Exhibit 4.24


 


EXECUTION VERSION


CO-LENDER AGREEMENT






Dated as of March 4, 2022





by and between






STARWOOD MORTGAGE CAPITAL LLC

(Initial Note A-1 Holder)


and


STARWOOD MORTGAGE CAPITAL LLC

(Initial Note A-2 Holder)


VISIONS HOTEL PORTFOLIO III


 




     


     


    

TABLE OF CONTENTS


Page


	Section 1.	Definitions.	1
	Section 2.	Servicing of the Mortgage Loan.	16
	Section 3.	Priority of Payments.	24
	Section 4.	Workout.	25
	Section 5.	Administration of the Mortgage Loan.	25
	Section 6.	Appointment of Controlling Note Holder Representative and Non-Controlling Note Holder Representative.	29
	Section 7.	Appointment of Special Servicer.	32
	Section 8.	Payment Procedure.	33
	Section 9.	Limitation on Liability of the Note Holders.	34
	Section 10.	Bankruptcy.	34
	Section 11.	Representations of the Note Holders.	35
	Section 12.	No Creation of a Partnership or Exclusive Purchase Right.	35
	Section 13.	Other Business Activities of the Note Holders.	35
	Section 14.	Sale of the Notes.	36
	Section 15.	Registration of the Notes and Each Note Holder.	39
	Section 16.	Governing Law; Waiver of Jury Trial.	39
	Section 17.	Submission to Jurisdiction; Waivers.	39
	Section 18.	Modifications.	40
	Section 19.	Successors and Assigns; Third-Party Beneficiaries.	40
	Section 20.	Counterparts.	40
	Section 21.	Captions.	41
	Section 22.	Severability.	41
	Section 23.	Entire Agreement.	41
	Section 24.	Withholding Taxes.	41
	Section 25.	Custody of Mortgage Loan Documents.	42
	Section 26.	Cooperation in Securitization.	42
	Section 27.	Notices.	43
	Section 28.	Broker.	44
	Section 29.	Certain Matters Affecting the Agent.	44
	Section 30.	Termination and Resignation of Agent.	44
	Section 31.	Resizing.	45
	Section 32.	Statement of Intent.	46


 


 




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THIS CO-LENDER AGREEMENT
(this “Agreement”), dated as of March 4, 2022, by and between STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability
company (“Starwood” and together with its successors and assigns in interest, in its capacity as initial owner of Note
A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”)
and STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company (together with its successors and assigns in interest, in its
capacity as initial owner of Note A-2, the “Initial Note A-2 Holder” and, together with the Initial Note A-1 Holder,
the “Initial Note Holders”).


W I T N E S S E T H:


WHEREAS, pursuant to the
Mortgage Loan Agreement (as defined herein), Starwood Mortgage Capital LLC (“Original Lender”) 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 two promissory notes (as amended, modified or supplemented, the “Notes”): (i) one promissory
note in the original principal amount of $28,100,000 (“Note A-1”) made by the Mortgage Loan Borrower in favor of the
Original Lender and (ii) one promissory note in the original principal amount of $16,000,000 (“Note A-2”), made by
the Mortgage Loan Borrower in favor of the Original Lender; and secured by one or more mortgages or deeds of trust (together, as amended,
modified or supplemented, the “Mortgage”) on certain real property located as described in the Mortgage Loan Agreement
(collectively, the “Mortgaged Property”);


WHEREAS, the Initial Note
A-1 Holder and the Initial Note A-2 Holder desire to enter into this Agreement to memorialize the terms under which they, and their successors
and assigns, shall hold Note A-1 and Note A-2, respectively;


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


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


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


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


“Agent Office”
shall mean the designated office of the Agent in the State of Florida, which office at the date of this Agreement is located at 2340 Collins
Avenue, Suite 700, Miami




     


     


    

Beach, Florida 33139, Attention: Leslie Fairbanks,
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 Co-Lender Agreement, the exhibits and schedule hereto and all amendments hereof and supplements hereto.


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


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


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


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


“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 which is a CLO, shall mean the entity which 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).


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


“Collection Account”
shall mean “Collection Account” or other analogous term as defined in the Lead Servicing Agreement.


“Companion Distribution
Account” shall mean “Companion Distribution Account,” “Whole Loan Custodial Account,” “Loan Combination
Custodial Account” or other analogous term as defined in the Lead Servicing Agreement.


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


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


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


“Control”
shall mean the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership interests
of an entity and the possession,




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directly or indirectly, of the power to direct
or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract or
otherwise (“Controlled” and “Controls” have meanings correlative thereto.)


“Controlling Class Representative”
shall have the meaning assigned to the term “Directing Certificateholder,” “Controlling Class Representative”
or an analogous term in the Lead Servicing Agreement.


“Controlling Note
Holder” shall mean the Note A-1 Holder; provided that at any time Note A-1 is included in the Lead Securitization, references
to the “Controlling Note Holder” herein shall mean the Controlling Class Representative or such other person(s) otherwise
assigned the rights to exercise the rights of the “Controlling Note Holder” hereunder, as and to the extent provided in the
Lead Servicing Agreement; provided that if at any time 50% or more of Note A-1 (or the class of securities issued in the Lead Securitization
designated as the “controlling class” or such other class(es) otherwise assigned the rights to exercise the rights of the
“Controlling Note Holder”) is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, Note A-1 (or
the class of securities issued in the Lead Securitization designated as the “controlling class” or such other class(es) otherwise
assigned the rights to exercise the rights of the “Controlling Note Holder”) shall not be entitled to exercise any rights
of the Controlling Note Holder and the Note A-2 Holder shall be the Controlling Note Holder unless 50% or more of Note A-2 (or the class
of securities issued in the applicable 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; and provided, further, that if at any time 50% or more of Note A-2 (or the
class of securities issued in the applicable 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, Note A-2 (or the class of securities issued in the applicable 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”) shall not be entitled to exercise any rights of the Controlling Note Holder.


If 50% or more of each of
Note A-1 and Note A-2 (or the class of securities issued in the Lead Securitization and each 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, no person shall be entitled to
exercise the rights of the Controlling Note Holder.


In addition, the Lead Servicing
Agreement may contain additional limitations on the rights of such designated party entitled to exercise the rights of the “Controlling
Note Holder” hereunder if such designated party is the Mortgage Loan Borrower or if it has certain relationships with the Mortgage
Loan Borrower (which additional limitations shall, as and to the extent provided in the Lead Servicing Agreement, accordingly limit the
rights of the designated party to exercise any rights hereunder).


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




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


“Defaulted Mortgage
Loan” shall mean “defaulted mortgage loan,” “defaulted loan” or other analogous term under the Lead
Servicing Agreement.


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


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


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


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


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


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


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


“Insolvency Proceeding”
shall mean any proceeding under Title 11 of the United States Code (11 U.S.C. Sec. 101 et seq.) or any other insolvency, liquidation,
reorganization or other similar proceeding concerning the Mortgage Loan Borrower, any action for the dissolution of the Mortgage Loan
Borrower, any proceeding (judicial or otherwise) concerning the application of the assets of the Mortgage Loan Borrower for the benefit
of its creditors, the appointment of or any proceeding seeking the appointment of a trustee, receiver or other similar custodian for all
or any substantial part of the assets of the Mortgage Loan Borrower or any other action concerning the adjustment of the debts of the
Mortgage Loan Borrower, the cessation of business by the Mortgage Loan Borrower, except following a sale, transfer or other disposition
of all or substantially all of the assets of the Mortgage Loan Borrower in a transaction permitted under the Mortgage Loan Documents;
provided, however, that following any such permitted transaction affecting the title to the Mortgaged 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).


“Intervening Trust
Vehicle” with respect to any Securitization Vehicle that is a CLO, shall mean a trust vehicle or entity which 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.




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


“Lead Securitization”
shall mean the Note A-1 Securitization; provided that, if the Note A-2 Securitization occurs prior to the Note A-1 Securitization
Date, then the Note A-2 Securitization shall be the Lead Securitization until the Note A-1 Securitization Date, at which time the Note
A-1 Securitization shall be the Lead Securitization.


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


“Lead Securitization
Note” shall mean Note A-1; provided that, if the Note A-2 Securitization occurs prior to the Note A-1 Securitization
Date, then Note A-2 shall be the Lead Securitization Note until the Note A-1 Securitization Date, at which time Note A-1 shall be the
Lead Securitization Note.


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


“Lead Securitization
Subordinate Class Representative” shall mean the “Controlling Class Representative” or “Directing Certificateholder”
as defined in the Lead Servicing Agreement or such other analogous term used in the Lead Servicing Agreement.


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


“Lead Servicing
Agreement” shall mean the pooling and servicing agreement to be entered into in connection with the Lead Securitization Note.
The Servicing Standard in the Lead 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.


“Major Decisions”
shall have the meaning given to such term or any one or more analogous terms in the Lead Servicing Agreement; provided that at
any time that no Note is included in the Lead Securitization “Major Decision” shall mean:


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


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


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




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


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


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


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


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


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


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


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


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


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


(xiv)           
any determination by the Master Servicer to transfer the Mortgage Loan to the Special Servicer under the circumstances described
in paragraph (c) of




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the definition of “Specially Serviced
Mortgage Loan” (as defined in the Lead Servicing Agreement).


“Master Servicer”
shall mean the master servicer appointed as provided in the Lead Servicing Agreement.


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


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


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


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


“Mortgage Loan Agreement”
shall mean the Loan Agreement, dated as of March 4, 2022, between the Mortgage Loan Borrower and Starwood Mortgage Capital LLC, a Delaware
limited liability company, as lender, as the same may be further amended, restated, supplemented or otherwise modified from time to time,
subject to the terms hereof.


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


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


“New Notes”
shall have the meaning assigned to such term in Section 31.


“Non-Controlling
Note” shall mean Note A-2; provided that any such Note shall be excluded from this definition for so long as the related
Note Holder is the Controlling Note Holder.


“Non-Controlling
Note Holder” shall mean each holder of a Non-Controlling Note; provided that at any time any Non-Controlling Note is
included in a Securitization, references to the “Non-Controlling Note Holder” herein shall mean the Non-Lead Securitization
Subordinate Class Representative with respect to the related Non-Lead Securitization or any other party assigned the rights to exercise
the rights of the “Non-Controlling Note Holder” hereunder, as and to the extent provided in the related Non-Lead Servicing
Agreement and as to the identity of which




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the Lead Securitization Note Holder (and the
Master Servicer and the Special Servicer) has been given written notice. The Lead Securitization Note Holder (or the Master Servicer or
the Special Servicer acting on its behalf) shall not be required at any time to deal with more than one party exercising the rights of
the “Non-Controlling Note Holder” herein or under the Lead Servicing Agreement and, (x) to the extent that the related Non-Lead
Servicing Agreement assigns such rights to more than one party or (y) to the extent any Non-Controlling Note is split into two or more
New Notes pursuant to Section 31, for purposes of this Agreement, the applicable Non-Lead Servicing Agreement or the holders of
such New Notes shall designate one party to deal with the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer
acting on its behalf) and provide written notice of such designation to the Lead Securitization Note Holder (and the Master Servicer and
the Special Servicer acting on its behalf); provided that, in the absence of such designation and notice, the Lead Securitization
Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be entitled to treat the last party as to which
it has received written notice as having been designated as the Non-Controlling Note Holder, as the Non-Controlling Note Holder for all
purposes of this Agreement. As of the date hereof and until further notice from the applicable Non-Lead Securitization Note Holder (or
the applicable Non-Lead Master Servicer or another party acting on its behalf), the Initial Note A-2 Holder is the Non-Controlling Note
Holder.


Prior to Securitization of
any Non-Lead Securitization Note (including any New Notes), all notices, reports, information or other deliverables required to be delivered
to the applicable Non-Lead Securitization Note Holder or the Non-Controlling Note Holder pursuant to this Agreement or the Lead Servicing
Agreement by the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) only need to be
delivered to the Non-Controlling Note Holder Representative (to the extent that the identity of the Non-Controlling Note Holder Representative
is known) and, when so delivered to the Non-Controlling Note Holder Representative, 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 Servicing Agreement. Following Securitization of any Non-Lead Securitization Note, all notices, reports,
information or other deliverables required to be delivered to the applicable Non-Lead Securitization Note Holder or the Non-Controlling
Note Holder pursuant to this Agreement or the Lead 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 Non-Lead Master Servicer (who then may forward such items to the
party entitled to receive such items as and to the extent provided in the Non-Lead Servicing Agreement) and, when so delivered to the
Non-Lead Master 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 Servicing Agreement.


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


“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




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(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” or other analogous term under the applicable
Non-Lead Servicing Agreement.


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


“Non-Lead Depositor”
shall mean the “depositor” or other analogous term under the applicable Non-Lead Servicing Agreement.


“Non-Lead Master
Servicer” shall mean the “master servicer” or other analogous term under the applicable Non-Lead Servicing Agreement.


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


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


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


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


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


“Non-Lead Securitization
Subordinate Class Representative” shall mean the holders of the majority of the class of securities issued in the applicable
Non-Lead Securitization designated as the “controlling class” pursuant to the related Non-Lead Servicing Agreement or their
duly appointed representative; provided that if 50% or more of the class of securities issued in such 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, no person shall be entitled to
exercise the rights of the Non-Lead Securitization Subordinate Class Representative.


“Non-Lead Securitization
Trust” shall mean the Securitization Trust into which the applicable Non-Lead Securitization Note is deposited.


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


“Non-Lead Servicing
Agreement” shall mean the pooling and servicing agreement, trust and servicing agreement or other similar agreement to be entered
into in connection with a Non-Lead Securitization.




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“Non-Lead Special
Servicer” shall mean the “special servicer” or other analogous term under the applicable Non-Lead Servicing Agreement.


“Non-Lead Trustee”
shall mean the “trustee” or other analogous term under the applicable Non-Lead Servicing Agreement.


“Nonrecoverable
Servicing Advance” shall have the meaning given thereto in the Lead Servicing Agreement.


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


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


“Note A-1 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 Securitization”
shall mean the sale by the Note A-1 Holder of all or any portion of the Note A-1 to a depositor or similar person, 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 effective date on which the Securitization of Note A-1 is consummated.


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


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


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


“Note A-2 Securitization”
shall mean the sale by the Note A-2 Holder of all or any portion of the 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 effective date on which the Securitization of Note A-2 is consummated.


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


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




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


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


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


“P&I Advance”
shall mean an advance made by (a) a party to the Lead Servicing Agreement in respect of a delinquent monthly debt service payment on the
Lead Securitization Note or (b) a party to a Non-Lead Servicing Agreement in respect of a delinquent monthly debt service payment on the
applicable Non-Lead Securitization Note.


“Percentage Interest”
shall mean, (a) with respect to the Note A-1 Holder, a fraction, expressed as a percentage, the numerator of which is the Note A-1 Principal
Balance and the denominator of which is the sum of the Note A-1 Principal Balance and the Note A-2 Principal Balance, and (b) with respect
to the Note A-2 Holder, a fraction, expressed as a percentage, the numerator of which is the Note A-2 Principal Balance and the denominator
of which is the sum of the Note A-1 Principal Balance and the Note A-2 Principal Balance.


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


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


“Pre-Securitization
Servicing Agreement” shall mean the related servicing or similar agreement between Starwood Mortgage Capital LLC and Wells Fargo
Commercial Mortgage Services, Inc., or certain affiliates thereof.


“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 herein) by, under common Control with or that Controls either 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




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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) any 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 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 (x) has a Required Special Servicer Rating, (y) is LNR
Partners, LLC or (z) 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),




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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), (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 (c)(i), (ii) and (iv)(B) above or approved
by the Rating Agencies hereunder as a Qualified Institutional Lender for purposes of this Agreement, or as to which the Rating Agencies
have stated they would not review such entity in connection with the subject transfer.


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


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


“Rating Agency Confirmation”
shall mean prior to a Securitization with respect to any matter, confirmation in writing (which may be in electronic form) by each applicable
Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade,
withdrawal or qualification of the then-current rating assigned to any class of certificates (if then rated by the Rating Agency); provided
that a written waiver or other




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acknowledgment from the Rating Agency indicating
its decision not to review the matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy the requirement for
the Rating Agency Confirmation from each Rating Agency with respect to such matter and after a Securitization, the meaning given thereto
or any analogous term in the Lead Servicing Agreement or Non-Lead Servicing Agreement, as applicable, including any deemed Rating Agency
Confirmation.


For the purposes of this
Agreement, if any Rating Agency (1) waives, declines or refuses, in writing, 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, or (2) does not reply to such request or responds in a manner
that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation and
the related timing, notice and other applicable provisions set forth in the Lead Servicing Agreement and each Non-Lead Servicing Agreement,
as applicable, have been satisfied, then for such request only, the condition that such confirmation by such Rating Agency (only) be obtained
shall be deemed not to apply 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.


“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 Securities and Exchange Commission
or by the staff of the Securities and Exchange Commission, or as may be provided by the Securities and Exchange Commission or its staff
from time to time.


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


“Required Special
Servicer Rating” (1) at any time that the Lead Securitization Note is included in the Lead Securitization, shall have the meaning
assigned to such term or any analogous term in the Lead Servicing Agreement, and (2) at any other time, 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 12-month period prior to the date of determination, and Moody’s has not downgraded or withdrawn the then-current rating
on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation
of such special servicer as special servicer of such commercial mortgage loans as the sole or material factor, (iv) in the case of KBRA,
KBRA has not cited servicing concerns of such special servicer as the sole or material factor in any qualification, downgrade or withdrawal
of the ratings (or placement on “watch status”




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in contemplation of a ratings downgrade or
withdrawal) of securities in a transaction serviced by such special servicer prior to the time of determination, and (v) in the case of
DBRS Morningstar, such special servicer is acting as special servicer in a commercial mortgage loan securitization that was rated by DBRS
Morningstar within the 12-month period prior to the date of determination and DBRS Morningstar has not downgraded or withdrawn the then-current
rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation
of such special servicer as special servicer of such commercial mortgage securities as a material reason for such downgrade or withdrawal.


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


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


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


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


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


“Servicing Advance”
shall mean “Servicing Advance” or other analogous term as defined in the Lead Servicing Agreement.


“Special Servicer”
shall mean the special servicer appointed as provided in the Lead Servicing Agreement and this Agreement.


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




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


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


Section 2.               
Servicing of the Mortgage Loan.


(a)              
Until the Lead Securitization Date, the Mortgage Loan shall be serviced pursuant to the Pre-Securitization Servicing Agreement.


(b)              
Each Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from
and after the Lead Securitization Date; provided that the Master Servicer shall not be obligated to advance monthly payments of principal
or interest in respect of any Note other than the Lead Securitization Note if such principal or interest is not paid by the Mortgage Loan
Borrower but shall be obligated to advance delinquent real estate taxes, insurance premiums and other expenses related to the maintenance
of the Mortgaged Property and maintenance and enforcement of the lien of the Mortgage thereon, subject to the terms of this Agreement
and the terms of the Lead Servicing Agreement including any provisions governing the determination of non-recoverability. Each Note Holder
acknowledges that each 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, Operating Advisor, Certificate Administrator, the Asset Representations Reviewer and
the Trustee under the Lead Servicing Agreement by the Depositor and the appointment of the initial Special Servicer by the Controlling
Note Holder as may be replaced pursuant to the terms of the Lead Servicing Agreement 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 Servicing Agreement.
Each Note Holder hereby irrevocably 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 Servicing Agreement (subject at all times to the rights of the Note Holder set forth herein
and in the Lead Servicing Agreement). In no event shall the Lead Servicing Agreement require the Servicer to enforce the rights of any
Note Holder against any other Note Holder or limit the Servicer in enforcing the rights of one Note Holder against any other Note Holder;
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 Servicing Agreement to service the Mortgage Loan in accordance




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with the Servicing Standard, the terms
of the Mortgage Loan Documents, the Lead Servicing Agreement and applicable law, each Servicer shall provide information to each Non-Lead
Servicer under a Non-Lead Servicing Agreement to enable each such Non-Lead Servicer to perform its servicing duties under the applicable
Non-Lead Servicing Agreement and each Servicer 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 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 Servicing Agreement and all references herein to the “Lead Servicing Agreement”
shall mean such subsequent servicing agreement; provided, however, that if a Non-Lead Securitization Note is in a Securitization,
then a Rating Agency Confirmation shall have been obtained from each Rating Agency; provided, further, however, that
the Note that was held by the Lead Securitization shall continue to be considered as the Lead Note; provided further, however,
that unless otherwise agreed to by the holder of the Lead Note, the master servicer under such subsequent servicing agreement shall not
be required to make any P&I Advance in respect of such Note; provided, 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 Servicing Agreement (excluding, however, any obligation to make any P&I Advances in respect of the Lead Note except as specifically
agreed to by the Servicer, and provided that the Servicer’s right to reimbursement for Servicing Advances as set forth in Section
2(c) shall remain in effect), as if such agreement was 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 Servicing Agreement and meeting the Required Special Servicer Rating (to the extent such servicer is performing
special servicing functions).


(c)              
The Master Servicer shall be the master servicer on the Mortgage Loan, and from time to time it (or the Trustee or Special Servicer,
to the extent provided in the Lead Servicing Agreement) (i) shall be required to (and the Special Servicer may, under certain circumstances
as provided in the Lead Servicing Agreement) make Servicing Advances with respect to the Mortgage Loan, subject to the terms of the Lead
Servicing Agreement and this Agreement, and (ii) may be required to make P&I Advances on the Lead Securitization Note, if and to the
extent provided in the Lead Servicing Agreement and this Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable,
shall be entitled to reimbursement for a Servicing Advance, first from funds on deposit in the Collection Account or Companion
Distribution Account for the Mortgage Loan that (in any case) represent amounts received on or in respect of the Mortgage Loan, and then,
in the case of Nonrecoverable Servicing Advances, if such funds on deposit in the Collection Account or Companion Distribution Account
are insufficient, from general collections of the Lead Securitization as provided in the Lead Servicing Agreement and from general collections
of a Non-Lead Securitization as provided below. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled
to reimbursement for Advance Interest Amounts on a Servicing Advance or a Nonrecoverable Servicing Advance, in the manner and from the
sources provided in the Lead Servicing Agreement, including from general collections of the Lead Securitization and, in the case of




    17 


     


    

Servicing Advances or Advance Interest
Amount on a Servicing Advance, from general collections of a Non-Lead Securitization as provided below. 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 Amounts on a Servicing Advance or a Nonrecoverable Servicing Advance, each
Non-Lead Securitization Note Holder (including from general collections or any other amounts from any Non-Lead Securitization Trust) shall
be required to, promptly following notice from the Master Servicer, reimburse the Lead Securitization for its pro rata share of
such Nonrecoverable Servicing Advance or Advance Interest Amounts.


In addition, each Non-Lead
Securitization Note Holder (including, but not limited to, any Non-Lead Securitization Trust) shall be required to, promptly following
notice from the Master Servicer or the Special Servicer, pay or reimburse the Lead Securitization for 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 Servicing Agreement and any costs, fees and
expenses related to obtaining any Rating Agency Confirmation, to the extent amounts on deposit in the Collection Account or Companion
Distribution 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 (i) (as and to the same extent
the Lead Securitization Trust is required to indemnify each of the following parties in respect of other mortgage loans in the Lead Securitization
Trust pursuant to the terms of Lead Servicing Agreement) each of the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee, the Operating Advisor, the Asset Representations Reviewer and the Depositor (and any director, officer, employee or agent
of any of the foregoing, to the extent such parties are identified as indemnified parties in the Lead Servicing Agreement in respect of
other mortgage loans) and (ii) the Lead Securitization Trust (such parties in clause (i) and the Lead Securitization Trust, collectively,
the “Indemnified Parties”) against any claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments and any other costs, liabilities, fees and expenses incurred in connection with the servicing and administration of the Mortgage
Loan and the Mortgaged Property (or, with respect to the Operating Advisor, incurred in connection with the provision of services for
the Mortgage Loan) under the Lead 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 Collection Account or Companion Distribution
Account that are allocated to the related Non-Lead Securitization Note are insufficient for reimbursement of such amounts, the related
Non-Lead Securitization Note Holder shall be required to, promptly following notice from the Master Servicer, the Special Servicer or
the Trustee, reimburse each of the applicable Indemnified Parties for its pro rata share of the insufficiency, (including, if a
Non-Lead Securitization Note has been included in a Securitization, from general collections or any other amounts from such Non-Lead Securitization
Trust).


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 Servicing Agreement, the Lead Servicing Agreement and this Agreement. The Master




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Servicer, the Special Servicer and the Trustee,
as applicable, shall be entitled to make their own recoverability determination with respect to a P&I Advance to be made on the Lead
Securitization Note based on the information that they have on hand and in accordance with the Lead Servicing Agreement. Any Non-Lead
Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee, 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 applicable Non-Lead 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 Non-Lead Trustee, as applicable (with respect
to a Non-Lead Securitization Note), determines that a proposed P&I Advance, if made, would be non-recoverable or an outstanding P&I
Advance is or would be non-recoverable, or if the Master Servicer, the Special Servicer or the Trustee, as applicable, subsequently determines
that a proposed Servicing Advance would be non-recoverable or an outstanding Servicing Advance is or would be non-recoverable, then the
Master Servicer or the Trustee (as provided in the Lead 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 Servicing Agreement, in the case of the a determination of non-recoverability by a Non-Lead Master Servicer, Non-Lead Special
Servicer or Non-Lead Trustee) shall notify the Master Servicer and the Trustee, or the related Non-Lead Master Servicer and Non-Lead Trustee,
as the case may be, of such other Securitization within two business days of making such determination. Each of the Master Servicer, the
Trustee, any Non-Lead Master Servicer and any Non-Lead Trustee, as applicable, shall only be entitled to reimbursement for a P&I Advance
and advance interest thereon that becomes non-recoverable, first from the Collection Account or Companion Distribution 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 Servicing
Agreement and (ii) in the case of a Non-Lead Securitization Note, from general collections of the related Securitization Trust, as and
to the extent provided in the related Non-Lead Servicing Agreement.


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


(i)           
each Non-Lead Securitization Note Holder shall be responsible for its pro rata share of any 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 and the Mortgaged Property, including without limitation, any unpaid special servicing fees, liquidation fees and workout fees relating
to the Notes, and that in the event that the funds received with respect to each respective Note are insufficient to cover such Servicing
Advances or additional trust fund expenses, (A) the related Non-Lead Master Servicer will be required to, promptly following notice
from the Master Servicer or the Special Servicer, pay or reimburse the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee, or the Lead Securitization Trust, as applicable, out of general




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funds in the collection account (or equivalent
account) established under such Non-Lead Servicing Agreement for the 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 (B) if the Lead Servicing Agreement permits the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee to reimburse itself from the Lead Securitization Trust’s general account, then the Master Servicer,
the Special Servicer, the Certificate Administrator, 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, the Special Servicer or the Trustee, reimburse
the Lead Securitization Trust out of general funds in the collection account (or equivalent account) established under such Non-Lead Servicing
Agreement for the applicable 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 the Lead
Servicing Agreement and, in the case of the Lead Securitization Trust, to the extent of any additional trust fund expenses with respect
to the Mortgage Loan) by any Non-Lead Securitization Trust, against any of the Indemnified Items to the extent of its pro rata
share of such Indemnified Items, and to the extent amounts on deposit in the Collection Account or Companion Distribution Account that
are allocated to a Non-Lead Securitization Note are insufficient for reimbursement of such amounts, the related Non-Lead Master Servicer
will be required to reimburse each of the applicable Indemnified Parties for its pro rata share of the insufficiency out of general
funds in the collection account (or equivalent account) established under such Non-Lead Servicing Agreement; provided, however,
that the Non-Lead Servicing Agreements 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)           
each Non-Lead Master Servicer, the Non-Lead Trustee or the certificate administrator under the Non-Lead Servicing Agreement will
be required to deliver to the Trustee, the Certificate Administrator, the Special Servicer, the Master Servicer, the Operating Advisor
and the Asset Representations Reviewer (i) promptly following Securitization of the related Non-Lead Securitization Note, notice of the
deposit of the Non-Lead Securitization Note into a Securitization Trust (which notice shall also provide contact information for the trustee,
the certificate administrator, the Non-Lead Master Servicer, the Non-Lead Special Servicer and the party designated to exercise the rights
of the “Non-Controlling Note Holder” under this Agreement, including the Controlling Class Representative under the Non-Lead
Servicing Agreement), accompanied by a certified copy of the executed Non-Lead Servicing Agreement and (ii) notice of any subsequent




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change in the identity of the Non-Lead
Master Servicer or the party designated to exercise the rights of the “Non-Controlling Note Holder” 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 Servicing Agreement shall also require delivery of a Rating Agency Confirmation under any Non-Lead Servicing Agreement;


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


(vi)           
in the event of a proposed replacement of the Special Servicer, each Non-Lead Trustee shall use commercially reasonable efforts
to prepare and file on behalf of the related Non-Lead Securitization Trust a Form 8-K relating to such replacement that complies with
the Exchange Act on the same day that a Form 8-K relating to such replacement is filed on behalf of the Lead Securitization; provided
that the Non-Lead Depositors and a responsible officer of each Non-Lead Trustee has received notice of such proposed replacement (including
any disclosure or other information required to be included in such Form 8-K as well as the requirement and timing for filing such Form
8-K) at least five Business Days prior to such filing date. The Lead Securitization Note Holder (including, as the context requires, the
Depositor, Master Servicer, Special Servicer, Trustee or controlling class representative (or analogous term) relating to the related
Lead Securitization Trust, on behalf of such Lead Securitization Note Holder) shall be a third-party beneficiary of the foregoing provision.


(e)              
The Lead Securitization Note Holder agrees that it shall cause the Lead Servicing Agreement to contain provisions to the effect
that (and to the extent such provisions are not included in the Lead Servicing Agreement, they shall be deemed incorporated therein and
made a part thereof):


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


(ii)              
 the Master Servicer shall remit all payments received with respect to any Non-Lead Securitization Note, net of the servicing fees
payable to the Master Servicer and Special Servicer with respect to such Non-Lead Securitization Note, and any other applicable fees and
reimbursements payable to the Master Servicer, the Special Servicer and the Trustee, to the Non-Lead Securitization Note Holder on or
prior to the earlier of (A) the Master Servicer Remittance Date or (B) the business day following the “determination date”
(or other analogous term) under the applicable Non-Lead Servicing Agreement, provided, that, in each case as long as the date on
which remittance is required under this clause (ii) is at least one business day after the scheduled monthly payment date under the Mortgage
Loan Agreement, provided, that after the Securitization of the Lead




    21 


     


    

Securitization Note, any late collections
received by the Master Servicer after the related due date under the Mortgage Loan shall be remitted by the Master Servicer in accordance
with the Lead Servicing Agreement;


(iii)           
with respect to any Non-Lead Securitization Note, if it is held by a Securitization, the Master Servicer agrees to deliver or cause
to be delivered to any Non-Lead Master Servicer all reports required to be delivered by the Master Servicer to the Trustee or Certificate
Administrator under the Lead Servicing Agreement (which shall include all loan-level reports constituting the CREFC® Investor
Reporting Package (IRP)) pursuant to the terms of the Lead Servicing Agreement to the extent related to the Mortgage Loan, the Mortgaged
Property, the Non-Lead Securitization Note, the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee on
or prior to the earlier of (A) the Master Servicer Remittance Date or (B) the business day following the “determination date”
(or other analogous term) under the applicable Non-Lead Servicing Agreement, in each case so long as the date on which delivery is required
under this clause (iii) is at least one business day after the scheduled monthly payment date under the Mortgage Loan Agreement;


(iv)               
in connection with (x) any amendment of the Lead Servicing Agreement, a party to such Lead Servicing Agreement shall provide a
copy of the executed amendment to any Non-Lead Depositor and the certificate administrator under any Non-Lead Servicing Agreement (which
may be by email) in order for such Non-Lead Securitization Note Holder and the Non-Lead Depositor to timely comply with their obligations
under the Exchange Act, and (y) the termination, resignation and/or replacement of the Master Servicer or the Special Servicer, the related
replacement Master Servicer or Special Servicer, as applicable, shall provide all disclosure about itself that is required to be included
in Form 8-K no later than the date of effectiveness thereof;


(v)              
the Non-Lead Securitization Note Holder shall be a third-party beneficiary to the Lead Servicing Agreement in respect of the rights
afforded it thereunder to the extent such rights affect the Non-Lead Securitization Note or the Non-Lead Securitization Note Holder;


(vi)               
the Lead Servicing Agreement 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;


(vii)              
Servicer Termination Events include customary market termination events with respect to failure to make advances, failure to remit
payments to any Non-Lead Securitization Note Holder as required, failure to deliver (or cause to be delivered) materials or notices required
in order for any Non-Lead Securitization Note Holder and Non-Lead Depositor to timely comply with their obligations under the Exchange
Act, and Rating Agency triggers with respect to the securities issued pursuant to any Non-Lead Securitization, subject to customary grace
periods (provided, in the case of failures related to the Exchange Act, such grace periods do not materially and adversely affect the
Non-Lead Depositor);




    22 


     


    

(viii)               
 if the Mortgage Loan becomes the subject of an “asset review” (or such analogous term defined in the Non-Lead Servicing
Agreement) pursuant to any Non-Lead Servicing Agreement, the applicable parties to the Lead Servicing Agreement shall reasonably cooperate
with the applicable Non-Lead Asset Representations Reviewer in connection with such asset review (or a substantially similar provision),
including with respect to providing access to related underlying documents, to the extent the Non-Lead Asset Representations Reviewer
has not obtained such documents from the Note Holder that sold the Non-Lead Securitization Note into the Non-Lead Securitization and such
documents are in the possession of the applicable party to the Lead Servicing Agreement;


(ix)               
each party to the Lead Servicing Agreement shall deliver (and shall cause any sub-servicer or any servicing function participant
engaged by such party to deliver (or, in the case of a sub-servicer that the related mortgage loan seller requires the Master Servicer
to engage, a party to the Lead Servicing Agreement shall use commercially reasonable efforts to cause each party engaged by a party to
the Lead Servicing Agreement to deliver)) (x) all materials and notices required in order for any Non-Lead Securitization Note Holder
and the Non-Lead Depositor to comply with (1) their obligations under the Exchange Act (including any required 10-D, 8-K and 10-K reporting)
and (2) any applicable comment letter from the Securities and Exchange Commission or their obligations in connection with a “deficient
Exchange Act deliverable” (or such analogous term defined in the Non-Lead Servicing Agreement) and (y) with respect to the “Sarbanes-Oxley
certification” (or such analogous term defined in the Non-Lead Servicing Agreement) concerning the Non-Lead Securitization Trust
to be submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002, the applicable certification to
each Person who signs such “Sarbanes-Oxley certification” concerning the Non-Lead Securitization Trust;


(x)              
each Non-Lead Securitization Trust (or the applicable parties to the Non-Lead Servicing Agreement) shall be entitled to indemnification
pursuant to industry standard indemnification provisions customary for securitizations similar to the Non-Lead Securitization for the
failure of the applicable parties to the Lead Servicing Agreement to timely deliver (or cause to be timely delivered) the materials or
information required pursuant to clause (ix) above; and


(xi)               
subject to various adjustments and caps provided for in the Lead Servicing Agreement (which shall be substantially similar to those
set forth in the Non-Lead Servicing Agreement), primary servicing, special servicing, workout and liquidation fees (and, in any event,
the fees at which such compensation accrue or are determined shall not exceed 0.0025%, 0.25%, 1.0% and 1.0%, respectively).


(f)               
Each Non-Lead Securitization Note Holder shall give each of the parties to the Lead Servicing Agreement (that will not also be
a party to the Non-Lead Servicing Agreement) notice of the Non-Lead Securitization in writing (which may be by e-mail) on the applicable
Non-Lead Securitization Date or within a timely manner following the applicable Non-Lead Securitization Date. Such notice shall contain
contact information for each of the parties to the Non-Lead Servicing Agreement. In addition, after the Non-Lead Securitization Date,
the Non-




    23 


     


    

Lead Securitization Note Holder shall send
a copy of the Non-Lead Servicing Agreement to each of the parties to the Lead Servicing Agreement.


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


Section 3.               
Priority of Payments. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference
over any portion of any other Note or security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for
payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged 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 Servicing Agreement and (y) all amounts that are then due, payable or reimbursable
(except for (i) any reimbursements of P&I Advances (and interest thereon) made with respect to the Notes, which may only be reimbursed
out of payments and collections allocable to such Note, (ii) any servicing fees due to the Master Servicer in excess of any Non-Lead Securitization
Note’s pro rata share of that portion of such servicing fees calculated at the servicing fee rate applicable to the Mortgage
Loan as set forth in the Lead Servicing Agreement) to any Servicer (or the Trustee as successor to the Servicer), with respect to the
Mortgage Loan pursuant to the Lead Servicing Agreement (including without limitation, any additional trust fund expenses relating to the
Mortgage Loan and any special servicing fees, liquidation fees, workout fees, Penalty Charges (to the extent provided in the immediately
following paragraph), amounts paid by the Mortgage Loan Borrower in respect of modification fees or assumption fees and any other additional
compensation payable pursuant to the Lead 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,
Penalty Charges (as defined in the Lead Servicing Agreement) paid on each Note shall first, be used to reduce, on a pro rata
basis, the amounts payable on each Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any
interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Servicing
Agreement; second, be used to reduce the respective amounts payable on each Note by the amount necessary to pay the Master Servicer,
Trustee, Non-Lead Master Servicer or Non-Lead Trustee 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 Servicing Agreement or a Non-Lead 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 Servicing Agreement)




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and finally, (i) in the case of the
remaining amount of Penalty 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 Servicing Agreement, and (ii) in the case of the remaining amount of Penalty
Charges allocable to the Non-Lead Securitization Note, be paid, (x) prior to the securitization of such Note, to the applicable Non-Lead
Securitization Note Holder and (y) following the securitization of such Note, to the Master Servicer and/or the Special Servicer as additional
servicing compensation as provided in the Lead Servicing Agreement.


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


Section 5.               
Administration of the Mortgage Loan.


(a)              
Subject to this Agreement (including but not limited to Section 5(c)) and the Lead 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 Servicing Agreement,
each Non-Lead Securitization Note Holder agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys
to the Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization
Note Holder) the rights, if any, that such Note Holder has to, (i) call or cause the Lead Securitization Note Holder to call an Event
of Default under the Mortgage Loan, or (ii) exercise any remedies with respect to the Mortgage Loan or the Mortgage Loan Borrower,
including, without limitation, filing or causing the Lead Securitization Note Holder to file any bankruptcy petition against the Mortgage
Loan Borrower. The Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on 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). Upon the Mortgage Loan becoming




    25 


     


    

a Defaulted Mortgage Loan, each Non-Lead
Securitization 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) to sell the Notes as notes evidencing one whole loan in accordance with the terms
of the Lead Servicing Agreement.


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 if it becomes a Defaulted Mortgage Loan without the written consent of each Non-Controlling Note Holder (provided
that such consent is not required if the Non-Controlling Note Holder is the Mortgage Loan Borrower or an affiliate of the Mortgage Loan
Borrower) unless the Special Servicer has delivered to the Non-Controlling Note Holders: (a) at least 15 Business Days’ prior written
notice of any decision to attempt to sell the Mortgage Loan; (b) at least 10 days prior to the proposed sale date, a copy of each bid
package (together with any material amendments to such bid packages) received by the Special Servicer in connection with any such proposed
sale, (c) at least 10 days prior to the proposed sale date, a copy of the most recent appraisal for the Mortgage Loan, and any documents
in the Servicing File reasonably requested by the Non-Controlling Note Holder that are material to the price of the Mortgage Loan and
(d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to the other offerors and the Lead
Securitization Subordinate Class Representative) 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 Servicer in connection with the proposed sale; provided, that
such Non-Controlling Note Holder may waive any of the delivery or timing requirements set forth in this sentence. Subject to the terms
of the Lead Servicing Agreement, each of the Controlling Note Holder, the Controlling Note Holder Representative, the Non-Controlling
Note Holder and the Non-Controlling Note Holder Representative shall be permitted to bid at any sale of the Mortgage Loan unless such
Person is the Mortgage Loan Borrower or an agent or Affiliate of the Mortgage Loan Borrower.


Each Non-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 Non-Lead Securitization Note Holder further agrees that, upon the request of the Lead Securitization Note Holder,
such Non-Lead Securitization Note Holder shall execute and deliver to or at the direction of the 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 the original Non-Lead Securitization 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 a 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 Note Holder that sold the Lead Securitization
Note into the Lead Securitization from the trust fund established under the Lead Servicing Agreement in connection with a material breach
of representation or warranty made by such Note Holder with




    26 


     


    

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


(b)              
The administration of the Mortgage Loan shall be governed by this Agreement and the Lead Servicing Agreement. To the extent that
any provision in this Agreement conflicts with any provision in the Lead Servicing Agreement, the provisions in this Agreement shall
control. 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 Servicing Agreement), by the Special Servicer, in each case pursuant to
the Lead Servicing Agreement. Notwithstanding anything to the contrary contained herein, in accordance with the Lead 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 both Note Holders as a collective whole. The Note Holders
agree to be bound by the terms of the Lead 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 and/or the Trustee on behalf of
the Lead Securitization Note Holder. The Lead Servicing Agreement shall not be amended in any manner that may adversely affect any Non-Lead
Securitization Note Holder in its capacity as Non-Lead Securitization Note Holder. 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 Servicing Agreement
with respect to their rights as specifically provided for therein.


(c)              
The Controlling Note Holder (or its Controlling Note Holder Representative) shall have, with respect to the Mortgage Loan, all
of the same rights and powers of the Controlling Class Representative under the Lead Servicing Agreement with respect to the other mortgage
loans included in the Lead Securitization, without limitation, the right to consent and/or consult regarding Major Decisions and other
servicing matters, the right to advise (1) the Special Servicer with respect to all Specially Serviced Loans and (2) the Special Servicer
with respect to non-Specially Serviced Loans as to all matters for which the Master Servicer must obtain the consent or deemed consent
of the Special Servicer, and the right to direct the Special Servicer to take, or to refrain from taking, such other actions with respect
to the Mortgage Loan as the Controlling Class Representative may deem advisable or as to which provision is otherwise made therein, in
each case subject to the terms and conditions of the Lead Servicing Agreement.


(d)              
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
Subordinate Class Representative pursuant to the Lead 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 the Non-Controlling Note Holder (or




    27 


     


    

the master servicer of Non-Lead Securitization
on its behalf), within the same time frame it is required to provide to the Lead Securitization Subordinate Class Representative (for
this purpose, without regard to whether such items are actually required to be provided to the Lead Securitization Subordinate Class Representative
under the Lead Servicing Agreement due to the existence of a Control Termination Event or a Consultation Termination Event) and (ii) to
consult with the Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) on a strictly non-binding basis, to the
extent having received such notices, information and reports, such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative)
requests consultation with respect to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status
Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Controlling Note Holder (or its Non-Controlling
Note Holder Representative); provided that after the expiration of a period of ten-Business Days from the delivery to such Non-Controlling
Note Holder (or the master servicer of Non-Controlling Note Securitization on its behalf) by the Lead Securitization Note Holder of written
notice of a proposed action, together with copies of the notice, information and report required to be provided to the Lead Securitization
Subordinate Class Representative, 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-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-Business Day period shall
be deemed to begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the consultation
rights of the Non-Controlling Note Holders (or the Non-Controlling Note Holder Representative) set forth in the immediately preceding
sentence, the Lead Securitization Note Holder (or Master Servicer or Special Servicer, acting on its behalf) may make any Major Decision
or take any action set forth in the Asset Status Report before the expiration of the aforementioned ten-Business Day period if the Lead
Securitization Note Holder (or Master Servicer or Special Servicer, as applicable) determines that immediate action with respect thereto
is necessary to protect the interests of the Note Holders. In no event shall the Lead Securitization Note Holder (or Master Servicer or
Special Servicer, acting on its behalf) be obligated at any time to follow or take any alternative actions recommended by any Non-Controlling
Note Holder (or the Non-Controlling Note Holder Representative).


In addition to the consultation
rights of the Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) provided in the immediately preceding paragraph,
the Non-Controlling Note Holder shall have the right to attend annual meetings (either telephonically or in person, in the discretion
of the Servicer) with the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) at the
offices of the Master Servicer or the Special Servicer, as applicable, 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; provided
that the Non-Controlling Note Holder, at the request of the Master Servicer or the Special Servicer, as applicable, shall execute a confidentiality
agreement in form and substance satisfactory to it, the Master Servicer or the Special Servicer, as applicable, and the Lead Securitization
Note Holder.




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(e)              
 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 Servicing Agreement relating to the administration
of the Mortgage Loan.


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


Section 6.               
Appointment of Controlling Note Holder Representative and Non-Controlling Note Holder Representative.


(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 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




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to be taken by the Controlling Note Holder
under this Agreement may be taken by the Controlling Note Holder Representative acting on behalf of the Controlling Note Holder. No Servicer,
Operating Advisor, Trustee or Certificate Administrator acting on behalf of the Lead Securitization Note Holder shall be required to recognize
any Person as a Controlling Note Holder Representative until the Controlling Note Holder has notified each Servicer, Operating Advisor,
Trustee and Certificate Administrator of such appointment and, if the Controlling Note Holder Representative is not the same Person as
the Controlling Note Holder, the Controlling Note Holder Representative provides each Servicer, Operating Advisor, Trustee, Asset Representations
Reviewer and Certificate Administrator with written confirmation of its acceptance of such appointment, an address and contact information
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 contact information). The Controlling Note Holder shall promptly
deliver such information to each Servicer, Operating Advisor, Asset Representations Reviewer, Trustee and Certificate Administrator. So
long as no Consultation Termination Event is in effect pursuant to the terms of the Lead Servicing Agreement, the Controlling Note Holder
Representative shall be the Lead Securitization Subordinate Class Representative.


(b)              
Neither the Controlling Note Holder Representative nor the Controlling Note Holder shall 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 Servicing Agreement, or errors in judgment, absent any loss, liability or expense
incurred by reason of its willful misfeasance, bad faith or gross negligence. The Note Holders agree that the Controlling Note Holder
Representative and the Controlling Note Holder (whether acting in place of the Controlling Note Holder Representative when no Controlling
Note Holder Representative shall have been appointed hereunder or otherwise exercising any right, power or privilege granted to the Controlling
Note Holder hereunder) may take or refrain from taking actions, or give or refrain from giving consents, that favor the interests of one
Note Holder over any other Note Holder, and that the Controlling Note Holder Representative may have special relationships and interests
that conflict with the interests of a Note Holder and, absent willful misfeasance, bad faith or gross negligence on the part of the Controlling
Note Holder Representative or the Controlling Note Holder, as the case may be, agree to take no action against the Controlling Note Holder
Representative, the Controlling Note Holder or any of their respective officers, directors, employees, principals or agents as a result
of such special relationships or interests, and that neither the Controlling Note Holder Representative nor the Controlling Note Holder
shall 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.


(c)              
The 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 (the “Non-Controlling Note Holder Representative”). All
of the provisions relating to Controlling Note Holder and the Controlling Note Holder Representative set forth in Section 6(a)
(except those contained in the last sentence thereof) and Section 6(b) shall apply to the Non-Controlling Note Holder and the Non-Controlling
Note Holder Representative mutatis




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mutandis. The Non-Controlling Note Holder
Representative, as of the date of this Agreement and until the Lead Securitization Note Holder (and the Master Servicer and the Special
Servicer) is notified otherwise, shall be the Initial Note A-2 Holder.


(d)              
The Controlling Note Holder shall be entitled to exercise the rights and powers granted to the Lead Securitization Note hereunder
and the rights and powers granted to the “Controlling Class Representative” or similar party under, and as defined
in, the Lead Servicing Agreement with respect to the Mortgage Loan. In addition, subject to the terms of the Lead Servicing Agreement,
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 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 shall the Special Servicer itself be permitted to implement any Major Decision as to which the Controlling Note Holder has objected
in writing within ten-Business Days (or 30 days with respect to an Acceptable Insurance Default if so provided for in the Lead Servicing
Agreement) after receipt of the written recommendation and analysis and such additional information requested by the Controlling Note
Holder as may be necessary in the reasonable judgment of the Controlling Note Holder in order to make a judgment with respect to such
Major Decision. The Controlling Note Holder may also direct the Special Servicer to take, or to refrain from taking, such other actions
with respect to the Mortgage Loan as the Controlling Note Holder may deem advisable.


If the Controlling Note Holder
fails to notify the Special Servicer of its approval or disapproval of any proposed Major Decision within ten-Business Days (or 30 days
with respect to an Acceptable Insurance Default if so provided in the Lead Servicing Agreement) after delivery to the Controlling Note
Holder by the applicable Servicer of written notice of a proposed Major Decision 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-Business Day (or 30 days with respect to an Acceptable Insurance Default if so provided in the Lead Servicing Agreement) 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 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 Servicing Agreement, this Agreement, the REMIC provisions of the Code or the
Master Servicer or Special Servicer’s obligation to act in accordance




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with the Servicing Standard or materially expand
the scope of responsibilities of any of the Master Servicer or Special Servicer, as applicable.


The Controlling Note Holder
shall have no liability to any other Note Holder 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 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 any other Note Holder, and that the Controlling Note Holder may have special relationships
and interests that conflict with the interests of another Note Holder and, absent willful misconduct, 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 misconduct or to have recklessly
disregarded any exercise of its rights by reason of its having acted or refrained from acting, or having given any consent or having failed
to give any consent, solely in the interests of any Note Holder.


Section 7.               
Appointment of Special Servicer. Subject to the terms of the Lead Servicing Agreement, 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 Servicing
Agreement a written notice stating such designation and satisfying the Required Special Servicer Rating and the other conditions to such
replacement as set forth in the Lead Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required by
the terms of the Lead 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 Servicing Agreement, then the initial Special Servicer designated in the Lead 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 a 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 Servicing Agreement (or at any time that the Mortgage Loan is no longer subject
to the provisions of the Lead Servicing Agreement, the successor servicing agreement pursuant to which the Mortgage Loan is being serviced)
solely with respect to the Mortgage Loan pursuant to and in accordance with the terms of the Lead Servicing Agreement (or at any time
that the Mortgage Loan is no longer subject to the provisions of the Lead Servicing Agreement, the successor




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servicing agreement pursuant to which the Mortgage
Loan is being serviced). The Controlling Note Holder and the Non-Controlling Note Holder acknowledge and agree 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 the 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 Collection
Account or Companion Distribution 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 Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Account
or Companion Distribution Account pursuant to and in accordance with the Lead Servicing Agreement. The Lead Securitization Note Holder
(or the Master Servicer acting on its behalf) shall deposit such amounts to the applicable account within one Business Day after receipt
of properly identified funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of
the Mortgage Loan Borrower; provided, however, that to the extent any such amounts are received after 2:00 p.m. Eastern
Time on any given Business Day, the Master Servicer shall use commercially reasonable efforts to deposit such amounts into the applicable
account within one Business Day of receipt of such properly identified and available funds but, in any event, the Master Servicer shall
deposit such amounts in the applicable account within two Business Days of receipt of such properly identified and available funds.


(b)              
If the Lead Securitization Note Holder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders,
at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance,
preference or similar law, be returned to the Mortgage Loan Borrower or paid to the Lead Securitization Note Holder, a Non-Lead Securitization
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 Non-Lead Securitization Note Holders and each Non-Lead Securitization
Note Holder shall 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 (or the Servicer on its behalf) makes any payment to a Non-Lead Securitization
Note Holder before the Lead Securitization Note Holder (or the Servicer on its behalf) has received the corresponding payment (it being
understood that the Lead Securitization Note Holder (or the Servicer on its behalf) is under no obligation to do so), and the Lead Securitization
Note Holder (or the Servicer on its behalf) does not receive the corresponding payment within five Business Days of its payment to




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such Non-Lead Securitization Note Holder,
such Non-Lead Securitization Note Holder shall, at the Lead Securitization Note Holder’s request, promptly return that payment to
the Lead Securitization Note Holder.


(d)              
Each Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage
Loan in excess of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this
Agreement and the Lead Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder
from any 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. Subject to the terms of the Lead Servicing Agreement governing servicer liability,
no Note Holder shall have any liability to any other Note Holder with respect to its Note except with respect to losses actually suffered
due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder.


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 Servicing Agreement in a manner that
may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any
Servicer and the Trustee) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization
Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described
above; provided, however, that the Servicer must act in accordance with the Servicing Standard and the express terms of
this Agreement and the Lead Servicing Agreement.


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 a Non-Lead
Securitization Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice
or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other
Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization
Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights
and taking any and all actions available to any Non-Lead




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


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


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


Section 13.           
Other Business Activities of the Note Holders. Each Note Holder acknowledges that each other Note Holder or its Affiliates
may make loans or otherwise extend




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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 shall not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber
or otherwise dispose (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other similar agreement,
excluding a repo financing or a Pledge in accordance with Section 14(d) hereof) of a 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 to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with
this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement
referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity
that is not a Qualified Institutional Lender, it must first obtain (1) prior to a Securitization, the consent of the non-transferring
Note Holder or (2) after a Securitization of such non-transferring Note Holder’s Note, Rating Agency Confirmation. Notwithstanding
the foregoing, without the non-transferring Note Holder’s prior consent (which shall not be unreasonably withheld), and, if such
non-transferring Note Holder’s Note is held in a Securitization Trust, without Rating Agency Confirmation, 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 shall pay the expenses of the 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
its Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all Notes together in accordance
with the terms and conditions of the Lead Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms
and conditions of the Lead Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted
Mortgage 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




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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 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 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 the Note Pledgee written notice of any default by the pledging Note Holder in respect of its obligations under this Agreement of
which default such Note Holder has actual knowledge; (ii) to allow such Note Pledgee a period of ten 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




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


(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




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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 is so registered shall be
deemed and treated as the sole owner and holder thereof for all purposes of this Agreement, except in the case of the Initial Note Holders,
who may hold their Notes through a nominee. Upon request of a Note Holder (including a Servicer on its behalf), 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 SECTIONS 5-1401 AND 5-1402 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.


 



    39 


     


    




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


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


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


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


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


Section 18.           
Modifications. This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by
each Note Holder. Additionally, for as long as any Note is contained in a Securitization Trust, the Note Holders shall not amend or modify
this Agreement without first receiving a Rating Agency Confirmation from each Rating Agency then rating securities backed by a Note; provided
that no such Rating Agency Confirmation shall be required in connection with a modification or amendment (i) to cure any ambiguity, (ii)
to correct or supplement any provisions herein that may be defective or inconsistent with any other provisions of this Agreement, the
Lead Servicing Agreement or the final disclosure documents relating to the Lead Securitization, or (iii) entered into pursuant to Section
31 of this Agreement.


Section 19.           
Successors and Assigns; Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns. Except as provided herein, including without limitation, with respect to the
Trustee, Certificate Administrator, Master Servicer, Special Servicer, Operating Advisor, Non-Lead Master Servicers, Non-Lead Special
Servicers or Non-Lead Trustees, 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.



    40 


     


    




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 electronic transmission shall be effective as delivery of a manually executed original counterpart of this Agreement.


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


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


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


Section 24.           
Withholding Taxes. (a)(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 such Non-Lead Securitization Note Holder’s interest in such
payment (all withheld amounts being deemed paid to such Note Holder), provided that the Lead Securitization Note Holder shall furnish
such Non-Lead Securitization Note Holder with a statement setting forth the amount of Taxes withheld, the applicable rate and other information
which may reasonably be requested for purposes of assisting such Non-Lead Securitization Note Holder to seek any allowable credits or
deductions for the Taxes so withheld in each jurisdiction in which such Non-Lead Securitization Note Holder is subject to tax.


(b)              
Each Non-Lead Securitization Note Holder shall indemnify 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) each Non-Lead Securitization Note Holder, upon




    41 


     


    

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


Section 25.           
Custody of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than the Non-Lead Securitization
Note) (a) prior to the Lead Securitization shall be held by the Initial Agent and (b) after the Lead Securitization, shall be held by
the Lead Securitization Note Holder (in the name of the Trustee and held by a duly appointed custodian therefor in accordance with the
Lead Servicing Agreement), in each case, on behalf of the registered holders of the Notes. On or after the Non-Lead Securitization Date,
the applicable Non-Lead Securitization Note shall be held in the name of the related Non-Lead Trustee (and held by a duly appointed custodian
therefor) on behalf of the related Non-Lead Securitization Note Holder.


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 Lead




    42 


     


    

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 which may be reasonably required in the marketplace
or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications
to this Agreement or the Mortgage Loan Documents and to cooperate with the 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, no Non-Lead Securitization Note Holder shall be required to modify or amend
this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification
or amendment would (i) change the interest allocable to, or the amount of any payments due to or priority of such payments to, such
Non-Lead Securitization Note Holder or (ii) materially increase such Non-Lead Securitization Note Holder’s obligations or materially
decrease such Non-Lead Securitization Note Holder’s rights, remedies or protections. In connection with the Lead Securitization,
each Non-Lead Securitization Note Holder agrees to provide for inclusion in any disclosure document relating to the Lead Securitization
such information concerning such Non-Lead Securitization Note Holder and the related Non-Lead Securitization Note as the Lead Securitization
Note Holder reasonably determines to be necessary or appropriate, and each Non-Lead Securitization Note Holder covenants and agrees that
it 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 each Non-Lead Securitization
Note Holder and the related Non-Lead Securitization Note in any Securitization document. Each Non-Lead Securitization 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, each Non-Lead Securitization Note Holder. The Lead Securitization Note Holder shall 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 such Non-Lead Securitization Note Holder’s preparation of disclosure materials in connection with a Securitization.


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






    43 


     


    

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


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 Securities Act of 1933, as amended, 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.           
Termination and Resignation of Agent.




    44 


     


    

(a)              
 The Agent may be terminated at any time upon ten days’ prior written notice from the Lead Securitization Note Holder. In
the event that the Agent is terminated pursuant to this Section 30, all of its rights and obligations under this Agreement shall
be terminated, other than any rights or obligations that accrued prior to the date of such termination.


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


Section 31.           
Resizing. Notwithstanding any other provision of this Agreement, for so long as Starwood or an affiliate thereof (a “Starwood
Entity”) is the owner of a Note or a portion thereof that has not been sold pursuant to a Securitization (such Note or portion
thereof, the “Owned Note”), such Starwood Entity shall have the right, subject to the terms of the Mortgage Loan Documents,
to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in either case, “New Notes”)
reallocating the principal of the Owned Note to such New Notes; or severing the Owned Note into one or more further “component”
notes in the aggregate principal amount equal to the then outstanding principal balance of the Owned Note, provided that:


(i)        the
aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of the Owned
Note prior to such amendments,


(ii)        all
Notes continue to have the same weighted average interest rate as the Notes prior to such amendments,


(iii)        all
Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the
terms of this Agreement,


(iv)        the
Starwood 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.


Any New Notes created pursuant
to this Section 31 shall automatically be subject to the terms of this Agreement. If the Lead Securitization Note Holder so requests,
the Starwood




    45 


     


    

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 Servicing Agreement (as discussed in Section 5),
no Note may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with
the foregoing (provided the conditions set forth in clauses (i) through (v) above are satisfied, with respect to clauses
(i) through (iv), as certified by the Starwood Entity, on which certification the Master Servicer can rely), the Master
Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or
all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal. If more than one New Note
is created hereunder, for purposes of exercising the rights of the Non-Controlling Note Holder hereunder, the “Non-Controlling Note
Holder” of such New Notes shall be as provided in the definition of such term in this Agreement.


Section 32.           
Statement of Intent. 


The Agent and each Noteholder
intend that the Notes be classified and maintained as a grantor trust under subpart E, part I of subchapter J of chapter 1 of the Code
that is a fixed investSection 33.


Section 34.


Section 35.


Section 36.


Section 37.ment trust within
the meaning of Treasury Regulation §301.7701-4(c), and the parties shall not take any action inconsistent with such classification.
It is neither the purpose nor the intent of this Agreement to create a partnership, joint venture, “taxable mortgage pool”
or association taxable as a corporation among the parties. 


[SIGNATURE PAGE FOLLOWS]




    46 


     


    

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


 





 


	 	STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company, as Initial Note A-1 Holder
	 	 
	 	 
	 	 By:  	/s/  Grace Y. Chiang
	 	 	Name:  	Grace Y. Chiang
	 	 	Title: 	Senior Vice President
	 	 	 	 


 



 





 


	 	STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company, as Initial Note A-2 Holder
	 	 
	 	 
	 	 By:  	/s/  Grace Y. Chiang
	 	 	Name:  	Grace Y. Chiang
	 	 	Title: 	Senior Vice President
	 	 	 	 


 



    Co-Lender Agreement – Visions Hotel Portfolio III


     


    

EXHIBIT A




MORTGAGE LOAN SCHEDULE





Description of Mortgage Loan


	Mortgage Loan Borrower:	LAFAYETTE HOTEL ASSOCIATES DEL LLC

NEW HARTFORD LODGING GROUP LLC

POUGHKEEPSIE FISHKILL LODGING ASSOCIATES LLC

HARBOR POINT LODGING ASSOCIATES LLC

CORTLAND HOTEL GROUP LLC
	Date of Mortgage Loan: 	March 4, 2022
	Date of Notes: 	March 4, 2022
	Original Principal Amount of Mortgage Loan:	$44,100,000
	Principal Amount of Mortgage Loan as of the date hereof:	$44,100,000
	Initial Note A-1 Principal Balance:	$28,100,000
	Initial Note A-2 Principal Balance:	$16,000,000
	Location of Mortgaged Property:	119-125 N. Genesee Street, Utica, New York

14 Schuyler Boulevard, Fishkill, New York

3707 Route 281, Cortlandville, NY

102 Lafayette Street, Utica, New York

4760 Middle Settlement Road, New Hartford, New York
	Initial Maturity Date:	March 6, 2032


 


 




    A-1 


     


    

EXHIBIT B


1.       Initial Note A-1
Holder:


(Prior to Securitization of Note A-1):


STARWOOD MORTGAGE CAPITAL LLC



Notice Address:

Starwood Mortgage Capital LLC

2340 Collins Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Ms. Leslie K. Fairbanks


with a copy to:



Wells Fargo Commercial Mortgage Services, Inc.

Duke Energy Center

550 South Tryon St., 12th Floor

MAC D1086-120

Charlotte, North Carolina 28202

Attention: Asset Manager – Starwood Mortgage Capital








    B-1 


     


    

2.       Initial
Note A-2 Holder:


(Prior to Securitization of Note A-2):


STARWOOD MORTGAGE CAPITAL LLC



Notice Address:

Starwood Mortgage Capital LLC

2340 Collins Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Ms. Leslie K. Fairbanks


with a copy to:



Wells Fargo Commercial Mortgage Services, Inc.

Duke Energy Center

550 South Tryon St., 12th Floor

MAC D1086-120

Charlotte, North Carolina 28202

Attention: Asset Manager – Starwood Mortgage Capital






 




    B-2 


     


    

EXHIBIT C




PERMITTED FUND MANAGERS


 


	1.	Apollo Global Real Estate
	2.	Archon Capital, L.P.
	3.	AREA Property Partners
	4.	BlackRock, Inc.
	5.	The Blackstone Group International Ltd.
	6.	Capital Trust, Inc.
	7.	Clarion Partners
	8.	Colony Capital, Inc.
	9.	DLJ Real Estate Capital Partners
	10.	Fortress Investment Group LLC
	11.	Garrison Investment Group
	12.	Goldman, Sachs & Co.
	13.	iStar Financial Inc.
	14.	J.E. Roberts Companies
	15.	Lend-Lease Real Estate Investments
	16.	LoanCore Capital
	17.	Lonestar Funds
	18.	Praedium Group
	19.	Raith Capital Partners, LLC
	20.	Rialto Capital Management, LLC
	21.	Rockpoint Group
	22.	Starwood Capital/Starwood Financial Trust
	23.	Torchlight Investors
	24.	Walton Street Capital, LLC
	25.	Westbrook Partners
	26.	WestRiver Capital
	27.	Whitehall Street Real Estate Fund, L.P.



 




    C-1