance	$10,000,000
	Initial Note A-7 Principal Balance	$5,000,000
	Initial Note A-8 Principal Balance	$5,000,000


 


 



    A-1 


     


     


	Initial Note A-9 Principal Balance	$20,000,000
	Initial Note A-10 Principal Balance	$20,000,000
	Initial Note A-11 Principal Balance	$15,000,000
	Initial Note A-12 Principal Balance	$15,000,000
	Initial Note A-13 Principal Balance	$10,000,000
	Initial Note A-14 Principal Balance	$8,000,000
	Initial Note A-15 Principal Balance	$5,000,000
	Initial Note A-16 Principal Balance	$5,000,000
	Location of Mortgaged Property:	Various
	Initial Maturity Date:	January 1, 2028



    A-2 


     


    EXHIBIT B


	 	1.	Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder, Initial Note A-4 Holder, Initial Note A-5 Holder, Initial Note A-6 Holder, Initial Note A-7 Holder and Initial Note A-8 Holder:


Prior to Securitization of Note A-1, Note A-2,
Note A-3, Note A-4, Note A-5, Note A-6, Note A-7 and Note A-8:


Société Générale

245 Park Avenue

New York, New York 10167

Attention: Jim Barnard



with a copy to:



Société Générale

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: General Counsel


Following Securitization of Note A-1, Note A-2,
Note A-3, Note A-4, Note A-5, Note A-6, Note A-7 and Note A-8, the applicable notice addresses set
forth in the related Securitization Servicing Agreement.


	 	2.	Initial Note A-9 Holder, Initial Note A-10 Holder, Initial Note A-11 Holder, Initial Note A-12 Holder, Initial Note A-13 Holder, Initial Note A-14 Holder, Initial Note A-15 Holder and Initial Note A-16 Holder:


 


Prior to Securitization of Note A-9, Note A-10,
Note A-11, Note A-12, Note A-13, Note A-14, Note A-15 and Note A-16:


 


UBS AG, by and through its branch office at 1285
Avenue of the Americas, New York, New York


1285 Avenue of the Americas


New York, New York 10019


Attention: David Schell


Email: david.schell@ubs.com


 


with a copy to:


 


Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Attention: Frank Polverino, Esq.

Facsimile No.: (212) 504-6666


email: frank.polverino@cwt.com


 



    B-1 


     


    Following Securitization of Note A-9, Note A-10,
Note A-11, Note A-12, Note A-13, Note A-14, Note A-15 and Note A-16, the applicable notice addresses
set forth in the related Securitization Servicing Agreement.



    B-2 


     


    EXHIBIT C


PERMITTED FUND MANAGERS


	 	1.	Westbrook Partners


	 	2.	DLJ Real Estate Capital Partners


	 	3.	iStar Financial Inc.


	 	4.	Capital Trust, Inc.


	 	5.	Lend-Lease Real Estate Investments


	 	6.	Archon Capital, L.P.


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


	 	8.	The Blackstone Group International Ltd.


	 	9.	Apollo Real Estate Advisors


	 	10.	Colony Capital, Inc.


	 	11.	Praedium Group


	 	12.	J.E. Roberts Companies


	 	13.	Fortress Investment Group, LLC


	 	14.	Lonestar Opportunity Fund


	 	15.	Clarion Partners


	 	16.	Walton Street Capital, LLC


	 	17.	Starwood Financial Trust


	 	18.	BlackRock, Inc.


	 	19.	Raith Capital Partners, LLC


	 	20.	Rialto Capital Management LLC


	 	21.	Rialto Capital Partners LLC


	 	22.	KKR Real Estate Manager Finance LLC


 


 


 



     C-1