Exhibit 4.20


 





AGREEMENT
BETWEEN NOTEHOLDERS


 


Dated
as of February 4, 2022 by and among


 


BANK
OF MONTREAL

(Initial Note A-1 Holder, Initial A-3 Holder and Initial Note A-5 Holder)


 


STARWOOD
MORTGAGE CAPITAL LLC

(Initial Note A-2 Holder, Initial Note A-4 Holder and Initial A-6 Holder)


 


BANK
OF MONTREAL

(Initial Note B-1 Holder)


 


and


 


STARWOOD
MORTGAGE CAPITAL LLC

(Initial Note B-2 Holder)


 


26
Broadway 


 




     


     


    

 


THIS
AGREEMENT BETWEEN NOTEHOLDERS, dated as of February 4, 2022, by and between BANK OF MONTREAL (together with its successors in
interest and assigns, “BMO”), a New York corporation (in its capacity as initial owner of Note A-1, Note A-3
and Note A-5, the “Initial BMO Note A Holder”, and in its capacity as the initial agent, the “Initial
Agent”), STARWOOD MORTGAGE CAPITAL LLC (together with its successors in interest and assigns, “SMC”),
a national banking association (in its capacity as initial owner of Note A-2 and Note A-4 and Note A-6, the “Initial
SMC Note A Holder” and, together with the Initial BMO Note A Holder, the “Initial Note A Holders”),
BMO (in its capacity as initial owner of Note B-1, the “Initial Note B-1 Holder”), and SMC (in its capacity
as initial owner of Note B-2, the “Initial Note B-2 Holder”, and, together with the Initial Note B-1 Holder,
the “Initial Subordinate Noteholders”, and the Initial Subordinate Noteholders together with the Initial Note
A Holders, the “Initial Noteholders”).


 


W I T N E S S E T H:


 


WHEREAS,
pursuant to the Mortgage Loan Agreement (as defined herein), on February 4, 2022 (the “Origination Date”) BMO
and SMC, as lenders (collectively, the “Original Lender”) co-originated a certain loan in the aggregate principal
amount of $290,000,000 (the “Mortgage Loan”) to the mortgage loan borrower described on the Mortgage Loan Schedule
(as defined herein) (the “Borrower”), which Mortgage Loan was at origination evidenced, inter alia,
by a single promissory note made by the Borrower in favor of the Initial Noteholders;


 


WHEREAS,
BMO, SMC and the Borrower have agreed, pursuant to that certain Note Splitter Agreement, dated as of February 4, 2022, between
such parties, to split the Original Note into eight promissory notes (collectively, the “Replacement Notes”)
and the Mortgage Loan Borrower has executed and delivered: (i) to BMO four (4) promissory notes designated as Note A-1, in the
original principal amount of $22,600,000, Note A-3, in the original principal amount of $20,000,000, Note A-5, in the original
principal amount of $13,900,000 and Note B-1, in the original principal amount of $88,500,000; and (ii) to SMC four (4) promissory
notes designated as Note A-2, in the original principal amount of $22,600,000, Note A-4, in the original principal amount of $20,000,000,
Note A-6, in the original principal amount of $13,900,000 and Note B-2, in the original principal amount of $88,500,000;


 


WHEREAS,
as of the date hereof, the Mortgage Loan is evidenced by the Replacement Notes set forth in the following table (with the “Note
Designations” being as defined herein) and has the characteristics set forth on the Mortgage Loan Schedule;


 






     


     


    

 


	Note
                                         Designation 
	Principal
                                         Balance as of

        

        February
        4, 2022

        



	Note
    A-1	$22,600,000
	Note
    A-2	$22,600,000
	Note
    A-3	$20,000,000
	Note
    A-4	$20,000,000
	Note
    A-5	$13,900,000
	Note
    A-6	$13,900,000
	Note
    B-1	$88,500,000
	Note
    B-2	$88,500,000


 


WHEREAS,
on the date of this Agreement, BMO and SMC intend (but is not required) to transfer Note A-1, Note A-2, Note B-1 and Note B-2
to BMO Commercial Mortgage Securities LLC. for inclusion in a Securitization;


 


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


 


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


 


Section 1.               
Definitions. References to a “Section,” the “preamble” or the “recitals” are, unless
otherwise specified, to a Section, the preamble or the recitals of this Agreement. Capitalized terms not otherwise defined herein
shall have the meaning ascribed thereto or to any analogous term in the Servicing Agreement. Whenever used in this Agreement,
including, without limitation, in the preamble and the recitals, the following terms shall have the respective meanings set forth
below unless the context clearly requires otherwise.


 


“A
Note” shall mean each of Note A-1, Note A-2, Note A-3, Note A-4, Note A-5 and Note A-6.


 


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


 


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


 


“Additional
Servicing Expenses” shall mean (a) all Property Protection Advances, fees and/or expenses incurred by and reimbursable
to any Servicer, Trustee, Certificate Administrator or fiscal agent pursuant to the Servicing Agreement relating solely to the
Mortgage Loan, and (b) all interest accrued on Advances made by (x) any Servicer or Trustee in accordance with the terms of the
Servicing Agreement or (y) any Non-Lead Servicer or Non-Lead Trustee in accordance with the terms of the Non-Lead Securitization
Servicing Agreement.


 






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“Advance
Interest Amount” shall mean interest payable on Advances, as specified in the Servicing Agreement or a Non-Lead Securitization
Servicing Agreement, as applicable.


 


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


 


“Affiliate”
shall mean with respect to any specified Person (i) any other Person Controlling or Controlled by or under common Control
with such specified Person (each a “Common Control Party”), (ii) any other Person owning, directly or
indirectly, ten percent (10%) or more of the beneficial interests in such Person or (iii) any other Person in which such
Person or a Common Control Party owns, directly or indirectly, ten percent (10%) or more of the beneficial interests.


 


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


 


“Agent
Office” shall mean the designated office of the Agent in the State of New York, which office at the date of this Agreement
is located at Bank of Montreal, c/o BMO Capital Markets Corp., 151 West 42nd Street, New York, New York 10036, Attention: Mike
Birajiclian, Email: Michael.Birajiclian@bmo.com; with a copy to Bank of Montreal, c/o BMO Capital Markets Corp., 151 West 42nd
Street, New York, New York 10036, Attention: Legal Department, Email: BMOCMUSLegal@bmo.com, and which is the address to which
notices to and correspondence with the Agent should be directed. The Agent may change the address of its designated office by
notice to the Noteholders.


 


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


 


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


 


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


 


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


 


“Asset
Representations Reviewer” shall mean the asset representations reviewer, if any, appointed pursuant to the Lead Securitization
Servicing Agreement.


 


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


 






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


 


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


 


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


 


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


 


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


 


“Borrower
Related Party” shall have the meaning assigned to such term in Section 15.


 


“Borrower
Restricted Party” means, individually or collectively, as the context may require, (i) the Borrower, any sponsor of
the Borrower, any borrower under a related mezzanine loan, any guarantor under the Mortgage Loan or a related mezzanine loan,
any operating lessee or property manager of the Property, or any of their respective managers, servicers, agents or affiliates,
(ii) a Restricted Holder, (iii) any Person controlling or controlled by or under common control with the Borrower, any sponsor
of the Borrower, any borrower under a related mezzanine loan, any guarantor under the Mortgage Loan or a related mezzanine loan,
any operating lessee or property manager of the Property, or a Restricted Holder, as applicable, or (iv) any shareholder, partner,
member or non-member manager, or any direct or indirect legal or beneficial owner of any interest in the Borrower, any sponsor
of the Borrower, any borrower under a related mezzanine loan, any guarantor under the Mortgage Loan or a related mezzanine loan,
any operating lessee or property manager of the Property, or a Restricted Holder (other than any shareholder, partner, member
or owner owning less than a 10% non-controlling direct or indirect legal or beneficial interest in any of the foregoing). For
the purposes of this definition, “control” when used with respect to any specific Person means the power to direct
the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract
or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.


 


“Business
Day” shall have the meaning assigned to such term in the Servicing Agreement or a Non-Lead Securitization Servicing
Agreement, as applicable.


 


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


 


“Certificate
Administrator” shall mean the certificate administrator appointed pursuant to the Lead Securitization Servicing Agreement.


 


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


 






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“Collection
Account” shall mean the trust account or accounts (including any sub-accounts) created and maintained by the Master
Servicer.


 


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


 


“Companion
Distribution Account” shall have the meaning assigned to such term or the term “Serviced Whole Loan Collection
Account” in the Servicing Agreement or such other analogous term used in the Servicing Agreement.


 


“Conduit”
shall have the meaning assigned to such term in Section 16(f).


 


“Conduit
Credit Enhancer” shall have the meaning assigned to such term in Section 16(f).


 


“Conduit
Inventory Loan” shall have the meaning assigned to such term in Section 16(f).


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an
entity, whether through the ability to exercise voting power, by contract or otherwise.


 


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


 


“Controlling
Noteholder” shall mean, as of any date of determination, the Trustee as holder of Note B-1.


 


“Controlling
Noteholder Representative” shall mean, with respect to the Mortgage Loan, the advisor appointed pursuant to Section 5(a).


 


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


 


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


 


“Default
Interest” shall mean with respect to any Note, interest on such Note at a rate per annum equal to interest accrued
thereon at the Default Rate in excess of the Interest Rate applicable to such Note.


 


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


 


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


 






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“Depositor”
shall mean the Person selected by the Lead Securitization Noteholder to create the Securitization Trust.


 


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


 


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


 


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


 


“Indemnified
Items” shall mean, collectively, any claims, losses, penalties, fines, forfeitures, reasonable 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 Property under the Servicing Agreement.


 


“Indemnified
Parties” shall mean, collectively, (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 the
Servicing Agreement, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, any Operating
Advisor, any 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 Servicing Agreement in respect of other mortgage loans)
and (ii) the Lead Securitization Trust.


 


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


 


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


 


“Initial
Note A Holders” shall mean the Initial Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note A-3 Holder, the
Initial Note A-4 Holder, the Initial Note A-5 Holder and the Initial Note A-6 Holder, collectively.


 


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


 


“Initial
Noteholders” shall mean the Initial Note A Holders and the Initial Note B Holders, collectively.


 


“Initial
Subordinate Noteholder” shall mean the Initial Note B Holder.


 


“Insolvency
Proceeding” shall mean any proceeding under Title 11 of the United States Code (11 U.S.C. Sec. 101 et seq.) or any other
insolvency, liquidation, reorganization or other similar proceeding concerning the Borrower, any action for the dissolution of
the Borrower, any proceeding (judicial or otherwise) concerning the application of the assets of the 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 Borrower or any other action concerning the adjustment of the debts of the
Borrower, the cessation


 






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of
business by the Borrower, except following a sale, transfer or other disposition of all or substantially all of the assets of
the Borrower in a transaction permitted under the Mortgage Loan Documents; provided, however, that following any
such permitted transaction affecting the title to the Property, the Borrower for purposes of this Agreement shall be defined to
mean the successor owner of the 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
Borrower, the term “Borrower” shall refer to any such entity.


 


“Insurance
and Condemnation Proceeds” shall have the meaning assigned to such term in the Servicing Agreement or such other analogous
term used in the Servicing Agreement.


 


“Interest
Rate” shall, with respect to any Note, have the meaning assigned to such term in the Mortgage Loan Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Lead
Securitization Noteholder” shall mean the holder of a Lead Securitization Note.


 


“Lead
Securitization Servicing Agreement” shall mean a trust and servicing agreement, subject to Section 2 hereof,
to be entered into in connection with the Lead Securitization, by and among (a) the Person who serves as Trustee from and
after the Lead Securitization Date, (b) the Person who serves as Servicer from and after the Lead Securitization Date, (c) the
Person which serves as Special Servicer from and after the Lead Securitization Date, (d) the Person who serves as Certificate
Administrator from and after the Lead Securitization Date and (e) the Depositor, and any other additional Persons that may
be party to such pooling and


 






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servicing
agreement; provided it is acknowledged that such agreement is subject in all respects to changes (i) required by the Code
relating to the tax elections of the related Securitization Trust (ii) required by law or changes in any law, rule or regulation
and (iii) requested by the Rating Agencies or any purchaser of subordinate certificates.


 


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


 


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


 


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


 


“Major
Decisions” shall have the meaning given to such term or any one or more analogous terms in the Servicing Agreement;
provided that at any time that the Lead Securitization Note is not 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 Mortgage Loan)
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 Documents or any extension of the maturity date of the Mortgage Loan;


 


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


 


(iv)          
any sale of the Mortgage Loan (when it is a Defaulted Mortgage Loan) or the Property (when it is held as Foreclosed Property)
for less than the outstanding principal balance of the Mortgage Loan, all accrued and unpaid interest (other than Accrued Interest)
at the respective Interest Rates for the Notes and all Additional Servicing Expenses;


 


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


 


(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


 






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foregoing,
other than if required pursuant to the specific terms of the related Mortgage Loan Documents and for which there is no lender
discretion;


 


(vii)        
any waiver of or any determination not to enforce a “due-on-sale” or “due-on-encumbrance” clause with
respect to the Mortgage Loan or any consent to such a waiver or any consent to a transfer of all or any portion of the Property
or of any direct or indirect legal or beneficial interests in the Borrower;


 


(viii)       
any incurrence of additional debt by the Borrower or any mezzanine financing by any direct or indirect beneficial owner of the
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;


 


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


 


(xi)         
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;


 


(xiv)        
any determination by the Master Servicer to transfer the Mortgage Loan to the Special Servicer under the circumstances where the
Master Servicer determines, in its reasonable business judgment, exercised in accordance with the Accepted Servicing Practices,
that a default consisting of a failure to make a payment of principal or interest is reasonably foreseeable or there is a significant
risk of such default or any other default that is likely to impair the use or marketability of the Property or such other analogous
event described in the definition of Servicing Transfer Event; or


 


(xv)          any
modification, waiver or amendment of any lease, the execution of any new lease or the granting of a subordination and nondisturbance
or


 






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attornment
agreement in connection with any lease, at the Property if it would be a Major Lease (as defined in the Mortgage Loan Agreement).


 


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


 


“Monthly
Payment” shall have the meaning assigned to the term “Monthly Debt Service Payment Amount” in the Mortgage
Loan Agreement.


 


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


 


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


 


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


 


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


 


“Mortgage
Loan Agreement” shall mean the Loan Agreement, dated as of February 4, 2022, between the Borrower, as borrower, and
the Original Lender, 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 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 mean the schedule attached as Exhibit A to this Agreement.


 


“Net
Interest Rate” shall mean, with respect to any Note, the Interest Rate for such Note minus the Servicing Fee Rate applicable
to such Note.


 


“New
Note(s)” shall have the meaning assigned to such term in Section 35.


 


“Non-Controlling
Note” shall mean each Note other than the Note that entitles its holder to be the Controlling Noteholder.


 


“Non-Controlling
Noteholder” shall mean each Noteholder other than the Controlling Noteholder; provided that, if at any time a
Non-Controlling Note is held by (or, at any time a Non-Controlling Note is included in a Non-Lead Securitization, the related
Non-Lead Securitization Subordinate Class Representative is) a Borrower Restricted Party, no Person shall be entitled to exercise
the rights of such Non-Controlling Noteholder with respect to such Non-Controlling Note.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Non-Lead
Securitization” shall mean any Securitization of a Senior Note in a Securitization Trust other than the Lead Securitization.


 


“Non-Lead
Securitization Note” shall mean a Senior Note that is neither the Lead Securitization Note nor otherwise part of the
Lead Securitization.


 


“Non-Lead
Securitization Noteholder” shall mean each holder of a Non-Lead Securitization Note, provided that at any time
a Senior Note that is not a Lead Securitization Note is included in a Securitization other than the Lead Securitization, references
to the “Non-Lead Securitization Noteholder” herein shall mean the Non-Lead Securitization Subordinate Class Representative
under the related Non-Lead Securitization Servicing Agreement, as and to the extent provided in the related Non-Lead Securitization
Servicing Agreement and as to the identity of which the Lead Securitization Noteholder (and the Master Servicer and the Special
Servicer) has been given written notice. The Lead Securitization Noteholder (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 a “Non-Lead Securitization
Noteholder” herein or under the Servicing Agreement and, to the extent that the related Non-Lead Securitization Servicing
Agreement assigns such rights to more than one party, for purposes of this Agreement, the Non-Lead Securitization Servicing Agreement
shall designate one party to deal with the Lead


 






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Securitization
Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) and provide written notice of such designation
to the Lead Securitization Noteholder (and the Master Servicer and the Special Servicer acting on its behalf) (such party, the
related “Non-Lead Securitization Noteholder Representative”); provided that, in the absence of such
designation and notice, the Lead Securitization Noteholder (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-Lead
Securitization Noteholder Representative with respect to such Non-Controlling Note for all purposes of this Agreement.


 


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


 


“Non-Lead
Securitization Noteholder Representative” shall have the meaning assigned to such term in the definition of “Non-Lead
Securitization Noteholder”.


 


“Non-Lead
Securitization Servicing Agreement” shall mean the servicing agreement for a Non-Lead Securitization.


 


“Non-Lead
Securitization Subordinate Class Representative” shall mean the holders of the majority of the class of securities issued
in a Non-Lead Securitization designated as the “controlling class” pursuant to the related Non-Lead Securitization
Servicing Agreement or their duly appointed representative; provided that if 50% or more of the class of securities issued
in any Non-Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned the
rights to exercise the rights of the “Controlling Noteholder” or a “Non-Controlling Noteholder” is held
by a Borrower Restricted Party, no Person shall be entitled to exercise the rights of the related Non-Lead Securitization Subordinate
Class Representative.


 


“Non-Lead
Securitization Trust” shall mean each Securitization Trust into which any Non-Lead Securitization Note is deposited.


 






     12


     


    

 


“Non-Lead
Servicer” shall mean, in respect of any Non-Lead Securitization Note, the related Non-Lead Master Servicer or related
Non-Lead Special Servicer, as applicable.


 


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


 


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


 


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


 


“Note”
shall mean any of the A Notes or any of the B Notes.


 


“Note
A Holder(s)” shall mean the Noteholder(s) of A Notes.


 


“Note
A-1” shall mean that certain Promissory Note (Note A-1), dated February 4, 2022, as the same may be amended, modified,
supplemented, extended, restated or replaced, and shall include any replacement promissory notes issued in respect thereof.


 


“Note
A-2” shall mean that certain Promissory Note (Note A-2), dated February 4, 2022, as the same may be amended, modified,
supplemented extended, restated or replaced, and shall include any replacement promissory notes issued in respect thereof.


 


“Note
A-3” shall mean that certain Promissory Note (Note A-3), dated February 4, 2022, as the same may be amended, modified,
supplemented extended, restated or replaced, and shall include any replacement promissory notes issued in respect thereof.


 


“Note
A-4” shall mean that certain Promissory Note (Note A-4), dated February 4, 2022, as the same may be amended, modified,
supplemented extended, restated or replaced, and shall include any replacement promissory notes issued in respect thereof.


 


“Note
A-5” shall mean that certain Promissory Note (Note A-5), dated February 4, 2022, as the same may be amended, modified,
supplemented extended, restated or replaced, and shall include any replacement promissory notes issued in respect thereof.


 


“Note
A-6” shall mean that certain Promissory Note (Note A-6), dated February 4, 2022, as the same may be amended, modified,
supplemented extended, restated or replaced, and shall include any replacement promissory notes issued in respect thereof.


 


“Note
B Holder(s)” shall mean the Noteholder(s) of B Notes.


 


“Note
B-1” shall mean that certain Promissory Note (Note B-1), dated February 4, 2022, as the same may be amended, modified,
supplemented extended, restated or replaced, and shall include any replacement promissory notes issued in respect thereof.


 






     13


     


    

 


“Note
B-2” shall mean that certain Promissory Note (Note B-2), dated February 4, 2022, as the same may be amended, modified,
supplemented extended, restated or replaced, and shall include any replacement promissory notes issued in respect thereof.


 


“Note
Pledgee” shall have the meaning assigned to such term in Section 16(e).


 


“Note
Register” shall have the meaning assigned to such term in Section 18.


 


“Noteholder”
and “Note Holder” shall each mean, with respect to any Note, the Initial Noteholder thereof, or any subsequent
holder of such Note, together with its successors and assigns.


 


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


 


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


 


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


 


“Permitted
Fund Manager” shall mean any Person that on the date of determination is (i) one of the entities on Exhibit C attached
hereto and made a part hereof or any other nationally-recognized manager of investment funds investing in debt or equity interests
relating to commercial real estate, (ii) investing through a fund or funds with committed capital of at least $500,000,000 and
(iii) not subject to a proceeding relating to the bankruptcy, insolvency, reorganization or relief of debtors.


 


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


 


“Pledge”
shall have the meaning assigned to such term in Section 16(e).


 


“Prepayment
Fees” shall have the meaning assigned to such term in the Mortgage Loan Documents.


 


“Principal
Balance” shall mean, with respect to any Note as of any date of determination, the principal balance as of the date
of this Agreement set forth on the Mortgage Loan Schedule, less any payments of principal thereon or reductions in such amount
pursuant to Section 3 or Section 4, as applicable.


 


“Pro
Rata and Pari Passu Basis” shall mean (i) with respect to the A Notes and the Note A Holders, the allocation of any
particular payment, collection, cost, expense, liability or other amount among the A Notes or the Note A Holders, as the case
may be, in accordance with a specified basis and without any priority of any A Note or any Note A Holder over another A Note or
Note A Holder, as the case may be, and in any event such that each A Note or Note A Holder, as the case may be, is allocated its
respective pro rata portion (in accordance with the applicable specified basis) of such particular payment, collection,
cost, expense, liability or other amount; and (ii) with respect to the B Notes and the Note B Holders, the allocation of any particular


 






     14


     


    

 


payment,
collection, cost, expense, liability or other amount among the B Notes or the Note B Holders, as the case may be, in accordance
with a specified basis and without any priority of any B Note or any Note B Holder over another B Note or Note B Holder, as the
case may be, and in any event such that each B Note or Note B Holder, as the case may be, is allocated its respective pro rata
portion (in accordance with the applicable specified basis) of such particular payment, collection, cost, expense, liability
or other amount.


 


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


 


“Property
Protection Advances” shall have the meaning assigned to such term in the Servicing Agreement or such other analogous
term used in the Servicing Agreement or Non-Lead Securitization Servicing Agreement, as applicable, but only as such term relates
to the Mortgage Loan or the Property.


 


“Qualified
Institutional Lender” shall mean each of the Initial Noteholders (and any Affiliates and subsidiaries of such entity)
and any other Person that is:


 


(a) an
entity Controlled (as defined below) by, under common Control with or Controlling any Initial Noteholder, or


 


(b)
one or more of the following:


 


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


 


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


 


(iii)         
a Qualified Trustee (or in the case of a CDO, a single purpose bankruptcy remote entity which contemporaneously assigns or pledges
its Note, or a participation interest therein (or any portion thereof) to a Qualified Trustee) in connection with (a) a securitization
of, (b) the creation of collateralized debt obligations (“CDO”) secured by, or (c) a financing through an “owner
trust” of, a Note (any of the foregoing, a “Securitization Vehicle”), provided that (1) one or more classes
of securities issued by such Securitization Vehicle is initially rated at least investment grade by each of the Rating Agencies
which assigned a rating to any classes of securities issued in connection with the closing of such securitization; (2) in the
case of a Securitization Vehicle that is not a CDO, the special servicer of such Securitization Vehicle has a Required Special
Servicer Rating or is otherwise acceptable to the Rating Agencies rating each Securitization (such entity, an “Approved
Servicer”) and such Approved Servicer is required to service and administer such Note in accordance with servicing arrangements
for the assets held


 






     15


     


    

 


by
the Securitization Vehicle which require that such Approved Servicer act in accordance with a servicing standard notwithstanding
any contrary direction or instruction from any other Person; or (3) in the case of a Securitization Vehicle that is a CDO, the
CDO Asset Manager and, if applicable, each Intervening Trust Vehicle that is not administered and managed by a CDO Asset Manager
which is a Qualified Institutional Lender, are each a Qualified Institutional Lender under clauses (i), (ii), (iii),
(iv)or (v) of this definition, or


 


(iv)         
an investment fund, limited liability company, limited partnership or general partnership having capital and/or capital commitments
of at least $500,000,000, in which (A) the applicable Noteholder, (B) a Person that is otherwise a Qualified Institutional Lender
under clauses (i), (ii) or (v) (with respect to an institution substantially similar to the entities referred
to in clause (i) or (ii) above), or (C) a Permitted Fund Manager, acts as a general partner, managing member, or
the fund manager responsible for the day-to-day management and operation of such investment vehicle and provided that at least
50% of the equity interests in such investment vehicle are owned, directly or indirectly, by one or more entities that are otherwise
Qualified Institutional Lenders (without regard to the capital surplus/equity and total asset requirements set forth below in
the definition), or


 


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


 


(vi)          
in the case of any entity referred to in clause (b)(i), (b)(ii), (b)(iii), (b)(iv)(B) or (b)(v) of this definition, (x) such entity
has at least $200,000,000 in capital/statutory surplus or shareholders’ equity (except with respect to a pension advisory
firm, asset manager or similar fiduciary) and at least $500,000,000 in total assets (in name or under management), and (y) is
regularly engaged in the business of making or owning commercial real estate loans (or interests therein) similar to the Mortgage
Loan (or mezzanine loans with respect thereto) or owning junior CMBS securities 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


 


(vii)        
a Person that is otherwise a Qualified Institutional Lender but is acting in an agency capacity for a syndicate of lenders where
at least 51% of the lenders in such syndicate are otherwise Qualified Institutional Lenders under clauses (b)(i), (ii),
(iv), (v) and (vi) above, or


 


(c) any
entity Controlled (as defined below) by any of the entities described in clause (b) above or approved by the Rating Agencies
hereunder as a Qualified Institutional Lender for purposes of this Agreement, or as to which the Rating Agencies have stated they
would not review such entity in connection with the subject transfer.


 






     16


     


    

 


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


 


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


 


“Rating
Agencies” shall mean any of (a) S&P, (b) Moody’s, (c) Fitch, (d) DBRS Morningstar and (e) KBRA or, (f) if
any of such entities shall for any reason no longer perform the functions of a securities rating agency, any other nationally
recognized statistical rating agency reasonably designated by the Depositor or a Non-Lead Depositor to rate the securities issued
in connection with the Securitization of any A Note; provided, however, that, at any time during which any Note is an asset of
one or more Securitizations, “Rating Agencies” or “Rating Agency” shall mean only those rating agencies
that are engaged by the Depositor or such Non-Lead Depositor, as applicable, from time to time to rate the securities issued in
connection with the Securitization of such Note.


 


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


 


“Redirection
Notice” shall have the meaning assigned to such term in Section 16(e).


 


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


 


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


 


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


 


“REO
Mortgage Loan” shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term
used in the Servicing Agreement.


 






     17


     


    

 


“Required
Special Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”,
(ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special
Servicer, (iii) in the case of Moody’s, such special servicer is acting as special servicer for one or more loans included
in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the
date of determination, and Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage
securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as
special servicer of such commercial mortgage loans, (iv) in the case of KBRA, KBRA has not cited servicing concerns of such special
servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch
status” in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by such special servicer
prior to the time of determination, and (v) in the case of DBRS Morningstar, either a commercial mortgage servicer or special
servicer (a) that has a current ranking from DBRS Morningstar of at least MORS3, or (b) if not rated by DBRS Morningstar, that
is currently acting as servicer or special servicer, as applicable, for a commercial mortgage-backed securities transaction rated
by DBRS Morningstar and as to which DBRS Morningstar has not cited servicing concerns with respect to such servicer as the sole
or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in
contemplation of a ratings downgrade or withdrawal, which placement on “watch status” has not been withdrawn within
60 days without any ratings downgrade or withdrawal) of securities in such commercial mortgage-backed securities transaction serviced
by the applicable servicer prior to the time of determination.


 


“Restricted
Holder” shall mean any holder of a related mezzanine loan (or any affiliate, manager or agent thereof) or an owner of
any interest in any related mezzanine loan (whether legally, beneficially or otherwise, including as a holder of a note evidencing
a related mezzanine loan, a holder of a participation interest in a related mezzanine loan or a beneficial owner of any interest
in a related mezzanine loan or any securities collateralized by a related mezzanine loan) (a) as to which an event of default
has occurred under such mezzanine loan giving rise to an automatic acceleration of such mezzanine loan or the right of the lender
thereunder to accelerate such mezzanine loan or (b) as to which foreclosure proceedings against the related collateral have been
initiated.


 


“Reverse
Sequential Order” shall mean: (a) first, to the reduction of the Principal Balances of the B Notes, on a Pro
Rata and Pari Passu Basis based on the respective Principal Balances of such Notes, until the Principal Balance of each such B
Note is reduced to zero; and (b) second, to the reduction of the Principal Balances of the A Notes, on a Pro Rata and Pari
Passu Basis based on the respective Principal Balances of such Notes, until the Principal Balance of each A Note is reduced to
zero.


 


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


 


“Risk
Retention Rules” shall mean the joint final rule that was promulgated to implement the Risk Retention Requirements (which
such joint final rule has been codified, inter alia, at 12 C.F.R. Part 43), as such rule may be amended from time to time, and
subject to such


 






     18


     


    

 


clarification
and interpretation as have been provided by the Office of the Comptroller of the Currency, the Board of Governors of the Federal
Reserve System, the Federal Deposit Insurance Corporation, the Federal Housing Finance Agency, the Commission and the Department
of Housing and Urban Development in the adopting release (79 Fed. Reg. 77601 et seq.) or by the staff of any such agency, or as
may be provided by any such agency or its staff from time to time, in each case, as effective from time to time as of the applicable
compliance date specified therein.


 


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


 


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


 


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


 


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


 


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


 


“Senior
Notes” shall mean the A Notes, individually or collectively, as the context may require.


 


“Senior
Noteholder(s)” shall mean the Note A Holders, individually or collectively, as the context may require.


 


“Sequential
Order” shall mean (a) first, to the reduction of the Principal Balances of the A Notes, on a Pro Rata and Pari
Passu Basis based on the respective Principal Balances of such Notes, until the Principal Balance of each A Note is reduced to
zero; and (b) second, to the reduction of the Principal Balances of the B Notes, on a Pro Rata and Pari Passu Basis based
on the respective Principal Balances of such Notes, until the Principal Balance of each B Note is reduced to zero.


 


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


 


“Servicing
Agreement” shall mean, with respect to the Mortgage Loan, the Lead Securitization Servicing Agreement, together with
any amendment, restatement, supplement, replacement or modification thereto entered into in accordance with the terms hereof or
thereof, or any Substitute Servicing Agreement.


 


“Servicing
Fee Rate” shall be the per annum rate at which primary servicing fees are payable in respect of the Mortgage
Loan as set forth in the Servicing Agreement. The Servicing Fee Rate shall not reflect any master servicing fees payable by any
Noteholder.


 






     19


     


    

 


“Servicing
Transfer Event” shall have the meaning assigned to such term (or any term similar thereto including “Specially
Serviced Loan”) in the Servicing Agreement or such other analogous term used in the Servicing Agreement.


 


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


 


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


 


“Specially
Serviced Mortgage Loan” shall have the meaning assigned to such term in the Servicing Agreement or such other analogous
term used in the Servicing Agreement.


 


“Subordinate
Notes” shall mean the B Notes, individually or collectively, as the context may require.


 


“Subordinate
Noteholder(s)” shall mean the Note B Holders, individually or collectively, as the context may require.


 


“Substitute
Servicing Agreement” means a servicing agreement that contains servicing provisions which are the same as or more favorable
to the Non-Lead Noteholders, in substance, to those in the Servicing Agreement (including, without limitation, all applicable
provisions relating to delivery of information and reports necessary for any Non-Lead Securitization to comply with any applicable
reporting requirements under the Securities Exchange Act of 1934, as amended) and all references herein to the “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 with respect to such subsequent
servicing agreement.


 


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


 


“Transfer”
shall mean any sale, assignment, transfer, pledge, syndication, participation, hypothecation, contribution, encumbrance or other
disposition (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other similar
agreement, excluding a repurchase financing or a Pledge in accordance with Section 16(e)).


 


“Triggering
Event of Default” shall mean (i) any Event of Default with respect to an obligation of the Borrower to pay money due
under the Mortgage Loan or (ii) any non-monetary Event of Default as a result of which the Mortgage Loan becomes a Specially Serviced
Mortgage Loan (which, for clarification, shall not include any imminent Event of Default).


 


“Trust
Fund Expenses” shall have the meaning assigned to such term or any analogous term in the Servicing Agreement.


 


“Trustee”
shall mean the trustee appointed pursuant to the Lead Securitization Servicing Agreement.


 






     20


     


    

 


“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 that is eligible to elect to be treated as a U.S. Person).


 


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


 


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


 


Section 2.               
Servicing.


 


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


 






     21


     


    

 


Noteholder;
however, this statement shall not be construed to otherwise limit the rights of one Noteholder with respect to any other Noteholder.
Each Servicer shall be required pursuant to the Servicing Agreement to service the Mortgage Loan in accordance with the Accepted
Servicing Practices, this Agreement, the terms of the Mortgage Loan Documents, the Servicing Agreement, any intercreditor agreement
and applicable law, and shall not take any action or refrain from taking any action or follow any direction inconsistent with
the foregoing.


 


(b)              
No Noteholder shall be entitled to exercise any rights of the “directing holder”, “consenting or consulting
party”, “controlling or consulting class,” “controlling class representative” or any analogous class
or holder of Certificates (as defined in the Lead Securitization Servicing Agreement) under the Servicing Agreement except, in
the case of the Controlling Noteholder, to the extent such holder is given such rights expressly under the terms of this Agreement
or the Servicing Agreement in its capacity as the Controlling Noteholder, and in no event may any such “directing holder”,
“consenting or consulting party”, controlling, consenting or consulting class or analogous class or holder of certificates
backed solely by B Note under the Servicing Agreement have any of the rights of the Controlling Noteholder hereunder.


 


(c)               
The Master Servicer shall be the lead master servicer on the Mortgage Loan, and from time to time it (or the Trustee, to the extent
provided in the Lead Securitization Servicing Agreement) (i) shall be required to make Property Protection Advances with respect
to the Mortgage Loan, subject to the terms of the Lead Securitization Servicing Agreement and this Agreement, and (ii) may be
required to make principal and interest Advances on any Note in the Lead Securitization, if and to the extent provided in the
Lead Securitization Servicing Agreement and this Agreement. The Master Servicer or Trustee shall be required to provide written
notice to each Non-Lead Master Servicer and each Non-Lead Trustee of any principal and interest Advance it has made with respect
to the Lead Securitization Note within two (2) Business Days of making such Advance. The Master Servicer, the Special Servicer
and the Trustee, as applicable, will be entitled to reimbursement for a Property Protection Advance, first from funds on deposit
in each of the Collection Account and the Companion Distribution Account that (in any case) represent amounts received on or in
respect of the Mortgage Loan in the manner provided in the Lead Securitization Servicing Agreement, and then, if such Property
Protection Advance is a Nonrecoverable Advance, and if such funds on deposit in the Collection Account and Companion Distribution
Account are insufficient, from general collections of the Lead Securitization as provided in the Lead Securitization Servicing
Agreement and from general collections of each Non-Lead Securitization as provided below. The Master Servicer, the Special Servicer
and the Trustee, as applicable, will be entitled to reimbursement for Advance Interest Amounts on a Property Protection Advance,
in the manner and from the sources provided in the Lead Securitization Servicing Agreement, including from general collections
of the Lead Securitization and, in the case of Property Protection Advances that are Nonrecoverable Advances, from general collections
of each Non-Lead Securitization as provided below. Notwithstanding the foregoing, to the extent the Master Servicer, the Special
Servicer or the Trustee, as applicable, obtains funds from general collections of the Lead Securitization unrelated to the Mortgage
Loan or the Property as a reimbursement for a Property Protection Advance that is a Nonrecoverable Advance or any Advance Interest
Amounts on such a Nonrecoverable Advance, the Non-Lead Securitization Noteholder (including from general collections or any other
amounts from the Non-Lead Securitization Trust) shall be required to, promptly following notice from the Master Servicer, reimburse
the Lead Securitization for its pro rata share of such Nonrecoverable Advance or


 






     22


     


    

 


Advance
Interest Amounts. If the Master Servicer determines that a proposed principal and interest Advance with respect to the Lead Securitization
Note or Property Protection Advance with respect to the Mortgage Loan, if made, or any outstanding principal and interest Advance
or Property Protection Advance previously made, would be, or is, as applicable, a Nonrecoverable Advance (as defined in the Lead
Securitization Servicing Agreement), the Master Servicer shall provide the Non-Lead Master Servicer written notice of such determination
promptly after such determination was made together with such reports that the Master Servicer delivered to the Special Servicer
or Trustee in connection with notification of its determination of nonrecoverability.


 


In
addition, a Non-Lead Securitization Noteholder whose Non-Lead Securitization Note has been included in a Non-Lead Securitization
Trust shall be required to, promptly following notice from the Master Servicer or the Special Servicer, pay or reimburse the Lead
Securitization for the Non-Lead Securitization Noteholder’s pro rata share of any Trust Fund Expenses with respect
to the Mortgage Loan or the Property, any other fees, costs or expenses incurred in connection with the servicing and administration
of the Mortgage Loan and allocable to the Non-Lead Securitization Noteholders pursuant to this Agreement and as to which the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Depositor, as applicable, is entitled to be
reimbursed pursuant to the Lead Securitization Servicing Agreement, and any fees, costs or expenses related to obtaining a Rating
Agency Confirmation and allocated to the Non-Lead Securitization Noteholders, in each case to the extent amounts on deposit in
the Companion Distribution Account that are allocated to the Non-Lead Securitization Note are insufficient for reimbursement of
such amounts (which such reimbursement shall be made from general collections or any other amounts from such Non-Lead Securitization
Trust). If a Non-Lead Securitization Note has been included in a Non-Lead Securitization, the related Non-Lead Securitization
Noteholder agrees to indemnify (as and to the same extent the Lead Securitization Trust is required to indemnify each of the Indemnified
Parties) against any Indemnified Items to the extent of its pro rata share of such Indemnified Items, and to the extent
amounts on deposit in the Companion Distribution Account that are allocated to the Non-Lead Securitization Note are insufficient
for reimbursement of such amounts, the Non-Lead Securitization Noteholder shall be required to, promptly following notice from
the Master Servicer, the Special Servicer or the Trustee, reimburse each of the applicable Indemnified Parties for its pro
rata share of the insufficiency from general collections or any other amounts from such Non-Lead Securitization Trust.


 


The
Non-Lead Master Servicer may be required to make principal and interest Advances on a Non-Lead Securitization Note included in
a Non-Lead Securitization, from time to time, subject to the terms of the related Non-Lead Securitization Servicing Agreement,
the Lead Securitization Servicing Agreement and this Agreement. The Master Servicer, the Special Servicer and the Trustee, as
applicable, shall be entitled to make their own recoverability determination with respect to a principal and interest Advance
to be made on the Lead Securitization Note based on the information that they have on hand and in accordance with the Lead Securitization
Servicing Agreement. The Non-Lead Master Servicer and the Non-Lead Special Servicer and the Non-Lead Trustee, as applicable, shall
be entitled to make their own recoverability determination with respect to a principal and interest Advance to be made on a Non-Lead
Securitization Note based on the information that they have on hand and in accordance with the Non-Lead Securitization Servicing
Agreement. The Master Servicer and the Trustee, as


 






     23


     


    

 


applicable,
and the Non-Lead Master Servicer or the Non-Lead Trustee shall be required to notify each other servicer and trustee with respect
to a Securitization of the amount of its principal and interest Advance within two (2) Business Days of making such Advance. If
the Master Servicer, the Special Servicer or the Trustee, as applicable (with respect to a Note in the Lead Securitization) or
the Non-Lead Master Servicer, the Non-Lead Special Servicer or the Non-Lead Trustee, as applicable (with respect to a Non-Lead
Securitization Note), determines that a proposed principal and interest Advance, if made, would be non-recoverable or an outstanding
principal and interest Advance is or would be non-recoverable, or if the Master Servicer, the Special Servicer or the Trustee,
as applicable, subsequently determines that a proposed Property Protection Advance would be non-recoverable or an outstanding
Property Protection Advance is or would be non-recoverable, then the Master Servicer or the Trustee (as provided in the Lead Securitization
Servicing Agreement, in the case of a determination of non-recoverability by the Master Servicer, the Special Servicer or the
Trustee) or the Non-Lead Master Servicer or the Non-Lead Trustee (as provided in the Non-Lead Securitization Servicing Agreement,
in the case of a determination of non-recoverability by the Non-Lead Master Servicer, the Non-Lead Special Servicer or the Non-Lead
Trustee) shall notify the Master Servicer and the Trustee, or the Non-Lead Master Servicer and the Non-Lead Trustee, as the case
may be, within two (2) Business Days of making such determination. Each of the Master Servicer, the Trustee, the Non-Lead Master
Servicer and the Non-Lead Trustee, as applicable, will only be entitled to reimbursement for a principal and interest Advance
first, from the Collection Account or the Companion Distribution Account from Default Interest and late payment charges collected
on the Mortgage Loan, as and to the extent contemplated by the Servicing Agreement, and from amounts allocable to the Note for
which such principal and interest Advance was made, and then, if funds are insufficient, (i) in the case of a Note in the Lead
Securitization, from general collections of the Lead Securitization Trust, pursuant to the terms of the Lead Securitization Servicing
Agreement and (ii) in the case of a Non-Lead Securitization Note, from general collections of the Non-Lead Securitization Trust,
as and to the extent provided in the Non-Lead Securitization Servicing Agreement. Advance Interest Amounts on a principal and
interest Advance shall be reimbursed from Default Interest and late payment charges collected on the Mortgage Loan, as and to
the extent contemplated by the Servicing Agreement, from amounts paid by the Borrower to cover such Advance Interest Amounts and
otherwise first, from amounts allocable to more subordinate Notes and then, from amounts allocable to the subject Note, as provided
under Section 3(d).


 


(d)              
At any time after the Securitization Date that the Lead Securitization Note is no longer subject to the provisions of the Lead
Securitization Servicing Agreement, the Lead Securitization Noteholder shall cause the Mortgage Loan to be serviced in accordance
with the servicing provisions set forth in the Lead Securitization Servicing Agreement as if such agreement was still in full
force and effect with respect to the Mortgage Loan or a Substitute Servicing Agreement; provided, however, that the Master Servicer
under the Servicing Agreement shall have no further obligations to advance monthly payments of principal or interest; provided,
further, however, that until a replacement servicing agreement is in place, the actual servicing of the Mortgage Loan may be performed
by any nationally recognized commercial mortgage loan servicer appointed by Lead Securitization Noteholder and the special servicer
appointed by the Controlling Noteholder and does not have to be performed by the service providers set forth under the Servicing
Agreement; provided, further, however, that until a replacement servicing agreement has been entered into, if a Non-Lead Securitization
Note becomes the subject of an Asset Review pursuant to the related Non-Lead Securitization Servicing Agreement, the Master Servicer,
the


 






     24


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


(iv)         
in connection with the expedited remittances contemplated by the preceding clause (iii) and the expedited reporting contemplated
by the following clause (v),


 






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


 


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


 


(vi)         
the Master Servicer and the Special Servicer, as applicable, shall provide (in electronic media) to each Non-Lead Securitization
Noteholder all documents, certificates, instruments, notices, reports, operating statements, rent rolls and other information
regarding the Mortgage Loan provided by it to the Lead Securitization Controlling Class Representative or the Operating Advisor
in connection with any request for consent made to, or consultation with, such party at the time provided to such other party;


 


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


 


(viii)       
each Non-Lead Securitization Noteholder shall be entitled to the same indemnity as the Lead Securitization Noteholder under the
Lead Securitization Servicing


 






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


 


(ix)           
with respect to any Non-Lead Securitization that
is subject to reporting requirements under the Securities Act, the Exchange Act (including Rule 15Ga-1), and Regulation AB, (a)
the Master Servicer, any primary servicer, the Special Servicer, the Trustee, the Certificate Administrator or other party acting
as custodian for the Lead Securitization shall be required to deliver (and shall be required to cause each other servicer and
servicing function participant (within the meaning of Items 1123 and 1122, respectively, of Regulation AB) retained or engaged
by it to deliver (provided that such party shall only be required to use commercially reasonable efforts to cause a Loan Seller
Sub-Servicer to deliver)), in a timely manner (i) the reports, certifications, compliance statements, accountants’ assessments
and attestations, and information to be included in reports (including, without limitation, Form ABS-15G, Form 10-K, Form 10-D
and Form 8-K), and (ii) upon request, any other materials specified in the related Non-Lead Securitization Servicing Agreement,
in the case of clauses (i) and (ii), as the related Non-Lead Depositor or the related Non-Lead Trustee reasonably believes, in
good faith, are required in order for the related Non-Lead Depositor or the related Non-Lead Trustee to comply with (1) its obligations
under the Securities Act, the Exchange Act (including Rule 15Ga-1), Regulation AB and Form SF-3 and (2) any applicable comment
letter from the Commission or its obligations with respect to any Deficient Exchange Act Deliverable, (b) without limiting the
generality of the foregoing (x) the Depositor or the related Holder shall provide or cause to be provided to the related Non-Lead
Depositor (and to counsel to the related Non-Lead Depositor) and the related Non-Lead Trustee (1) written notice (which may be
by email) in a timely manner (but no later than three (3) Business Days prior to closing) of the occurrence of the Lead Securitization,
and (2) no later than the closing date of the Lead Securitization, a copy of the Lead Securitization Servicing Agreement in an
EDGAR-compatible format, and (y) the Master Servicer and Special Servicer (or any replacement Master Servicer or Special Servicer,
as applicable) shall, upon reasonable prior written request, and subject to the right of the Master Servicer or the Special Servicer,
as the case may be, to review and approve such disclosure materials, permit a holder of any Non-Lead Securitization Note to use
such party’s description contained in the Lead Securitization prospectus (updated as appropriate by the Master Servicer
or Special


 






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Servicer,
as applicable, at the cost of such holder of such Non-Lead Securitization Note) or contained in a Lead Securitization Form 8-K,
for inclusion in the disclosure materials or a Form 8-K relating to any securitization of the related Non-Lead Securitization
Note, and (z) the Master Servicer and the Special Servicer (or any replacement Master Servicer or Special Servicer, as applicable),
shall provide indemnification agreements, opinions and Regulation AB compliance letters as were or are being delivered with respect
to the Lead Securitization (in each case, at the cost of such holder of such Non-Lead Securitization Note), and (c) in connection
with any amendment of the Lead Securitization Servicing Agreement, the Depositor shall provide written notice (which may be by
email) of such proposed amendment to any Non-Lead Depositor and the related Non-Lead Trustee no later than three (3) Business
Days prior to the date of effectiveness of such amendment, and, on the date of effectiveness of such amendment to the Lead Securitization
Servicing Agreement, provide a copy of such amendment in an EDGAR-compatible format to such Non-Lead Depositor and the related
Non-Lead Trustee. The Master Servicer and the Special Servicer shall each be required to provide certification and indemnification
to any Certifying Person with respect to any applicable Sarbanes-Oxley Certification with respect to a Non-Lead Securitization;


 


(x)           
each of the Master Servicer, the Special Servicer, the Custodian and the Trustee and each Affected Reporting Party shall cooperate
(and require each Servicing Function Participant and Additional Servicer retained by it to cooperate under the applicable Sub-Servicing
Agreement), with each Non-Lead Depositor (including, without limitation, providing all due diligence information, reports, written
responses, negotiations and coordination) to the same extent as such party is required to cooperate with the Lead Depositor under
Article XI (or any article substantially similar thereto) of the Lead Securitization Servicing Agreement and in connection with
any Deficient Exchange Act Deliverable. All respective reasonable out-of-pocket costs and expenses incurred by any Non-Lead Depositor
(including reasonable legal fees and expenses of outside counsel to such depositor) in connection with the foregoing (other than
those costs and expenses related to participation by such Non-Lead Depositor in any telephone conferences and meetings with the
Commission and other costs such Non-Lead Depositor must bear pursuant to Article XI (or any article substantially similar thereto)
of the Lead Securitization Servicing Agreement) and any amendments to any reports filed with the Commission therewith shall be
promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from such Non-Lead Depositor;


 


(xi)           
any late collections received by the Master Servicer from the Borrower that are allocable to a Non-Lead Securitization Note or
reimbursable to a Non-Lead Master Servicer or a Non-Lead Trustee shall be remitted by the Master Servicer to such Non-Lead Master
Servicer within one (1) Business Day of receipt and identification thereof; provided, however, that to the extent any such amounts
are received after 3:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially reasonable efforts
to remit such amounts to such Non-Lead Master Servicer within one (1) Business Day of receipt of properly identified funds but,
in any event, the Master Servicer shall remit such amounts within two (2) Business Days of receipt of properly identified funds;


 






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(xii)         
each Non-Lead Securitization Noteholder is an intended third-party beneficiary in respect of the rights afforded it under the
Lead Securitization Servicing Agreement and the related Non-Lead Master Servicer shall be entitled to enforce the rights of such
Non-Lead Securitization Noteholder under this Agreement and the Lead Securitization Servicing Agreement;


 


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


 


(xiv)           
if the Mortgage Loan becomes a Defaulted Mortgage Loan and the Special Servicer determines to sell the Lead Securitization Note
in accordance with the Lead Securitization Servicing Agreement, it shall have the right and the obligation to sell all of the
Notes as notes evidencing one whole loan in accordance with the terms of the Lead Securitization Servicing Agreement. In connection
with any such sale, the Special Servicer shall provide notice to each Non-Lead Master Servicer who shall provide notice to the
related Non-Controlling Noteholder of the planned sale and of such Non-Controlling Noteholder’s opportunity to submit an
offer on the Mortgage Loan;


 


(xv)         
the Lead Securitization Servicing Agreement shall not be amended in any manner that materially and adversely affects any Non-Lead
Securitization Noteholder without the consent of such Non-Lead Securitization Noteholder;


 


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


 


(xvii)     
Servicer Termination Events with respect to the Master Servicer and the Special Servicer shall include: (A) solely with respect
to the Master Servicer, the failure to timely remit payments to any Non-Lead Securitization Noteholder, which failure continues
unremedied for one (1) Business Day following the date on which such payment was to be made; (B) solely with respect to the Special
Servicer, the failure to deposit into any Foreclosed Property Account any amount required to be so deposited within two (2) Business
Days after the date such deposit was to be made, or the failure to remit to the Master Servicer for deposit into the Collection
Account or the related Companion Distribution Account any amount required to be so remitted by the Special Servicer within one
(1) Business Day after the date such remittance was to be made; (C) the qualification, downgrade or withdrawal, or placing on
“watch status” in contemplation of a rating downgrade or withdrawal of the ratings of any class of certificates issued
in connection with any Non-Lead Securitization by the rating agencies rating such securities (and such qualification, downgrade,
withdrawal or “watch status” placement shall not have been withdrawn by such rating agencies within sixty (60) days
of actual knowledge of such event by the Master Servicer or the Special Servicer, as the case may be), and publicly citing


 






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servicing
concerns with the Master Servicer or Special Servicer, as applicable, as the sole or a material factor in such rating action;
and (D) the failure to provide to any Non-Lead Securitization Noteholder (if and to the extent required under the related Non-Lead
Securitization) reports required under the Exchange Act, and the rules and regulations thereunder, in a timely fashion. Upon the
occurrence of such a Servicer Termination Event with respect to the Master Servicer affecting a Non-Lead Securitization Noteholder
and the Master Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Trustee shall,
upon the direction of such Non-Lead Securitization Noteholder, require the appointment of a subservicer with respect to the related
Non-Lead Securitization Note. Upon the occurrence of a Servicer Termination Event with respect to the Special Servicer affecting
a Non-Lead Securitization Noteholder and the Special Servicer is not otherwise terminated pursuant to the Lead Securitization
Servicing Agreement, the Trustee shall, upon direction of such Non-Lead Securitization Noteholder, terminate the Special Servicer
with respect to, but only with respect to, the Mortgage Loan;


 


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


 


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


 


(xx)         the
rates at which Special Servicing Fees, Liquidation Fees and Workout Fees accrue or are determined shall not exceed 0.15% per
annum, 0.35% and 0.35%, respectively, subject to any minimum compensation provided for in the Lead Securitization Servicing
Agreement; and


 


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


 






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


 


(i)           
Each Non-Lead Securitization Noteholder shall be responsible for its pro rata share of any Nonrecoverable Advances (and advance
interest thereon) and any Trust Fund Expenses, but only to the extent that they relate to servicing and administration of the
Notes and the 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
Property Protection Advances or 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 funds in the collection account (or
equivalent account) established under the related Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization
Noteholder’s pro rata share of any such Nonrecoverable Advances (together with advance interest thereon) and/or other 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 Property), and (B) if the Lead Securitization Servicing Agreement permits the
Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee to reimburse itself from the Lead Securitization
Trust’s general account, then the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as
applicable, may do so, and the 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 the related Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization
Noteholder’s pro rata share of any such Nonrecoverable Advances (together with advance interest thereon) and/or 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 Property);


 


(ii)           
each of the Indemnified Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required to indemnify
each of such Indemnified Parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of
the Lead Securitization Servicing Agreement and, in the case of the Lead Securitization Trust, to the extent of any Trust Fund
Expenses with respect to the Mortgage Loan) by the related 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
that are allocated to the related 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 the related Non-Lead Securitization
Note’s pro rata share of the insufficiency out of general funds in the collection account (or equivalent account) established
under the related Non-Lead Securitization Servicing Agreement;


 






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


 


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


 


(h)              
The Lead Securitization Noteholder shall:


 


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


 


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


 


(i)                
The Servicing Agreement shall provide that compensating interest payments as defined therein with respect to, first, any A Notes
will be allocated by the Master Servicer between the A Notes, pro rata, in accordance with their respective Principal Balances,


 






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and
second, any B Notes in accordance with their respective Principal Balances. The Master Servicer shall remit any compensating interest
payment in respect of any Non-Lead Securitization Note to the applicable Non-Lead Securitization Noteholder.


 


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


 


(k)              
If a Non-Lead Securitization Note becomes the subject of an Asset Review pursuant to the related Non-Lead Securitization Servicing
Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with such Non-Lead
Asset Representations Reviewer in connection with such Asset Review by providing such Non-Lead Asset Representations Reviewer
with any documents reasonably requested by such Non-Lead Asset Representations Reviewer, but only to the extent that such documents
are in the possession of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be, and are
not in the possession of the Non-Lead Asset Representations Reviewer (and the Non-Lead Asset Representations Reviewer has informed
such party that it has first requested, and not received, the documents from the master servicer, special servicer and custodian
for the applicable Non-Lead Securitization).


 


Section 3.               
Subordination of the Subordinate Notes; Payments.


 


(a)               
The B Notes and the rights of the Note B Holders to receive payments of interest, principal and other amounts with respect to
any such B Note shall at all times be junior, subject and subordinate to the A Notes and the rights of the Note A Holders to receive
payments of interest, principal and other amounts with respect to the A Notes as and to the extent set forth herein.


 


(b)              
All amounts tendered by the Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage
Loan or the Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment,
Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan
or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration
or repair of the Property or released to the Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent
permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan
Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received
as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to the Master Servicer
or the Trustee under the Servicing Agreement, and (y) all amounts that are then due, payable or reimbursable to any Servicer,
Trustee, Certificate Administrator, Operating Advisor or Asset Representations Reviewer (excluding master servicing fees, trustee
fees, certificate administrator fees, operating advisor fees, asset representations reviewer fees, and principal and interest
Advances, all of which shall be payable to such party by the respective Noteholders in respect of which such fees accrued or such
Advances were made, in each case out of distributions


 






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made
in respect of each such Note, respectively (or, as and to the extent provided in the Servicing Agreement, out of Default Interest
and late payment charges collected on the Mortgage Loan), and excluding interest on principal and interest Advances which are
reimbursable pursuant to Section 3(c) below), with respect to the Mortgage Loan pursuant to the Servicing Agreement, shall
be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such
times as are set forth in the Servicing Agreement):


 


(i)           
first, to the Note A Holders, on a Pro Rata and Pari Passu Basis based on their respective entitlements, up to, in the case of
each Note A Holder, an amount equal to the accrued and unpaid interest on the Principal Balance for the related A Note at the
applicable Net Interest Rate;


 


(ii)           
second, to the Note B Holders, on a Pro Rata and Pari Passu Basis based on their respective entitlements, up to, in the case of
each Note B Holder, an amount equal to the accrued and unpaid interest on the Principal Balance for the related B Note at the
applicable Net Interest Rate;


 


(iii)         
third, to the Note A Holders, on a Pro Rata and Pari Passu Basis based on the respective Principal Balances of the A Notes, (i)
at any time that no Triggering Event of Default has occurred and is continuing, in an aggregate amount equal to the principal
payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until the Principal Balance
for each A Note has been reduced to zero, and (ii) at any time that a Triggering Event of Default has occurred and is continuing,
all remaining funds, if any, until the Principal Balance for each A Note has been reduced to zero;


 


(iv)         
fourth, to the Note B Holders, on a Pro Rata and Pari Passu Basis based on the respective Principal Balances of the B Notes, (i)
at any time that no Triggering Event of Default has occurred and is continuing, in an aggregate amount equal to the remaining
principal payments received, if any, with respect to such Monthly Payment Date with respect to the Mortgage Loan, until the Principal
Balance for each B Note has been reduced to zero, and (ii) at any time that a Triggering Event of Default has occurred and is
continuing, all remaining funds, if any, until the Principal Balance for each B Note has been reduced to zero;


 


(v)           
fifth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or Property exceed the amounts required
to be applied in accordance with the foregoing clauses (i)-(iv) and, as a result of a Workout the Principal Balances for the A
Notes have been reduced, such excess amount shall be paid to the Note A Holders, on a Pro Rata and Pari Passu Basis based on their
respective entitlements, up to, in the case of each Note A Holder, an amount equal to the reduction, if any, of the Principal
Balance for the related A Note as a result of such Workout, plus interest on such amount at the related Net Interest Rate;


 


(vi)         
sixth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or Property exceed the amounts required
to be applied in accordance with the foregoing clauses (i)-(v) and, as a result of a Workout the Principal Balances for the B


 






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Notes
have been reduced, such excess amount shall be paid to the Note B Holders, on a Pro Rata and Pari Passu Basis based on their respective
entitlements, up to, in the case of each Note B Holder, an amount equal to the reduction, if any, of the Principal Balance for
the related B Note as a result of such Workout, plus interest on such amount at the related Net Interest Rate;


 


(vii)         
seventh, to the Note A Holders on a Pro Rata and Pari Passu Basis based on their respective entitlements, up to, in the case of
each Note A Holder, an amount equal to all Prepayment Fees allocated to the related A Note in accordance with the Mortgage Loan
Agreement;


 


(viii)       
eighth, to the Note B Holders on a Pro Rata and Pari Passu Basis based on their respective entitlements, up to, in the case of
each Note B Holder, an amount equal to all Prepayment Fees allocated to the related B Note in accordance with the Mortgage Loan
Agreement;


 


(ix)         
ninth, to the extent assumption or transfer fees actually paid by the Borrower are not required to be otherwise applied under
the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional
Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage
Loan), any such assumption or transfer fees, to the extent actually paid by the Borrower, shall be paid to the Note A Holders,
pro rata, based on their respective Percentage Interests, and the Note B Holders, pro rata, based on their respective
Percentage Interests; and


 


(x)           
tenth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance
with the foregoing clauses (i)-(ix), any remaining amount shall be paid to the Note A Holders and the Note B Holders, pro rata
in accordance with their respective initial Percentage Interests in the Mortgage Loan.


 


(c)               
All payments of principal on the Notes shall be made in Sequential Order. All expenses and losses relating to the Mortgage Loan
and the Property (including without limitation losses of principal and interest, Property Protection Advances, Advance Interest
Amounts, Special Servicing Fees, Liquidation Fees and Workout Fees), Appraisal Reduction Amounts and certain other trust expenses,
shall be allocated to the Notes in Reverse Sequential Order. Notwithstanding anything to the contrary herein, if an Advance of
principal or interest is made with respect to any Note, then Advance Interest Amounts thereon shall only be reimbursed from Default
Interest and late payment charges collected on the Mortgage Loan, as and to the extent provided in the Servicing Agreement, from
amounts paid by the Borrower to cover such Advance Interest Amounts and otherwise (i) in the case of the A Notes, first,
out of any amounts received with respect to the Mortgage Loan that would otherwise be distributable to the Note B Holders, and
second, out of any amounts received with respect to the Mortgage Loan that would otherwise be distributable to the holder
of such Note as to which the Advance of principal or interest was made, and (ii) in the case of the B Notes, out of any amounts
received with respect to the Mortgage Loan that would otherwise be distributable to the holders of such Note as to which the Advance
of principal or interest was made.


 






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Section 4.               
Administration of the Mortgage Loan.


 


(a)              
Subject to this Agreement (including, without limitation, Section 4(f) below) and the Servicing Agreement and consistent
with the Accepted Servicing Practices, the Lead Securitization Noteholder (or any Servicer acting on behalf of the Lead Securitization
Noteholder) 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 Borrower or any other party to the Mortgage Loan Documents,
call or waive any Event of Default, accelerate the Mortgage Loan or institute any foreclosure action or other remedy and no other
Noteholder shall have any voting, consent or other rights whatsoever with respect to the Lead Securitization Noteholder’s
administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan except as set forth in this Agreement
and the Servicing Agreement including the rights of any Noteholder in its capacity as the Controlling Noteholder to consent to
the Major Decisions set forth in this Agreement. Subject to this Agreement and the Servicing Agreement (including, without limitation,
Section 4(f) below) and consistent with the Accepted Servicing Practices, each Noteholder (other than the Lead Securitization
Noteholder) agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys to the Lead Securitization
Noteholder (or any Servicer acting on behalf of the Lead Securitization Noteholder) the rights, if any, that such Noteholder has
to, (i) call or cause the Lead Securitization Noteholder to call an Event of Default under the Mortgage Loan, or (ii) exercise
any remedies with respect to the Mortgage Loan or the Borrower, including, without limitation, filing or causing the Lead Securitization
Noteholder to file any bankruptcy petition against the Borrower. The Lead Securitization Noteholder (or any Servicer acting on
behalf of the Lead Securitization Noteholder) shall not have any fiduciary duty to any Non-Lead Noteholder in connection with
the administration of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization Noteholder from the obligation
to make any disbursement of funds as set forth herein).


 


Upon
the Mortgage Loan becoming a Defaulted Mortgage Loan, each Non-Lead Noteholder hereby acknowledges the right and obligation of
the Lead Securitization Noteholder (or the Special Servicer acting on behalf of the Lead Securitization Noteholder) to sell each
Non-Lead Note together with the Lead Securitization Note (and any other Notes included in the Lead Securitization) as notes evidencing
one whole loan in accordance with the terms of the Servicing Agreement. In connection with any such sale, the Special Servicer
shall be required to sell each Note together with the Lead Securitization Note in the manner set forth in the Servicing Agreement
and shall be required to require that all offers be submitted to the Trustee in writing and be accompanied by a refundable deposit
of cash in an amount equal to 5% of the offer amount (subject to a cap of $2,500,000). Whether any cash offer constitutes a fair
price for such Notes shall be determined by the Trustee; provided, that no offer from an Interested Person shall constitute
a fair price unless (i) it is the highest offer received and (ii) at least two bona fide other offers are received from
independent third parties. In determining whether any offer received represents a fair price for such Notes, the Trustee shall
be supplied with and shall rely on the most recent Appraisal or updated Appraisal conducted in accordance with the Servicing Agreement
within the preceding nine (9) month period or, in the absence of any such Appraisal, on a new Appraisal. The Trustee shall select
the Appraiser conducting any such new Appraisal. In determining whether any such offer constitutes a fair price for such Notes,
the Trustee shall instruct the Appraiser to take into


 






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account
(in addition to the results of any Appraisal or updated Appraisal that it may have obtained pursuant to the Servicing Agreement),
as applicable, among other factors, the period and amount of any delinquency on the affected Notes, the occupancy level and physical
condition of the related Property and the state of the local economy. The Trustee may conclusively rely on the opinion of an Independent
Appraiser or other Independent expert in real estate matters retained by the Trustee at the expense of the Noteholders in connection
with making such determination. Notwithstanding the foregoing, the Lead Securitization Noteholder (or the Special Servicer acting
on behalf of the Lead Securitization Noteholder) shall not be permitted to sell the Non-Lead Securitization Notes if they become
a Defaulted Mortgage Loan without the written consent of each Non-Lead Securitization Noteholder (provided that such consent
is not required if such Non-Lead Securitization Noteholder is a Borrower Restricted Party) unless the Special Servicer has delivered
to such Non-Lead Securitization Noteholder: (a) at least fifteen (15) Business Days’ prior written notice of any decision
to attempt to sell the Non-Lead Securitization Notes; (b) at least ten (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 ten (10) days prior to the proposed sale date, a copy of the most recent Appraisal for the Mortgage
Loan, and any documents in the servicing file maintained by the Master Servicer and/or Special Servicer with respect to the Mortgage
Loan reasonably requested by such Non-Lead Securitization Noteholder that are material to the price of the Non-Lead Securitization
Notes 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 Controlling Noteholder) 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 Special Servicer in connection with the proposed sale; provided,
that such Non-Lead Securitization Noteholder may waive any of the delivery or timing requirements set forth in this sentence.
Subject to the terms of the Servicing Agreement, each of the Controlling Noteholder, the Controlling Class Representative, any
other Noteholder (or any controlling class representative or directing holder on its behalf under the Non-Lead Securitization
Servicing Agreement) shall be permitted to bid at any sale of the Non-Lead Securitization Note unless such Person is a Borrower
Restricted Party.


 


Each
Non-Lead Noteholder hereby appoints the Lead Securitization Noteholder as its agent, and grants to the Lead Securitization Noteholder
an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of soliciting and accepting offers
for and consummating the sale of its Non-Lead Note. Each Non-Lead Noteholder further agrees that, upon the request of the Lead
Securitization Noteholder, such Non-Lead Noteholder shall execute and deliver to or at the direction of Lead Securitization Noteholder
such powers of attorney or other instruments as the Lead Securitization Noteholder may reasonably request to better assure and
evidence the foregoing appointment and grant, in each case promptly following request, and shall deliver its original Non-Lead
Note endorsed in blank, to or at the direction of the Lead Securitization Noteholder in connection with the consummation of any
such sale.


 


The
authority and obligation of the Lead Securitization Noteholder to sell each Non-Lead Note, and the obligations of each Non-Lead
Noteholder to execute and deliver instruments or deliver its Non-Lead Note upon request of the Lead Securitization Noteholder,
shall terminate and cease to be of any further force or effect upon the date, if any, upon which no Note is held in a Securitization.
The preceding sentence shall not be construed to grant to any Non-Lead Noteholder the benefit of any representation or warranty
made by such seller or any


 






     37


     


    

 


document
delivery obligation imposed on such seller under any mortgage loan purchase and sale agreement, instrument of transfer or other
document or instrument that may be executed or delivered by such seller in connection with the Lead Securitization.


 


(b)              
The administration of the Mortgage Loan shall be governed by this Agreement and the Servicing Agreement. Each Noteholder agrees
to be bound by the terms of the Servicing Agreement. The Lead Securitization Noteholder (or the Master Servicer on its behalf)
shall service the Mortgage Loan in accordance with the terms of this Agreement, including without limitation, the rights of the
Controlling Noteholder set forth in Section 4(f) below and consistent with the Accepted Servicing Practices. Servicing
of the Mortgage Loan shall be carried out by the Master Servicer and, if the Mortgage Loan is a Specially Serviced Mortgage Loan,
by the Special Servicer, in each case pursuant to the Servicing Agreement and consistent with the Accepted Servicing Practices.
Notwithstanding anything to the contrary contained herein, in accordance with the Servicing Agreement, the Lead Securitization
Noteholder shall cause the Master Servicer and the Special Servicer to service and administer the Mortgage Loan in accordance
with the Accepted Servicing Practices, taking into account the interests of the Noteholders as a collective whole, in each case
subject to the terms and conditions of this Agreement, and any Non-Lead Securitization Noteholder that is not a Borrower Restricted
Party shall be deemed a third party beneficiary of such provisions of the Servicing Agreement. The foregoing provisions of this
Section 4(b) shall not limit or modify the rights of the Controlling Noteholder and/or the Controlling Noteholder
Representative to exercise their respective rights specifically set forth under this Agreement.


 


(c)               
Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Servicing Agreement
and this Agreement (including, without limitation, Sections 4(f) and (5), if the Lead Securitization Noteholder
in connection with a Workout of the Mortgage Loan modifies the terms thereof such that (i) the unpaid principal balance of
the Mortgage Loan is decreased, (ii) the Interest Rate or scheduled amortization payments on such Mortgage Loan are reduced,
(iii) payments of interest or principal on such Mortgage Loan are waived, reduced or deferred or (iv) any other adjustment
(other than an increase in the Interest Rate or increase in scheduled amortization payments) is made to any of the terms of the
Mortgage Loan, such waiver, modification or amendment shall be effected, to the maximum extent reasonably possible, in a manner
consistent with the payment priority set forth in Section 3(b), and to the extent it is not, payments to the Note A Holders
and the Note B Holder pursuant to Section 3 shall be made as though such Workout did not occur, with the payment terms
of each Note remaining the same as they are on the date hereof, and, in any event, the full economic effect of all waivers, reductions
or deferrals of amounts due on the Mortgage Loan attributable to such Workout shall be borne by the Noteholders in a manner consistent
with the payment priorities in Section 3. Subject to the Servicing Agreement and this Agreement (including without limitation
Sections 4(f) and 5), in the case of any modification or amendment described above, the Lead Securitization
Noteholder will have the sole authority and ability to revise the payment provisions set forth in Section 3 above
in a manner that reflects the subordination of the B Notes to the A Notes with respect to the loss that is the result of such
amendment or modification, including: (i) the ability to increase the Percentage Interest of an A Note, and to increase or
reduce, as applicable, the Percentage Interest of a B Note, in a manner that reflects a loss in principal as a result of such
amendment or modification and (ii) the ability to change the Interest Rate applicable to a Note in order to reflect a reduction
in the Interest Rate of the Mortgage Loan but shall not be


 






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permitted
to change the order of the clauses set forth in Section 3 hereof. Notwithstanding the foregoing, if any Workout, modification
or amendment of the Mortgage Loan extends the original maturity date of the Mortgage Loan, for purposes of this paragraph, the
Balloon Payment will be deemed not to be due on the original maturity date of the Mortgage Loan but will be deemed due on the
extended maturity date of the Mortgage Loan.


 


(d)              
All rights and obligations of the Lead Securitization Noteholder described hereunder may be exercised by the Master Servicer on
behalf of the Lead Securitization Noteholder in accordance with the Servicing Agreement and this Agreement. Each Non-Lead Securitization
Noteholder shall be provided access to any website that an investor would be permitted to access in accordance with the procedures
set forth in the Servicing Agreement, it being understood and agreed that each Non-Lead Securitization Noteholder is subject to
any restrictions on the access to such websites contained in the Servicing Agreement.


 


(e)               
If any Note is included as an asset of a REMIC, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage
Loan shall be administered such that the Notes shall each qualify at all times as (or as interests in) a “qualified mortgage”
within the meaning of Section 860G(a)(3) of the Code; (ii) any real property (and related personal property) acquired by
or on behalf of the Noteholders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure
of the Mortgage or lien on such property following a default on the Mortgage Loan shall be administered so that the interests
of the Noteholders therein shall at all times qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
of the Code; and (iii) no Servicer may modify, waive or amend any provision of the Mortgage Loan, consent to or withhold consent
from any action of the Borrower, or exercise or refrain from exercising any powers or rights which the Noteholders may have under
the Mortgage Loan Documents, if any such action would constitute a “significant modification” of the Mortgage Loan,
within the meaning of Section 1.860G-2(b) of the regulations of the United States Department of the Treasury, more than three
months after the earliest startup day of any REMIC which includes the Lead Securitization Note (or any portion thereof). The Noteholders
agree that the provisions of this Section 4(e) shall be effected by compliance by the Lead Securitization Noteholder
or its assignees with this Agreement or the Servicing Agreement or any other agreement which governs the administration of the
Mortgage Loan or the Lead Securitization Noteholder’s interests therein. All costs and expenses of compliance with this
Section 4(e), to the extent that such costs and expenses relate to administration of a REMIC or to any determination
respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense,
shall be borne by each Noteholder with respect to the REMIC containing the Note owned by such Noteholder.


 


Anything
herein or in the Servicing Agreement to the contrary notwithstanding, in the event that a Note is included in a REMIC and the
other Notes are not, the other Noteholders shall not be required to reimburse such Noteholder that deposited its Note in the REMIC
or any other Person for payment of (i) any taxes imposed on such REMIC, (ii) any costs or expenses relating to the administration
of such REMIC or to any determination respecting the amount, payment or avoidance of any tax under such REMIC or (iii) any advances
for any of the foregoing or any interest thereon or for deficits in other items of disbursement or income resulting from the use
of funds for payment of any such taxes, costs or expenses or advances, nor shall any


 






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disbursement
or payment otherwise distributable to either such other Noteholder be reduced to offset or make-up any such payment or deficit.


 


(f)               
(i)        Subject to clauses (ii) or (iii) below, with respect to any consent, modification,
amendment or waiver under or other action in respect of the Mortgage Loan (whether or not a Servicing Transfer Event has occurred
and is continuing) that would constitute a Major Decision, the Servicer shall provide the Controlling Noteholder (or its Controlling
Noteholder Representative) with at least ten (10) Business Days (or, in the case of a determination of an Acceptable Insurance
Default, twenty (20) days) prior notice requesting consent to the requested Major Decision. The Servicer shall not take any action
with respect to such Major Decision (or make a determination not to take action with respect to such Major Decision), unless and
until the Special Servicer receives the written consent of the Controlling Noteholder (or its Controlling Noteholder Representative)
before implementing a decision with respect to such Major Decision; provided that following the securitization of the Note that
entitles its holder to be the Controlling Noteholder, the provisions of the Lead Servicing Agreement shall govern the consent
and consultation rights under this Agreement.


 


(ii)                If
the Lead Securitization Noteholder (or the Master Servicer acting on its behalf) has not received a response from the Controlling
Noteholder (or its Controlling Noteholder Representative) with respect to such Major Decision within five (5) Business Days after
delivery of the notice of a Major Decision, the Lead Securitization Noteholder (or the Special Servicer acting on its behalf)
shall deliver an additional copy of the notice of a Major Decision in all caps bold 14-point font: “THIS IS A SECOND NOTICE.
FAILURE TO RESPOND WITHIN FIVE (5) BUSINESS DAYS OF THIS SECOND NOTICE WILL RESULT IN A LOSS OF YOUR RIGHT TO CONSENT WITH RESPECT
TO THIS DECISION.” and if the Controlling Noteholder (or its Controlling Noteholder Representative) fails to respond to
the Lead Securitization Noteholder (or the Special Servicer acting on its behalf) with respect to any such proposed action within
five (5) Business Days after receipt of such second notice, the Controlling Noteholder (or its Controlling Noteholder Representative),
as applicable, shall have no further consent rights with respect to the specific action set forth in such notice. Notwithstanding
the foregoing, or if a failure to take any such action at such time would be inconsistent with the Accepted Servicing Practices,
the Master Servicer may take actions with respect to such Property before obtaining the consent of the Controlling Noteholder
(or its Controlling Noteholder Representative) if the Master Servicer reasonably determines in accordance with the Accepted Servicing
Practices that failure to take such actions prior to such consent would materially and adversely affect the interest of the Noteholders
as a collective whole, and the Master Servicer has made a reasonable effort to contact the Controlling Noteholder. The foregoing
shall not relieve the Lead Securitization Noteholder (or a Servicer acting on its behalf) of its duties to comply with the Accepted
Servicing Practices.


 


(iii)               Notwithstanding
the foregoing, the Lead Securitization Noteholder (or any Servicer acting on its behalf) shall not follow any advice or consultation
provided by the Controlling Noteholder (or its Controlling Noteholder Representative) that would require or cause the Lead Securitization
Noteholder (or any Servicer acting on its behalf) to violate any applicable law, including the REMIC Provisions, be inconsistent
with the Accepted Servicing Practices, require or cause the Lead Securitization Noteholder (or any Servicer acting on its behalf)
to violate provisions of this Agreement or the Servicing Agreement, require or cause the Lead Securitization


 






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Noteholder
(or any Servicer acting on its behalf) to violate the terms of the Mortgage Loan, or materially expand the scope of the Lead Securitization
Noteholder’s (or any Servicer acting on its behalf) responsibilities under this Agreement or the Servicing Agreement.


 


The
Special Servicer shall be required to (A) provide copies to each Senior Noteholder that is a Non-Controlling Noteholder of any
notice, information and report that is (or, without regard to the occurrence of any control termination event, consultation termination
event or similar event, would be) required to be provided to the Controlling Noteholder or its representative pursuant to the
Servicing Agreement with respect to any Major Decisions, or the implementation of any recommended actions outlined in an Asset
Status Report, within the same time frame that such notice, information and report is (or, if applicable, would be) required to
be provided to the Controlling Noteholder or its representative, and (B) consult with each Senior Noteholder that is a Non-Controlling
Noteholder or its representative on a strictly non-binding basis, if after having received such notices, information and reports,
any such Non-Controlling Noteholder requests consultation with respect to any such Major Decisions or the implementation of any
recommended actions outlined in an Asset Status Report, and consider alternative actions recommended by such Non-Controlling Noteholder
or its representative; provided that after the expiration of a period of ten (10) Business Days from the delivery to any
such Non-Controlling Noteholder by the Special Servicer of written notice of a proposed action, together with copies of the notice,
information and reports, the Special Servicer shall no longer be obligated to consult with such Non-Controlling Noteholder, whether
or not such Non-Controlling Noteholder has responded within such ten (10) Business Day period. Notwithstanding the consultation
rights of any Senior Noteholder that is a Non-Controlling Noteholder set forth in the immediately preceding sentence, the Special
Servicer may make any Major Decision or take any recommended action outlined in an asset status report before the expiration of
the aforementioned ten (10) Business Day period if the Special Servicer determines that immediate action with respect thereto
is necessary to protect the interests of the Noteholders. In no event shall the Special Servicer be obligated at any time to follow
or take any alternative actions recommended by a Non-Controlling Noteholder.


 


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


 


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


 


(h)              
Notwithstanding anything to the contrary contained herein or in the Servicing Agreement, if at any time a Borrower Restricted
Party is a Noteholder (a “Borrower Party Noteholder”), then (i) such Borrower Party Noteholder shall not have
any rights as a Controlling Noteholder or a Controlling Class Representative, (ii) such Borrower Party Noteholder shall have no
right to appoint or terminate the Master Servicer or Special Servicer, (iii) such Borrower Party Noteholder shall have no right
to consult with or advise the Master Servicer or Special Servicer, and shall have no right to review and approve or comment on
any Asset Status Report and (iv) in each and every instance where, pursuant to this Agreement or the Servicing Agreement, the
Master Servicer or Special Servicer must take into account the interests of each


 






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Noteholder
(or words of similar import), such consideration shall be given to the Borrower Party Noteholder only in its capacity as a holder
of the applicable Note.


 


Section 5.               
Appointment of Controlling Noteholder Representative.


 


(a)               
The Controlling Noteholder shall have the right at any time to appoint a controlling noteholder representative to exercise its
rights hereunder (the “Controlling Noteholder Representative”). The Controlling Noteholder shall have the right
in its sole discretion at any time and from time to time to remove and replace the Controlling Noteholder Representative. When
exercising its various rights under Section 4 and elsewhere in this Agreement, the Controlling Noteholder may, at
its option, in each case, act through the Controlling Noteholder Representative. The Controlling Noteholder Representative may
be any Person (other than a Borrower Restricted Party), including, without limitation, the Controlling Noteholder, any officer
or employee of the Controlling Noteholder, any Affiliate of the Controlling Noteholder or any other unrelated third party. No
such Controlling Noteholder Representative shall owe any fiduciary duty or other duty to any other Person (other than the Controlling
Noteholder). All actions that are permitted to be taken by the Controlling Noteholder under this Agreement may be taken by the
Controlling Noteholder Representative acting on behalf of the Controlling Noteholder and other Noteholders (and any Servicer)
will accept such actions of the Controlling Noteholder Representative as actions of the Controlling Noteholder. The Lead Securitization
Noteholder (or any Servicer on its behalf) shall not be required to recognize any Person as a Controlling Noteholder Representative
until the Controlling Noteholder has notified the Lead Securitization Noteholder (and any Servicer) of such appointment and, if
the Controlling Noteholder Representative is not the same Person as the Controlling Noteholder, the Controlling Noteholder Representative
provides the Lead Securitization Noteholder (and any Servicer) with written confirmation of its acceptance of such appointment,
an address, any fax number and any email address for the delivery of notices and other correspondence and a list of officers or
employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses, telephone
numbers, any fax numbers and any email addresses). The Controlling Noteholder shall promptly deliver such information to any Servicer.
None of the Servicers, the Certificate Administrator or the Trustee shall be required to recognize any Person as a Controlling
Noteholder Representative until they receive such information from the Controlling Noteholder. The Controlling Noteholder agrees
to inform each such Servicer or Trustee of the then-current Controlling Noteholder Representative.


 


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


 






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Representative
nor such Controlling Noteholder will be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged
in willful misfeasance or to have recklessly disregarded any exercise of its rights by reason of its having acted or refrained
from acting solely in the interests of any Noteholder.


 


(c)               
The other Noteholders acknowledge and agree all of the aforementioned rights and obligations of the Controlling Noteholder and
the Controlling Noteholder Representative set forth in Sections 4(f) and this Section 5 shall be exercisable
by the applicable Person specified in the Servicing Agreement as and to the extent set forth in the Servicing Agreement.


 


Section 6.               
Special Servicer. The Controlling Noteholder (or its Controlling Noteholder Representative), at its expense (including,
without limitation, the reasonable costs and expenses of counsel to any third parties and costs and expenses of the terminated
Special Servicer), shall have the right, at any time from time to time, to appoint a replacement Special Servicer with respect
to the Mortgage Loan. The Controlling Noteholder (or its Controlling Noteholder Representative) shall be entitled to terminate
the rights and obligations of the Special Servicer under the Servicing Agreement, with or without cause, upon at least ten (10)
Business Days’ prior written notice to the Special Servicer (provided, however, that the Controlling Noteholder and/or Controlling
Noteholder Representative shall not be liable for any termination or similar fee in connection with the removal of the Special
Servicer in accordance with this Section 6); such termination shall not be effective unless and until (A) each Rating
Agency delivers a Rating Agency Confirmation (to the extent any portion of the Mortgage Loan has been securitized); (B) the initial
or successor Special Servicer has assumed in writing (from and after the date such successor Special Servicer becomes the Special
Servicer) all of the responsibilities, duties and liabilities of the Special Servicer under the Servicing Agreement from and after
the date it becomes the Special Servicer as they relate to the Mortgage Loan pursuant to an assumption agreement reasonably satisfactory
to the Trustee; and (C) the Trustee shall have received an opinion of counsel reasonably satisfactory to the Trustee to the effect
that (x) the designation of such replacement to serve as Special Servicer is in compliance with the Servicing Agreement, (y) such
replacement will be bound by the terms of the Servicing Agreement with respect to such Mortgage Loan and (z) subject to customary
qualifications and exceptions, the applicable Servicing Agreement will be enforceable against such replacement in accordance with
its terms. The Lead Securitization Noteholder shall promptly provide copies to any terminated Special Servicer of the documents
referred to in the preceding sentence. The Lead Securitization Noteholder will reasonably cooperate with the Controlling Noteholder
in order to satisfy the foregoing conditions, including the Rating Agency Confirmation.


 


Section 7.               
Payment Procedure.


 


(a)               
The Lead Securitization Noteholder (or the Master Servicer on its behalf), in accordance with the priorities set forth in Section 3
and subject to the terms of the Servicing Agreement, will deposit or cause to be deposited all payments allocable to the Notes
to the Collection Account or Companion Distribution Account for the Notes established pursuant to the Servicing Agreement. The
Lead Securitization Noteholder (or the Master Servicer on its behalf) shall establish a segregated sub-account for amounts due
to each Noteholder. The Lead Securitization Noteholder (or the Master Servicer acting on its behalf) shall deposit such amounts


 






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to
the applicable account within two (2) Business Days following the Lead Securitization Noteholder’s (or the Master Servicer’s
acting on its behalf) receipt of properly identified and available funds from or on behalf of the Borrower.


 


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


 


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


 


(d)              
Each Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage
Loan in excess of its distributable share thereof, it will promptly remit such excess to the Lead Securitization Noteholder (or
the Master Servicer on its behalf) subject to this Agreement and the Servicing Agreement and to be distributed pursuant to the
terms of this Agreement. The Lead Securitization Noteholder (or the Master Servicer on its behalf) shall have the right to offset
any amounts due hereunder from any other Noteholder, as applicable, with respect to the Mortgage Loan against any future payments
due to such other Noteholder, as applicable, under the Mortgage Loan, provided, that each Noteholder’s obligations
under this Section 7 are separate and distinct obligations from one another and in no event shall the Lead Securitization
Noteholder (or the Master Servicer on its behalf) enforce the obligations of one Noteholder against another Noteholder. Each Noteholder’s
obligations under this Section 7 constitute absolute, unconditional and continuing obligations.


 


Section 8.               
Limitation on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf, but only
to the extent that the Servicing Agreement does not impose any other standard upon any Servicer, in which case the Servicing Agreement
shall control) shall have any liability to any other Noteholder except with respect to losses actually suffered due to the gross
negligence, willful misconduct or breach of this Agreement on the part of such Noteholder.


 






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Each
Subordinate Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization
Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Accepted Servicing Practices, the
Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization
Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such
Subordinate Noteholder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever
to such Subordinate Noteholder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission
by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, however,
that such Servicer must act in accordance with the Accepted Servicing Practices.


 


Each
Subordinate Noteholder acknowledges that, subject to the terms and conditions hereof and the obligation of any Non-Lead Securitization
Noteholder (including any Non-Lead Servicer) to comply with, and except as otherwise required by, the Accepted Servicing Practices
(as if such standard was applicable to any Non-Lead Securitization Noteholder as a “servicer” thereunder), each Non-Lead
Securitization Noteholder (including any Non-Lead Servicer) may exercise, or omit to exercise, any rights that such Non-Lead Securitization
Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such
Subordinate Noteholder and that any Non-Lead Securitization Noteholder (including any Non-Lead Servicer) shall have no liability
whatsoever to such Subordinate Noteholder in connection with any Non-Lead Securitization Noteholder’s exercise of rights
or any omission by a Non-Lead Securitization Noteholder to exercise such rights other than as described above; provided,
however, that the Non-Lead Servicer must act in accordance with the servicing standard under the Non-Lead Securitization
Servicing Agreement.


 


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


 


Section 9.               
Bankruptcy. Subject to the provisions of Section 4(f) hereof and the Accepted Servicing Practices, each Noteholder
hereby covenants and agrees that only the Lead Securitization Noteholder (or the Master Servicer on its behalf) has the right
to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any
such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the
Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with
respect to the Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs
of the Borrower. Subject to the provisions of Section 4(f) hereof and the Accepted Servicing Practices, each Noteholder further
agrees that only the Lead Securitization Noteholder, as a creditor, can make any election, give any consent, commence any action
or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Borrower


 






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under
the Bankruptcy Code or in any other Insolvency Proceeding. Subject to the provisions of Section 4(f), the Noteholders hereby
appoint the Lead Securitization Noteholder as their agent, and grant to the Lead Securitization Noteholder an irrevocable power
of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all
actions available to the Noteholders (including the Controlling Noteholder) in connection with any case by or against the Borrower
under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute
any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect
to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan.
The Noteholders, hereby agree that, upon the request of the Lead Securitization Noteholder but subject to the provisions of Section 4(f),
each other Noteholder shall execute, acknowledge and deliver to the Lead Securitization Noteholder all and every such further
deeds, conveyances and instruments as the Lead Securitization Noteholder may reasonably request for the better assuring and evidencing
of the foregoing appointment and grant. All actions taken by any Servicer in connection with any Insolvency Proceeding are subject
to and must be in accordance with the Accepted Servicing Practices.


 


Section 10.           
Representations of the Subordinate Noteholders. Each Subordinate Noteholder represents, solely as to itself and its Subordinate
Note, and it is specifically understood and agreed, that it is acquiring such Note for its own account in the ordinary course
of its business and none of the other Noteholders shall have any liability or responsibility to such Subordinate Noteholder except
(i) as expressly provided herein or (ii) for actions that are taken or omitted to be taken by such other Noteholder that constitute
gross negligence or willful misconduct or that constitute a breach of this Agreement. Each Subordinate Noteholder represents and
warrants solely as to itself that the execution, delivery and performance of this Agreement is within its corporate powers, has
been duly authorized by all necessary corporate action, and does not contravene its charter or any law or contractual restriction
binding upon such Subordinate Noteholder, and that this Agreement is the legal, valid and binding obligation of such Subordinate
Noteholder enforceable against such Subordinate Noteholder in accordance with its terms, except as such enforcement may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights
generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity
or at law), and except that the enforcement of rights with respect to indemnification and contribution obligations may be limited
by applicable law. Each Subordinate Noteholder represents and warrants solely as to itself that it is duly organized, validly
existing, in good standing and possesses of all licenses and authorizations necessary to perform its obligations hereunder. Each
Subordinate Noteholder represents and warrants as to itself that (a) this Agreement has been duly executed and delivered by such
Subordinate Noteholder, (b) to such Subordinate Noteholder’s actual knowledge, all consents, approvals, authorizations,
orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance
of this Agreement by such Subordinate Noteholder have been obtained or made and (c) to such Subordinate Noteholder’s actual
knowledge, there is no pending action, suit or proceeding, arbitration or governmental investigation against such Subordinate
Noteholder, an adverse outcome of which would materially and adversely affect its performance under this Agreement.


 


Each
Subordinate Noteholder acknowledges that no other Noteholder owes such Subordinate Noteholder any fiduciary duty with respect
to any action taken under the Mortgage


 






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Loan
Documents and, except as provided herein, need not consult with such Subordinate Noteholder with respect to any action taken by
such other Noteholder, as applicable, in connection with the Mortgage Loan.


 


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


 


Section 11.           
Representations of each Initial Noteholder. Each Initial Noteholder represents and warrants that the execution, delivery
and performance of this Agreement is within its corporate powers, has been duly authorized by all necessary corporate action,
and does not contravene such Noteholder’s charter or any law or contractual restriction binding upon such Noteholder and
that this Agreement is the legal, valid and binding obligation of such Noteholder as applicable enforceable against it in accordance
with its terms. Each Initial Noteholder represents and warrants that it is duly organized, validly existing, in good standing
and possession of all licenses and authorizations necessary to carry on its respective business. Each Initial Noteholder represents
and warrants that (a) this Agreement has been duly executed and delivered by such Noteholder, (b) to such Noteholder’s actual
knowledge, all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if
any, required for the execution, delivery and performance of this Agreement by such Noteholder have been obtained or made and
(c) to such Noteholder’s actual knowledge, there is no pending action, suit or proceeding, arbitration or governmental investigation
against such Noteholder, an adverse outcome of which would materially and adversely affect its performance under this Agreement.


 


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


 


Section 12.           
Independent Analysis of the Subordinate Noteholders. Each Subordinate Noteholder acknowledges that it has, independently
and without reliance upon any Initial Noteholder, except with respect to the representations and warranties provided by an Initial
Noteholder herein and in any documents or instruments executed and delivered by the such Initial Noteholder in connection herewith
(including the representations and warranties provided in the agreement pursuant to which it acquired its Subordinate Note), and
based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to purchase such
Subordinate Note and such Subordinate Noteholder accepts responsibility therefor. Each Subordinate Noteholder hereby acknowledges
that, other than the representations and warranties provided herein and in such other documents or instruments, no Initial Noteholder
has made any representations or warranties with respect to the Mortgage Loan, subject to such representations and warranties as
provided by such Initial Noteholder herein and in such other documents and instruments, and that no Initial Noteholder shall have
any responsibility for (i) the collectability of the Mortgage Loan, (ii) the validity, enforceability or legal effect of any of
the Mortgage Loan Documents or the title insurance policy or policies or any survey furnished or to be furnished to


 






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an
Initial Noteholder in connection with the origination of the Mortgage Loan, (iii) the validity, sufficiency or effectiveness of
the lien created or to be created by the Mortgage Loan Documents, or (iv) the financial condition of the Borrower. Each Subordinate
Noteholder assumes all risk of loss in connection with its Note except as specifically set forth herein.


 


Section 13.           
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 or among any of the Noteholders as a partnership,
association, joint venture or other entity. None of the Noteholders shall have any obligation whatsoever to offer to any other
Noteholder the opportunity to purchase a Note interest in any future loans originated by such Noteholder or its Affiliates, and
if such Noteholder chooses to offer to any other Noteholder the opportunity to purchase a Note interest in any future mortgage
loans originated by the such Noteholder or their respective Affiliates, such offer shall be at such purchase price and interest
rate as the offering Noteholder chooses, in its sole and absolute discretion. No Noteholder shall have any obligation whatsoever
to purchase from any other Noteholder an interest in any future loans originated by such Noteholder or their respective Affiliates.


 


Section 14.           
Not a Security. No Note shall be deemed to be a security within the meaning of the Securities Act of 1933 or the Securities
Exchange Act of 1934.


 


Section 15.           
Other Business Activities of the Noteholders. Each Noteholder acknowledges that each other Noteholder or its Affiliates
may make loans or otherwise extend credit to, and generally engage in any kind of business with, (i) (a) the Borrower or (b) any
direct or indirect parent of the Borrower or (c) any Affiliate of the Borrower or (d) any Affiliate of any direct or indirect
parent of the Borrower, (ii) any entity that is a holder of debt secured by direct or indirect ownership interests in the Borrower
or any Affiliate of the holder of such debt, or (iii) any entity that is a holder of a preferred equity interest in the Borrower
or any Affiliate of a holder of such preferred equity (each, a “Borrower Related Party”), and receive payments
on such other loans or extensions of credit to 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 16.           
Sale of the Notes.


 


(a)               
Each Subordinate Noteholder agrees that it will not Transfer all or any portion of its Note except in accordance with this Section 16.
Each Subordinate Noteholder shall have the right, without the need to obtain the consent of any other Noteholder or any other
Person, to Transfer 49% or less (in the aggregate) of its interest in its Note to any Person, provided that any such Transfer
shall be made in accordance with the terms of this Section 16. Each Subordinate Noteholder shall have the right to
Transfer its entire Note or any portion thereof exceeding 49%, (i) to a Qualified Institutional Lender, provided, that (except
in the case of a Transfer to the Lead Securitization) promptly after the Transfer each Senior Noteholder is provided with (x)
a representation from a transferee or such Subordinate Noteholder certifying that such transferee is a Qualified Institutional
Lender, and (y) a copy of the assignment and assumption agreement referred to in Section 17 and provided, further,
that such transfer would not cause such Note to be held by more than five persons nor cause there to be no one person owning a
majority of such Note and (ii) to an entity that is not a Qualified Institutional Lender, provided that with respect to this


 






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clause
(ii), such Subordinate Noteholder obtains (1) prior to the Lead Securitization Date, the consent of the Lead Securitization Noteholder
and each other Senior Noteholder, each such consent not to be unreasonably withheld, conditioned or delayed, and (2) after the
Lead Securitization Date, Rating Agency Confirmation (and for avoidance of doubt, no consent of the Lead Securitization Noteholder
or other Senior Noteholder shall be required after the closing of the Lead Securitization); provided that in each of case
(1) and (2), (x) promptly after the Transfer each Senior Noteholder is provided with a copy of the assignment and assumption agreement
referred to in Section 17 and (y) such transfer would not cause the subject Note to be held by more than five persons;
and provided further, however, that if such transfer would cause there to be no one person owning a majority of the subject
Note, then such transfer will not be permitted unless persons owning a majority of the subject Note designate one of such persons
to act on behalf of such persons owning such majority. If the subject Note is held by more than one Noteholder at any time, the
holders of a majority of interest in the subject Note shall immediately appoint a representative to exercise all rights of such
Subordinate Noteholder hereunder. Notwithstanding the foregoing, without the Lead Securitization Noteholder’s prior consent,
which may be withheld in the Lead Securitization Noteholder’s sole and absolute discretion, no Subordinate Noteholder shall
Transfer all or any portion of its Note to a Borrower Restricted Party and any such Transfer shall be absolutely null and void
and shall vest no rights in the purported transferee. Each Subordinate Noteholder agrees that it shall pay the expenses of the
Lead Securitization Noteholder (including all expenses of the Master Servicer and the Special Servicer) and the other Non-Lead
Securitization Noteholders (including all expenses of the related Non-Lead Master Servicers and the related Non-Lead Special Servicers)
in connection with any such Transfer.


 


(b)              
All Transfers under Section 16(a) shall be made upon written notice to the Senior Noteholders not later than the date
of such Transfer, and (except in connection with a Transfer to the Lead Securitization) each transferee shall (i) execute
an assignment and assumption agreement whereby such transferee assumes all or a ratable portion, as the case may be, of the obligations
of the applicable Subordinate Noteholder hereunder with respect to its Note from and after the date of such assignment (or, in
the case, of a pledge, collateral assignment or other encumbrance made in accordance with Section 16(e) by such Subordinate
Noteholder of its Note solely as security for a loan to such Subordinate Noteholder made by a third-party lender whereby such
Subordinate Noteholder remains fully liable under this Agreement, on or before the date on which such third-party lender succeeds
to the rights of such Subordinate Noteholder by foreclosure or otherwise, such third-party lender executes an agreement that such
lender shall be bound by the terms and provisions of this Agreement and the obligations of such Subordinate Noteholder hereunder)
and (ii) agree in writing to be bound by the Servicing Agreement, unless the Servicing Agreement is not then in effect with
respect to the Mortgage Loan, in which event the parties will enter into or agree to be bound by any replacement servicing agreement
therefor in accordance with the provisions hereof. Upon the consummation of a Transfer of all or any portion of a Subordinate
Note in accordance with this Agreement, the transferring Person shall be released from all liability arising under this Agreement
with respect to such Subordinate Note (or the portion thereof that was the subject of such Transfer), for the period after the
effective date of such Transfer (it being understood and agreed that the foregoing release shall not apply in the case of a sale,
assignment, transfer or other disposition of a participation interest in the subject Subordinate Note as described in clause (c)
below). In connection with any such permitted transfer of a portion of a Subordinate Note and for all purposes of this Agreement,
each Senior Noteholder need only recognize the majority holder of such Subordinate Note for purposes of notices, consents and
other


 






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communications
between the Noteholders, and such majority holder of the subject Subordinate Note shall be the only Person authorized hereunder
to exercise any rights of such Subordinate Noteholder under this Agreement; provided, however, the majority holder
of the subject Subordinate Note may from time to time designate any other Person as an additional party entitled to receive notices,
consents and other communications and/or to exercise rights on behalf of such Subordinate Noteholder hereunder by delivering written
notice thereof to each Senior Noteholder, and, from and after delivery of such notice, such designee shall be so authorized hereunder
and shall be the only party entitled to receive such notices, consents and such other communications and/or to exercise such rights.


 


(c)               
In the case of any sale, assignment, transfer or other disposition of a participation interest in a Note, (i) such Noteholder’s
obligations under this Agreement shall remain unchanged, (ii) such Noteholder shall remain solely responsible for the performance
of such obligations, (iii) the other Noteholders and any Persons acting on their behalf shall continue to deal solely and
directly with such Noteholder in connection with such Noteholder’s rights and obligations under this Agreement and the Servicing
Agreement, and (iv) all amounts payable hereunder shall be determined as if such Noteholder had not sold such participation interest;
provided, however, that if the applicable participant is a Qualified Institutional Lender (and delivers to the other
Noteholders a certification from an authorized officer confirming its status as a Qualified Institutional Lender), such Noteholder,
by written notice to the other Noteholders, may delegate to such participant such Noteholder’s right (if any) to exercise
the rights of the Controlling Noteholder or a Non-Controlling Noteholder, as applicable, hereunder and under the Servicing Agreement.


 


(d)              
Each of the Senior Noteholders shall have the right to Transfer all or any portion of its Senior Note without the prior consent
of any other Noteholder (i) with respect to each Senior Note prior to an Event of Default, to any party other than a Borrower
Restricted Party and (ii) after an Event of Default, to any party, including a Borrower Restricted Party; provided, however,
that (1) the Senior Noteholder must notify each Rating Agency and each other Noteholder before transfer to a Borrower Restricted
Party, and (2) following such Transfer of any Senior Note, the Mortgage Loan continues to be serviced in its entirety pursuant
to the Servicing Agreement by a Servicer unaffiliated with the Borrower. For the avoidance of doubt, no Noteholder or the Master
Servicer shall have any right to Transfer or cause the Transfer of any other Note.


 


(e)               
Notwithstanding any other provision hereof, any Noteholder may pledge (a “Pledge”) its Note to any entity (other
than the Borrower or any Affiliate thereof) which has extended a credit or repurchase facility to such Noteholder and that is
either a Qualified Institutional Lender or a financial institution whose long-term unsecured debt is rated at least “A”
(or the equivalent) or better by each Rating Agency (a “Note Pledgee”), on terms and conditions set forth in
this Section 16(e), it being further agreed that a financing provided by a Note Pledgee to a Noteholder or any person
which Controls such Noteholder that is secured by such Noteholder’s interest in the applicable Note and is structured as
a repurchase arrangement, shall qualify as a “Pledge” hereunder, provided that a Note Pledgee which is not
a Qualified Institutional Lender may not take title to the pledged Note without (a) prior to the first Securitization of any Note,
the consent of each other Noteholder and (b) after the closing of the first Securitization of any Note, Rating Agency Confirmation.
Upon written notice by the applicable Noteholder to each other


 






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Noteholder
and any Servicer that a Pledge has been effected (including the name and address of the applicable Note Pledgee), each other Noteholder
agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give Note Pledgee written notice of any default
by the pledging Noteholder in respect of its obligations under this Agreement of which default such Noteholder has actual knowledge;
(ii) to allow such Note Pledgee a period of ten (10) Business Days to cure a default by the pledging Noteholder in respect
of its obligations to each other Noteholder hereunder, but such Note Pledgee shall not be obligated to cure any such default;
(iii) that no amendment, modification, waiver or termination of this Agreement shall be effective against such Note Pledgee
without the written consent of such Note Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed; (iv) that
such other Noteholder shall give to such Note Pledgee copies of any notice of default under this Agreement simultaneously with
the giving of same to the pledging Noteholder and accept any cure thereof by such Note Pledgee which such pledging Noteholder
has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Noteholder; (v) that
such other Noteholder shall deliver to Note Pledgee such estoppel certificate(s) as Note Pledgee shall reasonably request, provided
that any such certificate(s) shall be in a form reasonably satisfactory to such other Noteholder; and (vi) that, upon
written notice (a “Redirection Notice”) to each other Noteholder and any Servicer by such Note Pledgee that
the pledging Noteholder is in default, beyond any applicable cure periods, under the pledging Noteholder’s obligations to
such Note Pledgee pursuant to the applicable credit agreement between the pledging Noteholder and such Note Pledgee (which notice
need not be joined in or confirmed by the pledging Noteholder), and until such Redirection Notice is withdrawn or rescinded by
such Note Pledgee, Note Pledgee shall be entitled to receive any payments that any Noteholder or Servicer would otherwise be obligated
to pay to the pledging Noteholder from time to time pursuant to this Agreement or any Servicing Agreement. Any pledging Noteholder
hereby unconditionally and absolutely releases each other Noteholder and any Servicer from any liability to the pledging Noteholder
on account of any Noteholder’s or Servicer’s compliance with any Redirection Notice believed by any Servicer or any
such other Noteholder to have been delivered by a Note Pledgee. Note Pledgee shall be permitted to exercise fully its rights and
remedies against the pledging Noteholder to such Note Pledgee (and accept an assignment in lieu of foreclosure as to such collateral),
in accordance with applicable law and this Agreement. In such event, the Noteholders and any Servicer shall recognize such Note
Pledgee (and any transferee other than the 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 Noteholder’s rights, remedies and obligations under this Agreement, and any such Note Pledgee
or Qualified Institutional Lender shall assume in writing the obligations of the pledging Noteholder hereunder accruing from and
after such Transfer (i.e., realization upon the collateral by such Note Pledgee) and agrees to be bound by the terms and provisions
of this Agreement. The rights of a Note Pledgee under this Section 16(e) shall remain effective as to any Noteholder
(and any Servicer) unless and until such Note Pledgee shall have notified any such Noteholder (and any Servicer, as applicable)
in writing that its interest in the pledged Note has terminated.


 


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


 






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


 


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


 


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


 


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


 


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


 


Section 17.           
Registration of Transfer. In connection with any Transfer of a Note (but excluding (x) any participant and (y) any Note
Pledgee unless and until it realizes on its Pledge), a transferee shall execute an assignment and assumption agreement whereby
such transferee assumes all of the obligations of the applicable Noteholder hereunder with respect to such Note thereafter accruing
and agrees to be bound by the terms of this Agreement, including the restriction on Transfers set forth in Section 15, from
and after the date of such assignment. Notwithstanding the preceding sentence, a Trustee shall not be required to execute an assignment
and assumption agreement in connection with any Transfer of a Note if the obligations are assumed pursuant to the Servicing Agreement.
In connection with a Transfer of a Note, the Agent shall not recognize any attempted or purported transfer of any Note in violation
of the provisions of Section 15 and this Section 17. Any such purported transfer shall be absolutely null and void and
shall vest no rights in the purported transferee. Each Noteholder desiring to effect such transfer shall, and does hereby agree
to, indemnify the Agent and any other Noteholder against any liability that may result if the transfer is not made in accordance
with the provisions of this Agreement. Upon a Securitization of the Lead Securitization Note, the Certificate Administrator shall
automatically become and be the Agent.


 


Section 18.           
Registration of the Notes. The Agent shall keep or cause to be kept at the Agent Office books (the “Note Register”)
for the registration and transfer of the Notes. The Agent shall serve as the initial Note registrar and the Agent hereby accepts
such appointment. The names and addresses of the holders of the Notes and the names and addresses of any transferee of any Note
of which the Agent has received notice, in the form of a copy of the assignment and assumption agreement referred to in Section 17,
and the principal amounts (and stated interest) of


 






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the
Note owing to each such Noteholder, shall be registered in the Note Register. The Person in whose name a Note is so registered
shall be deemed and treated as the sole owner and holder thereof for all purposes of this Agreement, except in the case of the
Initial Noteholders who may hold their Notes through a nominee. Upon request of a Noteholder, the Agent shall provide such party
with the names and addresses of the Noteholders. To the extent another party is appointed as Agent hereunder, the Noteholders
hereby designate such person as its agent under this Section 18 solely for purposes of maintaining the Note Register. The
parties intend for the Notes to be in registered form for federal income tax purposes under Section 5f.103-1(c) of the United
States Treasury Regulations.


 


Section 19.           
Statement of Intent. The Agent and each Noteholder intend that the Notes be classified, and the arrangement hereby be maintained,
in a manner consistent with rules applicable to a grantor trust under subpart E, part I of subchapter J of chapter 1 of the Code
that is a fixed investment trust within the meaning of Treasury Regulation §301.7701-4(c), and the parties will not take
any action inconsistent with such classification. It is neither the purpose nor the intent of this Agreement to create a partnership,
joint venture, “taxable mortgage pool” or association taxable as a corporation among the parties.


 


Section 20.           
No Pledge. This Agreement shall not be deemed to represent a pledge of any interest in the Mortgage Loan by the Noteholders.
Except as otherwise provided in this Agreement and the Servicing Agreement, no Non-Lead Securitization Noteholder shall have any
interest in any property taken as security for the Mortgage Loan, provided, however, that if any such property or the proceeds
of any sale, lease or other disposition thereof shall be received, then each Non-Lead Securitization Noteholder shall be entitled
to receive its share of such application in accordance with the terms of this Agreement and/or the Servicing Agreement.


 


Section 21.           
Governing Law; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS
AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES
OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. 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. THE PARTIES HERETO INTEND
THAT THE PROVISIONS OF SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


Section 22.           
Submission to Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:


 


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


 






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


 


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


 


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


 


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


 


Section 23.           
Modifications; Amendment. This Agreement shall not be modified, cancelled or terminated except by an instrument in writing
signed by each Noteholder. Additionally, for as long as any Note is contained in a Securitization Trust, the Noteholders shall
not amend or modify this Agreement without first receiving a Rating Agency Confirmation; provided that no such confirmation from
the Rating Agencies shall be required in connection with a modification or amendment (i) to cure any ambiguity, to correct or
supplement any provisions herein that may be defective or inconsistent with any other provisions herein or with the Servicing
Agreement, (ii) entered into pursuant to Section 35 of this Agreement or (iii) to correct or supplement any provision herein
that may be defective or inconsistent with any other provisions of this Agreement.


 


Section 24.           
Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and permitted assigns. Except as provided herein, none of the provisions of this
Agreement shall be for the benefit of or enforceable by any Person not a party hereto. Subject to Section 15, each Noteholder
may assign or delegate its rights or obligations under this Agreement. Upon any such assignment, the assignee shall be entitled
to all rights and benefits of the applicable Noteholder hereunder, including, without limitation, the right to make further assignments
and grant additional Notes.


 


Section 25.           
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 (and, to the
extent permitted under applicable law, each officer’s certificate, receipt or similar closing document delivered in connection
with the closing of this transaction) in Portable Document Format (PDF), Tagged Image File Format (TIF or TIFF), .JPG or .JPEG
file format, or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart of this
Agreement.


 






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Section 26.           
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 27.           
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 28.           
Entire Agreement. This Agreement constitutes the entire agreement among 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 29.           
Withholding Taxes.


 


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


 


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


 






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(c)               
Each Non-Lead Securitization Noteholder represents to the Lead Securitization Noteholder (for the benefit of the Borrower) that
it is not a Non-Exempt Person and that neither the Lead Securitization Noteholder nor the 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. From time
to time as necessary during the term of this Agreement, any Non-Lead Securitization Noteholder (if not included at such time in
the Lead Securitization Trust) shall deliver to the Lead Securitization Noteholder or Servicer, as applicable, evidence satisfactory
to the Lead Securitization Noteholder substantiating that such Non-Lead Securitization Noteholder is not a Non-Exempt Person and
that the Lead Securitization Noteholder 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 any Non-Lead Securitization
Noteholder is created or organized under the laws of the United States, any state thereof or the District of Columbia, it shall
satisfy the requirements of the preceding sentence by furnishing to the Lead Securitization Noteholder an Internal Revenue Service
Form W-9 and (ii) if any Non-Lead Securitization Noteholder is not created or organized under the laws of the United States, any
state thereof or the District of Columbia, and if the payment of interest or other amounts by the Borrower is treated for United
States income tax purposes as derived in whole or part from sources within the United States, such Non-Lead Securitization Noteholder
shall satisfy the requirements of the preceding sentence by furnishing to the Lead Securitization Noteholder Internal Revenue
Service Form W-8ECI, Form W-8IMY (with appropriate attachments), Form W-8BEN-E or Form W-8BEN, or successor forms, as may be required
from time to time, duly executed by such Non-Lead Securitization Noteholder, as evidence of such Non-Lead Securitization Noteholder’s
exemption from the withholding of United States tax with respect thereto. The Lead Securitization Noteholder shall not be obligated
to make any payment hereunder to any Non-Lead Securitization Noteholder in respect of its respective Non-Lead Securitization Note
or otherwise until such Non-Lead Securitization Noteholder shall have furnished to the Lead Securitization Noteholder the requested
forms, certificates, statements or documents.


 


Section 30.           
Custody of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than the Notes) will be
held by the Lead Securitization Noteholder (or a custodian acting on behalf of the Lead Securitization Noteholder) who shall act
as secured party under the Mortgage Loan Documents on behalf of the registered holders of the Notes. Notwithstanding anything
to the contrary in this Agreement, upon the Lead Securitization, the originals of all of the Mortgage Loan Documents (other than
the Notes) shall be held by the Custodian. Each Note shall be held by the respective Noteholder or a custodian appointed by such
Noteholder.


 


Section 31.           
Notices. All notices required hereunder shall be given by (i) writing and personally delivered, (ii) sent by facsimile
transmission (during business hours) if a party has provided a facsimile number, (iii) reputable overnight delivery service (charges
prepaid), (iv) sent by electronic mail containing language requesting the recipient to confirm receipt thereof if a party has
provided an electronic mail address and only if such electronic mail is promptly followed by a written notice or (v) 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.


 






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All
notices and reports (including, without limitation, Asset Status Reports) required to be delivered hereunder by the Lead Securitization
Noteholder (or any Servicer on its behalf) to the Controlling Noteholder (or its Controlling Noteholder Representative), or by
the Controlling Noteholder (or its Controlling Noteholder Representative) to the Lead Securitization Noteholder (or any Servicer
on its behalf), shall also be delivered by the applicable party to each other Noteholder.


 


Section 32.           
Broker. Each Noteholder represents to each other Noteholder that no broker was responsible for bringing about this transaction.


 


Section 33.           
Certain Matters Affecting the Agent.


 


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


 


(b)              
The Agent may request and/or rely upon and shall be protected in acting or refraining from acting upon any officer’s certificate
or assignment and assumption agreement delivered to the Agent pursuant to Section 17;


 


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


 


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


 


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


 


(f)               
The Agent shall not be bound to make any investigation into the facts or matters stated in any officer’s certificate or
assignment and assumption agreement delivered to the Agent pursuant to Section 17; and


 


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


 


Section 34.           
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization
Noteholder. In the event that the Agent is terminated pursuant to this Section 34, 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.


 






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


 


Section 35.           
Resizing. In connection with the Mortgage Loan, each Noteholder agrees, subject to clause (iii) below in this paragraph,
that if a Senior Noteholder determines that it is advantageous to resize one or more of its Senior Notes by causing the Borrower
to execute amended and restated or additional pari passu notes (in either case, “New Notes”) reallocating
the principal of such Senior Note to such New Notes, each Noteholder other than the resizing Noteholder shall cooperate with the
resizing Noteholder to effect such resizing at such resizing Noteholder’s expense; provided that (i) the aggregate principal
balance of all outstanding New Notes following the creation thereof is no greater than the principal balance of such Senior Note
or Senior Notes immediately prior to the creation of the New Notes, (ii) the weighted average Interest Rate of all outstanding
New Notes (based on the relative principal balance of such New Notes) following the creation thereof is the same as the Interest
Rate of the related Senior Note or Senior Notes immediately prior to the creation of the New Notes, and (iii) no such resizing
shall (x) change the interest allocable to, or the amount of any payments due to, any other Noteholder, or priority of such
payments, or (y) increase any other Noteholder’s obligations or decrease any other Noteholder’s rights, remedies
or protections. In connection with any resizing of a Senior Note, the related Senior Noteholder may allocate its rights hereunder
among the New Notes in any manner in its sole discretion.


 


Section 36.           
Conflict. To the extent of any inconsistency between the Servicing Agreement, on one hand, and this Agreement, on the other,
this Agreement shall control.


 


Section 37.           
Electronic Signatures. Each of the parties hereto agrees that the transaction consisting of this Agreement (and, to the
extent permitted under applicable law, each officer’s certificate, receipt or similar closing document delivered in connection
with the closing of this transaction) may be conducted by electronic means. Each party agrees, and acknowledges that it is such
party’s intent, that if such party signs this Agreement (or, if applicable, such closing document) using an electronic signature,
it is signing, adopting, and accepting this Agreement or such closing document and that signing this Agreement or such closing
document using an electronic signature is the legal equivalent of having placed its handwritten signature on this Agreement or
such closing document on paper. The use of electronic signatures and electronic records (including, without limitation, any contract
or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect,
validity


 






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and
enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted
by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic
Transactions Act or the Uniform Commercial Code.


 


[SIGNATURE
PAGE FOLLOWS]


 




     59


     


    

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


 





	 	BANK OF MONTREAL, as Initial
    BMO Note A Holder and Initial Agent
	 	 	 
	 	By:	 /s/ Michael Birajiclian
	 	 	Name: Michael Birajiclian
	 	 	Title:   Authorized Signatory



 


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	 	STARWOOD
MORTGAGE CAPITAL LLC, as Initial SMC Note A Holder
	 	 	 
	 	By:	 /s/
    Grace Chiang
	 	 	Name:   Grace Chiang
	 	 	Title:  Senior
    Vice President



 


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	 	BANK OF MONTREAL, as Initial
    Note B-1 Holder
	 	 	 
	 	By:	 /s/ Michael Birajiclian
	 	 	Name:  Michael Birajiclian
	 	 	Title:    Authorized Signatory






 


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	 	STARWOOD
MORTGAGE CAPITAL LLC, as Initial Note B-2 Holder
	 	 	 
	 	By:	 /s/ Grace Chiang
	 	 	Name:  Grace Chiang
	 	 	Title:    Senior
    Vice President



 


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EXHIBIT
A



MORTGAGE LOAN SCHEDULE


 


A.       Description
of Mortgage Loan:


 


	Mortgage
    Loan Agreement:	Loan
    Agreement, dated as of February 4, 2022, among Bank of Montreal, Starwood Mortgage Capital LLC and the Borrower, as the same
    may be further amended, restated, supplemented or otherwise modified from time to time
	Borrower	Broadway
    26 Waterview LLC
	Origination
    Date of the Mortgage Loan and Notes:	February
    4, 2022 (Note A-1, Note A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note B-1 and Note B-2)
	Initial
    Principal Amount of  Mortgage Loan:	$290,000,000
	Location
    of the Property:	New
    York, New York
	Maturity
    Date:	February
    6, 2032



 

B.       Description
of Note Interests: Each Note shall have the initial Principal Balance, Percentage Interest and initial rate of interest set
forth in the table below.


 


	Note
                                         Designation 
	Initial

                                         Interest Rate 
	

                                         Percentage Interest 
	Principal
                                         Balance as of February 4, 2022 

	Note
    A-1	4.91%	7.79%	$22,600,000
	Note
    A-2	4.91%	7.79%	$22,600,000
	Note
    A-3	4.91%	6.89%	$20,000,000
	Note
    A-4	4.91%	6.89%	$20,000,000
	Note
    A-5	4.91%	4.79%	$13,900,000
	Note
    A-6	4.91%	4.79%	$13,900,000
	Note
    B-1	4.91%	30.51%	$88,500,000
	Note
    B-2	4.91%	30.51%	$88,500,000
	 	 	 	 




    A-1


     


    

 


EXHIBIT
B


 


Initial
Noteholders:


 


(i)
if to BMO:


 


Bank
of Montreal

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

Attention: Mike Birajiclian

Email: Michael.Birajiclian@bmo.com


 


with
a copy to:


 


Bank
of Montreal

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

Attention: Legal Department

Email: BMOCMUSLegal@bmo.com








(ii)
if to SMC:


 


Starwood
Mortgage Capital LLC





2340
Collins Avenue, Suite 700





Miami
Beach, Florida 33139





Attention:
Ms. Leslie K. Fairbanks

Email: lfairbanks@starwood.com


 




    B-1


     


    

 


EXHIBIT
C



PERMITTED FUND MANAGERS


 


		1.	Westbrook
                                         Partners






		2.	DLJ
                                         Real Estate Capital Partners






		3.	iStar
                                         Financial Inc.






		4.	Capital
                                         Trust, Inc.






		5.	Lend-Lease
                                         Real Estate Investments






		6.	Archon
                                         Capital, L.P.






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






		8.	The
                                         Blackstone Group International Ltd.






		9.	Apollo
                                         Real Estate Advisors






		10.	Colony
                                         Capital, Inc.






		11.	Praedium
                                         Group






		12.	J.E.
                                         Robert Companies






		13.	Fortress
                                         Investment Group LLC






		14.	Lonestar
                                         Opportunity Fund






		15.	Clarion
                                         Partners






		16.	Walton
                                         Street Capital, LLC






		17.	Starwood
                                         Financial Trust






		18.	BlackRock,
                                         Inc.






		19.	Rialto
                                         Capital Management, LLC






		20.	Rialto
                                         Capital Advisors, LLC






		21.	Raith
                                         Capital Partners, LLC






		22.	Eightfold
                                         Real Estate Capital, L.P.






		23.	Perella
                                         Weinberg Partners






		24.	Square
                                         Mile Capital Management LLC



 








    C-1