Exhibit 4.12


 


EXECUTION VERSION



 


CO-LENDER AGREEMENT


Dated as of October 3, 2022


by and between


CITI REAL ESTATE FUNDING INC.

(Initial Note A-1 Holder)


and


CITI REAL ESTATE FUNDING INC.

(Initial Note A-2 Holder)


Wells Fargo Center Tampa


 




    	 



    


    

TABLE OF CONTENTS


Page




	Section 1.   	Definitions	1
	Section 2.   	Servicing of the Mortgage Loan	15
	Section 3.   	Priority of Payments	25
	Section 4.   	Workout	26
	Section 5.   	Administration of the Mortgage Loan	26
	Section 6.   	Appointment of Controlling Note Holder Representative and Non-Controlling Note Holder Representative	32
	Section 7.   	Appointment of Special Servicer	33
	Section 8.   	Payment Procedure	34
	Section 9.   	Limitation on Liability of the Note Holders	35
	Section 10.   	Bankruptcy	35
	Section 11.   	Representations of the Note Holders	36
	Section 12.   	Independent Analysis of Each Note Holder	36
	Section 13.   	No Creation of a Partnership or Exclusive Purchase Right	37
	Section 14.   	Other Business Activities of the Note Holders	37
	Section 15.   	Sale of the Notes	37
	Section 16.   	Registration of the Notes and Each Note Holder	40
	Section 17.   	Governing Law; Waiver of Jury Trial	41
	Section 18.   	Submission to Jurisdiction; Waivers	41
	Section 19.   	Modifications	41
	Section 20.   	Successors and Assigns; Third Party Beneficiaries	42
	Section 21.   	Counterparts	42
	Section 22.   	Captions	42
	Section 23.   	Severability	42
	Section 24.   	Entire Agreement	43
	Section 25.   	Withholding Taxes	43
	Section 26.   	Custody of Mortgage Loan Documents	44
	Section 27.   	Cooperation in Securitization	44
	Section 28.   	Notices	45
	Section 29.   	Broker	46
	Section 30.   	Certain Matters Affecting the Agent	46
	Section 31.   	Reserved	46
	Section 32.   	Resignation of Agent	46
	Section 33.   	Resizing	47


 


 




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THIS CO-LENDER AGREEMENT
(this “Agreement”), dated as of October 3, 2022 is by and between CITI REAL ESTATE FUNDING INC. (“CREFI”
and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the “Initial
Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”) and CREFI (together with
its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the “Initial Note A-2 Holder”
and, together with the Initial Note A-1 Holder, the “Initial Note Holders”).


W I T N E S S E T H:


WHEREAS, pursuant to the
Mortgage Loan Agreement (as defined herein), CREFI originated a certain loan (the “Mortgage Loan”) described on the
schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to the mortgage loan borrower described on the
Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which was evidenced, inter alia, by one promissory note
in the original principal amount of $73,000,000 (the “Original Note”) made by the Mortgage Loan Borrower in favor of
CREFI, and secured by a first mortgage (as amended, modified or supplemented, the “Mortgage”) on certain real property
located as described on the Mortgage Loan Schedule (the “Mortgaged Property”);


WHEREAS, CREFI and the Mortgage
Loan Borrower have agreed, pursuant to that certain Note Splitter and Loan Modification Agreement, dated as of October 3, 2022 between
such parties, to split the Original Note into (i) one replacement promissory note in the original principal amount of $43,000,000 (“Note
A-1”) made by the Mortgage Loan Borrower in favor of the Initial Note A-1 Holder and (ii) one replacement promissory note in
the original principal amount of $30,000,000 (“Note A-2” and, collectively with Note A-1, as each such note
is amended, modified, supplemented or split, the “Notes”) made by the Mortgage Loan Borrower in favor of the Initial
Note A-2 Holder;


WHEREAS, each Initial Note
Holder desires to enter into this Agreement to memorialize the terms under which they, and their successors and assigns, shall hold the
Notes;


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


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


“Advance”
shall mean any P&I Advance or Property Advance.


“Advance Interest
Amount” shall mean interest accrued on Advances in accordance with the terms of the Lead Securitization Servicing Agreement.


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




    	 



    


    

“Agent”
shall mean the Initial Agent or such Person to whom the Initial Agent shall assign or delegate its duties hereunder, provided that
at any time that the Lead Securitization Note is included in the Lead Securitization, “Agent” shall mean the Master Servicer
as of such time.


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


“Agreement”
shall mean this Co-Lender Agreement, the exhibits and schedule hereto and all amendments hereof and supplements hereto.


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


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


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


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


“Borrower Party”
shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement.


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


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


“Certificate Administrator”
shall mean the “certificate administrator” under the Lead Securitization Servicing Agreement.


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


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


“Commission”
shall have the meaning assigned to such term in Section 2(c)(ix).


“Conduit”
shall have the meaning assigned to such term in Section 15(d).




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“Conduit Credit
Enhancer” shall have the meaning assigned to such term in Section 15(d).


“Conduit Inventory
Loan” shall have the meaning assigned to such term in Section 15(d).


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


“Controlling Note”
shall mean Note A-1.


“Controlling Note
Holder” shall mean the Note A-1 Holder; provided that for so long as the Note A-1 Holder (or the majority “controlling
class” holder or other party assigned the rights to exercise the rights of the Note A-1 Holder) is a Borrower Party, the Note A-1
Holder (and the majority “controlling class” holder or other party assigned the rights to exercise the rights of the Note
A-1 Holder) shall not be entitled to exercise any rights it may otherwise have as Controlling Note Holder, and there shall be deemed to
be no Controlling Note Holder hereunder. At any time that Note A-1 is included in a Securitization, references to the “Controlling
Note Holder” shall mean the Lead Securitization Subordinate Class Representative or any other party assigned the rights to exercise
the rights of the “Controlling Note Holder” hereunder, as and to the extent provided in the related Lead Securitization Servicing
Agreement.


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


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


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


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


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


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


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


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




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


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


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


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


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


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


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


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


“Lead Securitization”
shall mean:


(i) during the period
from and after the Securitization of any Note other than Note A-1 and prior to the Securitization of Note A-1 in a Securitization Trust,
the Securitization with the earliest Securitization Date; provided that, prior to the Securitization of Note A-1,




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if two or more Notes other than Note
A-1 have the earliest Securitization Date and the same Securitization Date but are included in different Securitizations, then the Securitization
including the Note(s) with the larger (aggregate) principal balance shall be the Lead Securitization; and


(ii) immediately
upon the occurrence of and following the Securitization of Note A-1, the Securitization of Note A-1 in a Securitization Trust to be designated
by the Initial Note A-1 Holder.


“Lead Securitization
Date” shall mean the effective date on which the Lead Securitization is consummated.


“Lead Securitization
Note” shall mean a Note held by the Lead Securitization.


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


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


“Lead Securitization
Subordinate Class Representative” shall mean the “Controlling Class Representative” or “Directing Holder”
(or any term substantially similar thereto) as defined in the Lead Securitization Servicing Agreement.


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


“Loan Combination
Custodial Account” shall mean the “Loan Combination Custodial Account”, “Companion Distribution Account”
or analogous account established for the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement.


“Major Decisions”
shall have the meaning given to such term or any analogous term in the Lead Securitization Servicing Agreement; provided that, at any
time that neither Note is included in the Lead Securitization, “Major Decision” shall mean, collectively,


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


(ii)       any
modification, consent to a modification or waiver of a monetary term (other than Penalty Charges if the Mortgage Loan is not a Specially
Serviced Loan) or material non-monetary term (including, without limitation, a modification with respect to the timing of payments and
acceptance of discounted payoffs but excluding waiver of Penalty Charges) of the Mortgage Loan or any extension of the Maturity Date of
the Mortgage Loan;




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(iii)       any
sale of the Mortgage Loan (when it is a Defaulted Mortgage Loan) or REO Property (other than in connection with the termination of the
Trust Fund) for less than the applicable Purchase Price;


(iv)       any
determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials
located at an REO Property;


(v)       any
release of collateral or any acceptance of substitute or additional collateral for the Mortgage Loan, or any consent to either of the
foregoing, other than immaterial condemnation actions and other similar takings or if otherwise required pursuant to the specific terms
of the Mortgage Loan and for which there is no lender discretion;


(vi)       any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Mortgage Loan or, if lender consent
is required, any consent to such waiver or consent to a transfer of the Mortgaged Property or interests in the Mortgage Loan Borrower
or consent to the incurrence of additional debt, other than any such transfer or incurrence of debt as may be effected without the consent
of the lender under the related loan agreement or related to an immaterial easement, right of way or similar agreement;


(vii)       any
property management company changes or franchise changes (in each case, to the extent the lender is required to consent or approve under
the Mortgage Loan Documents);


(viii)       releases
of any escrow accounts, reserve accounts or letters of credit held as performance or “earn-out” escrows or reserves other
than those required pursuant to the specific terms of the Mortgage Loan and for which there is no lender discretion;


(ix)       any
acceptance of an assumption agreement or any other agreement permitting transfer of interests in the Mortgage Loan Borrower or a guarantor
releasing the Mortgage Loan Borrower or a guarantor from liability under the Mortgage Loan other than pursuant to the specific terms of
the Mortgage Loan and for which there is no lender discretion;


(x)       the
determination of the Special Servicer pursuant to clause (b) or clause (c) of the definition of “Specially Serviced Loan”
in the Lead Securitization Servicing Agreement;


(xi)       following
a default or an event of default with respect to the Mortgage Loan, any acceleration of the Mortgage Loan, or initiation of judicial,
bankruptcy or similar proceedings under the Mortgage Loan Documents or with respect to the Mortgage Loan Borrower or Mortgaged Property;


(xii)       any
modification, waiver or amendment of an intercreditor agreement, co-lender agreement or similar agreement with any mezzanine lender




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or subordinate debt holder related to the
Mortgage Loan, or an action to enforce rights with respect thereto;


(xiii)       any
determination of an Acceptable Insurance Default;


(xiv)       any
proposed modification or waiver of any material provision in the Mortgage Loan Documents governing the type, nature or amount of insurance
coverage required to be obtained and maintained by the Mortgage Loan Borrower; and


(xv)       any
approval of any casualty insurance settlements or condemnation settlements, and any determination to apply casualty proceeds or condemnation
awards to the reduction of the debt rather than to the restoration of the Mortgaged Property.


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


“Master Servicer
Remittance Date” shall have the meaning assigned to such term (or analogous term) in the Lead Securitization Servicing Agreement.


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


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


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


“Mortgage Loan Agreement”
shall mean the Loan Agreement, dated as of August 10, 2022, between the Mortgage Loan Borrower, as borrower, and CREFI, as lender, as
the same may be further amended, restated, supplemented or otherwise modified from time to time, subject to the terms hereof.


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


“Mortgage Loan Borrower
Related Party” shall have the meaning assigned to such term in Section 14.


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


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


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




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


“Non-Controlling
Note Holder” shall mean the Note Holder that is not the Controlling Note Holder. If the Non-Controlling Note Holder is a Borrower
Party, it shall not be entitled to exercise the rights of a Non-Controlling Note Holder under this Agreement.


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


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


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


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


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


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


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


“Non-Lead Securitization”
shall mean the sale by the related Non-Lead Securitization Note Holder of all or a portion of the Non-Lead Securitization Note to a Non-Lead
Depositor who will in turn include such portion of the Non-Lead Securitization Note as part of the securitization of one or more mortgage
loans.


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


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


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




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


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


“Non-Lead Securitization
Trust” shall mean the Securitization Trust that holds the Non-Lead Securitization Note.


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


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


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


“Nonrecoverable
Advance” shall have the meaning given thereto or to an analogous term in the Lead Securitization Servicing Agreement.


“Nonrecoverable
Property Advance” shall have the meaning given thereto or to an analogous term in the Lead Securitization Servicing Agreement.


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


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


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


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


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


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




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


“Note Pledgee”
shall have the meaning assigned to such term in Section 15(c).


“Note Register”
shall have the meaning assigned to such term in Section 16.


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


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


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


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


“Percentage Interest”
shall mean, with respect to any Note Holder, a fraction, expressed as a percentage, the numerator of which is the principal balance of
the related Note and the denominator of which is the principal balance of the Mortgage Loan.


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


“Pledge”
shall have the meaning assigned to such term in Section 15(c).


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


“Property Advance”
shall have the meaning given thereto (or to the term “Servicing Advance”) in the Lead Securitization Servicing Agreement.


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


(a)       an
entity Controlled by, Controlling or under common Control with, or either of, the Initial Note Holders, or




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


(c)       one
or more of the following:


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


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


(iii)       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 or any interest therein (any of the foregoing, a “Securitization
Vehicle”), provided that (1) one or more classes of securities issued by such Securitization Vehicle is initially rated
at least investment grade by at least two (2) of the Rating Agencies that assigned a rating to one or more classes of securities issued
in connection with that 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 or any interest
therein in accordance with servicing arrangements for the assets held by the Securitization Vehicle which require that such Approved Servicer
act in accordance with a servicing standard notwithstanding any contrary direction or instruction from any other Person; or (3) in the
case of a Securitization Vehicle that is a CDO, the CDO Asset Manager and, if applicable, each Intervening Trust Vehicle that is not administered
and managed by a CDO Asset Manager which is a Qualified Institutional Lender, are each a Qualified Institutional Lender under clauses
(i), (ii), (iv) or (v) of this definition, or


(iv)       an
investment fund, limited liability company, limited partnership or general partnership having capital and/or capital commitments of at
least $250,000,000, in which (A) any Initial Note Holder, (B) a person that is otherwise a Qualified Institutional Lender under clause
(i), (ii) or (v) (with respect to an institution substantially similar to the entities referred to in clause (i) or (ii) above), or (C)
a Permitted Fund Manager, acts as a general partner, managing member, or the fund manager responsible for the day-to-day management and
operation of such




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investment vehicle, and provided
that at least 50% of the equity interests in such investment vehicle are owned, directly or indirectly, by one or more entities that are
otherwise Qualified Institutional Lenders (without regard to the capital surplus/equity and total asset requirements set forth below in
the definition), or


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


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


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


“Rating Agency Confirmation”
shall mean (i) prior to a Securitization, with respect to any matter that each applicable Rating Agency shall have confirmed in writing
(which may be in electronic form) that a proposed action, failure to act or other event so specified will not, in and of itself, result
in the downgrade, withdrawal or qualification of the then-current ratings assigned by such Rating Agency to any securities issued in connection
with any Securitization; provided, however, that a written waiver or other acknowledgment or course of conduct from the
Rating




    	12



    


    

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


“Redirection Notice”
shall have the meaning assigned to such term in Section 15(c).


“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 or may hereafter be from time to time
provided by the Commission or by the staff of the Commission, in each case as effective from time to time as of the compliance dates specified
therein.


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


“Required Special
Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”, (ii)
in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special Servicer,
(iii) in the case of Moody’s, such special servicer is acting as special servicer for one or more loans included in a commercial
mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date of determination, and
Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class
of commercial mortgage securities on watch citing the continuation of such special servicer as special servicer of such commercial mortgage
loans, (iv) in the case of DBRS Morningstar, such special servicer is currently acting as a servicer for one or more loans included in
a commercial mortgage-backed securitization that was rated by DBRS Morningstar within the twelve (12) month period prior to the date of
determination, and DBRS Morningstar has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities
or placed any class of commercial mortgage securities on watch status citing the continuation of such special servicer as servicer of
such commercial mortgage loans as the sole or a material factor in any downgrade or withdrawal of the ratings (or placement on “watch
status” in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by such special servicer
prior to the time of determination, and (v) in the case of KBRA, KBRA has not cited servicing concerns of such special servicer as the
sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation
of a ratings downgrade or withdrawal) of securities in a transaction serviced by such special servicer prior to the time of determination.


“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 a Note Holder of all or a portion of such Note to a depositor, who will in turn include such portion of
such Note as part of a securitization of one or more mortgage loans.




    	13



    


    

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


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


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization.


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


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


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


“Servicing Standard”
shall have the meaning given thereto in the Lead Securitization Servicing Agreement (or other analogous term under the Lead Securitization
Servicing Agreement); provided that the Servicing Standard shall require, among other things, that each Servicer, in servicing
the Mortgage Loan, must take into account the interests of each Note Holder.


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


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


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


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


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




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Section 2.Servicing
of the Mortgage Loan.


(a)       Each
Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and after the
Lead Securitization Date, pursuant to the Lead Securitization Servicing Agreement; provided that the Master Servicer shall not
be obligated to advance monthly payments of principal or interest in respect of any Note other than the Lead Securitization Note if such
principal or interest is not paid by the Mortgage Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance
premiums and other expenses related to the maintenance of the Mortgaged Property and maintenance and enforcement of the lien of the Mortgage
thereon, subject to the terms of the Lead Securitization Servicing Agreement (including a determination of recoverability thereunder).
Each Note Holder acknowledges that the other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and
agrees that it will, subject to Section 27, reasonably cooperate with such other Note Holder, at such other Note Holder’s
expense, to effect such Securitization. Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and
unconditionally consents to the appointment of the Master Servicer, the Certificate Administrator, the Operating Advisor and the Trustee
under the Lead Securitization Servicing Agreement by the Depositor, and the appointment of the Special Servicer as the initial Special
Servicer under the Lead Securitization Servicing Agreement by the Depositor (subject to replacement by the Controlling Note Holder 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 the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints the Master Servicer,
the Special Servicer and the Trustee in the Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably
required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement
(subject at all times to the rights of the Note Holder set forth herein and in the Lead Securitization Servicing Agreement). In no event
shall the Lead Securitization Servicing Agreement require the Servicer to enforce the rights of any Note Holder or limit the Servicer
in enforcing the rights of one Note Holder against the other Note Holder; however, this statement shall not be construed to otherwise
limit the rights of one Note Holder with respect to the other Note Holder. Each Servicer shall be required pursuant to the Lead Securitization
Servicing Agreement to service the Mortgage Loan in accordance with the Servicing Standard, the terms of the Mortgage Loan Documents,
the Lead Securitization Servicing Agreement and applicable law, and shall not take any action or refrain from taking any action or follow
any direction inconsistent with the foregoing.


At any time that the Mortgage
Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Note Holders agree to cause the Mortgage
Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note Holders, pursuant to a servicing agreement
that has servicing terms substantially similar to the Lead Securitization Servicing Agreement and all references herein to the “Lead
Securitization Servicing Agreement” shall mean such subsequent servicing agreement; provided, however, that the Notes
that constituted the Lead Securitization Note shall continue to be considered as the Lead Securitization Note; provided further, however,
that unless otherwise agreed to by the holder of the Lead Securitization Note, the master servicer under such subsequent servicing agreement
shall not be required to make any P&I Advance in respect of such Note; provided further, however, that if the Non-Lead
Securitization Note is in a Securitization, then a written confirmation shall have been obtained from each Rating Agency rating such Securitization
that the appointment of the




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servicer(s) pursuant to such servicing agreement
would not, in and of itself, cause a downgrade, qualification or withdrawal of the then-current ratings assigned to the securities issued
in connection with such Securitization; provided, further, however, that until a replacement servicing agreement
has been entered into, the Lead Securitization Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of
the Lead Securitization Servicing Agreement (excluding, however, any obligation to make any P&I Advances in respect of the Lead Securitization
Note except as specifically agreed to by the Servicer, and provided that the Servicer’s right to reimbursement for Property Advances
as set forth in Section 2(b) shall remain in effect) as if such agreement was still in full force and effect with respect to the
Mortgage Loan, by the Servicer in the Lead Securitization or by any Person appointed by the Lead Securitization Note Holder that is a
qualified servicer meeting the requirements of the Lead Securitization Servicing Agreement (and, in the case of the Special Servicer,
that satisfies the Required Special Servicer Rating).


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


In addition, the Non-Lead
Securitization Note Holder (including, but not limited to, the Non-Lead Securitization Trust) shall be required to, promptly following
notice from the Master Servicer or the Special Servicer, pay or reimburse the Lead Securitization for the Non-Lead Securitization Note
Holder’s pro rata share of any Additional Trust Fund Expenses with respect to the Mortgage Loan or the Mortgaged Property, any other
fees, costs or expenses incurred in connection with the servicing and administration of the Mortgage Loan as to which the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or




    	16



    


    

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, in each case to the extent amounts on deposit in the Loan Combination Custodial Account that are allocated to the Non-Lead
Securitization Note are insufficient for reimbursement of such amounts (which such reimbursement shall be made, if the Non-Lead Securitization
Note has been included in a Non-Lead Securitization, from general collections or any other amounts from such Non-Lead Securitization Trust).
The Non-Lead Securitization Note Holder agrees to indemnify (i) (as and to the same extent the Lead Securitization Trust is required to
indemnify each of the following parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of the
Lead Securitization Servicing Agreement) each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Operating Advisor and the Depositor (and any director, officer, employee or agent of any of the foregoing, to the extent such parties
are identified as indemnified parties in the Lead Securitization Servicing Agreement in respect of other mortgage loans) and (ii) the
Lead Securitization Trust (such parties in clause (i) and the Lead Securitization Trust, collectively, the “Indemnified Parties”)
against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees
and expenses incurred in connection with the servicing and administration of the Mortgage Loan and the Mortgaged Property (or, with respect
to the Operating Advisor, incurred in connection with the provision of services for the Mortgage Loan) under the Lead Securitization Servicing
Agreement (collectively, the “Indemnified Items”) to the extent of its pro rata share of such Indemnified Items, and
to the extent amounts on deposit in the Loan Combination Custodial Account that are allocated to the Non-Lead Securitization Note are
insufficient for reimbursement of such amounts, the Non-Lead Securitization Note Holder shall be required to, promptly following notice
from the Master Servicer, the Special Servicer or the Trustee, reimburse each of the applicable Indemnified Parties for its pro rata share
of the insufficiency (including, if the Non-Lead Securitization Note has been included in a Non-Lead Securitization, from general collections
or any other amounts from such Non-Lead Securitization Trust).


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




    	17



    


    

proposed Property Advance would be non-recoverable
or an outstanding Property 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
each other servicer and trustee under the Securitizations, as the case may be, within two (2) Business Days of making such determination.
Each of the Master Servicer, the Trustee, the Non-Lead Master Servicer and the Non-Lead Trustee, as applicable, will only be entitled
to reimbursement for a P&I Advance that becomes non-recoverable and Advance Interest Amounts thereon first from the Loan Combination
Custodial Account from amounts allocable to the Note for which such P&I Advance was made, and then, if funds are insufficient,
(i) in the case of the Lead Securitization Note, from general collections of the Lead Securitization Trust, pursuant to the terms of the
Lead Securitization Servicing Agreement and (ii) in the case of the Non-Lead Securitization Note, from general collections of the related
Securitization Trust, as and to the extent provided in the Non-Lead Securitization Servicing Agreement.


(c)       The
Lead Securitization Note Holder 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 the Non-Lead Master Servicer and the Non-Lead Trustee of any
P&I Advance it has made with respect to the Lead Securitization Note within two (2) Business Days of making such advance;


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


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




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Business Day after the scheduled monthly
payment date under the Mortgage Loan Agreement, provided, that any late collections received by the Master Servicer after the related
due date under the Mortgage Loan shall be remitted by the Master Servicer in accordance with Section 2(c)(xi) below;


(iv)       in
connection with the expedited remittances contemplated by the preceding clause (iii) and the expedited reporting contemplated by the following
clause (v), the Special Servicer shall (x) expedite its delivery of reports to the Master Servicer with respect to the Mortgage Loan or
the Mortgaged 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 each Non-Lead
Securitization Note Holder 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 Mortgaged
Property so that the Master Servicer’s remittances to each Non-Lead Securitization Note Holder contemplated by the preceding clause
(iii) may include all amounts for the applicable collection period;


(v)       with
respect to the 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 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 Mortgaged Property, the Non-Lead Securitization Note, the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee, by the earlier of (x) the Master Servicer Remittance Date and (y) the Business Day following the Non-Lead Securitization
Determination Date, in each case so 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 the Non-Lead Securitization Note Holder
all documents, certificates, instruments, notices, reports, operating statements, rent rolls and other information regarding the Mortgage
Loan provided by it to any other party to the Lead Securitization Servicing Agreement at the time provided to such other party;


(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 Note Holders (including the respective trustees and certificateholders)
in accordance with the terms and provisions of this Agreement, the Lead Securitization Servicing Agreement and the Servicing Standard;


(viii)       the
Non-Lead Securitization Note Holder shall be entitled to the same indemnity as the Lead Securitization Note Holder under the Lead Securitization
Servicing Agreement; each of the Master Servicer, the Special Servicer, the Trustee, the Certificate




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


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




    	20



    


    

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


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


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




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


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


(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 both 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 the Non-Lead Master Servicer who shall provide notice to the Non-Controlling Note Holder of the planned
sale and of the Non-Controlling Note Holder’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 the Non-Lead Securitization
Note Holder without the consent of the Non-Lead Securitization Note Holder;


(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 the Non-Lead Securitization to the same extent
provided with respect to the commercial mortgage pass-through certificates issued in connection with the Lead Securitization;


(xvii)       Servicer
Termination Events with respect to the Master Servicer and the Special Servicer shall include: (i) solely with respect to the Master Servicer,
the failure to timely remit payments to the Non-Lead Securitization Note Holder, which failure continues unremedied for one (1) Business
Day following the date on which such payment was to be made; (ii) solely with respect to the Special Servicer, the failure to deposit
into any REO Account any amount required to be so deposited within two (2) Business Days after the date such deposit was to be made, or
the failure to remit to the Master Servicer for deposit into the Collection Account or the related Loan Combination Custodial Account,
as applicable, any amount required to be so remitted by the Special Servicer within one (1) Business Day after the date such remittance
was to be made; (iii) 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 the Non-Lead Securitization by the Rating
Agencies rating such securities (and such qualification, downgrade, withdrawal or “watch status” placement shall not have
been withdrawn by such rating agencies within sixty (60) days of actual knowledge of such event by the Master Servicer or the Special
Servicer, as the case may be), and publicly citing




    	22



    


    

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


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


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


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


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




    	23



    


    

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


(ii)       each
of the Indemnified Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required to indemnify each
of such Indemnified Parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of the Lead Securitization
Servicing Agreement and, in the case of the Lead Securitization Trust, to the extent of any Additional Trust Fund Expenses with respect
to the Mortgage Loan) by the Non-Lead Securitization Trust, against any of the Indemnified Items to the extent of its pro rata share of
such Indemnified Items and, to the extent amounts on deposit in the Loan Combination Custodial Account that are allocated to the Non-Lead
Securitization Note are insufficient for reimbursement of such amounts, the Non-Lead Master Servicer will be required to reimburse each
of the applicable Indemnified Parties for the Non-Lead Securitization Note’s pro rata share of the insufficiency out of general
funds in the collection account (or equivalent account) established under the Non-Lead Securitization Servicing Agreement;


(iii)       the
Non-Lead Master Servicer, Non-Lead Trustee or Non-Lead Certificate Administrator will be required to deliver to the Trustee, the Certificate
Administrator, the Special Servicer, the Master Servicer and the Operating Advisor (i) promptly following the




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Non-Lead Securitization, notice of the
deposit of the Non-Lead Securitization Note into a Securitization Trust (which notice may be (x) in the form of delivery (which may be
by email) of a copy of the Non-Lead Securitization Servicing Agreement, or (y) by email notification together with contact information
for the Non-Lead Trustee, the Non-Lead Certificate Administrator, the Non-Lead Master Servicer, the Non-Lead Special Servicer and the
party designated to exercise the rights of the “Non-Controlling Note Holder” under this Agreement), accompanied by a copy
of the executed Non-Lead Securitization Servicing Agreement, and (ii) notice of any subsequent change in the identity of the Non-Lead
Master Servicer, the Non-Lead Trustee or the party designated to exercise the rights of the “Non-Controlling Note Holder”
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.


(e)       The
Lead Securitization Note Holder shall:


(i)                
on the closing date of the Lead Securitization, send a copy (in EDGAR-compatible format) of the Lead Securitization Servicing Agreement
to the other Note Holder; and


(ii)              
give the other Note Holder written notice (which may be by email) in a timely manner (but no later than one (1) Business Day prior
to the applicable filing date) of any re-filing (other than a filing made in connection with a formal amendment of the Lead Securitization
Servicing Agreement) by the Depositor of the Lead Securitization Servicing Agreement subsequent to the Securitization Date if such filing
contains revisions or changes that are material to the other Note Holder.


Section 3.Priority
of Payments. Each Note shall be of equal priority, and no portion of either Note shall have priority or preference over any portion
of the other Note or security therefor.


All amounts tendered by the
Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged
Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds,
proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan, Condemnation Proceeds, or
Insurance Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or
released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents), but excluding (x) all amounts for
required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan
Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection
expenses or Property Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing
Agreement and (y) all amounts that are then due, payable or reimbursable (except for (i) any reimbursements of P&I Advances previously
made (and interest thereon) on the Lead




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Securitization Note, and (ii) any Servicing
Fees due to the Master Servicer in excess of the Non-Lead Securitization Note’s pro rata share of that portion of such Servicing
Fees calculated at the “primary servicing fee rate” (or analogous term) applicable to the Mortgage Loan as set forth in the
Lead Securitization Servicing Agreement) to any Servicer or the Trustee, with respect to the Mortgage Loan pursuant to the Lead Securitization
Servicing Agreement (including without limitation, any Additional Trust Fund Expenses relating to the Mortgage Loan (but subject to second
paragraph of Section 5(e) hereof) reimbursable to, or payable to, such parties and any Special Servicing Fees, Liquidation Fees,
Workout Fees, Assumption Fees, Modification Fees, Penalty Charges (to the extent provided in the immediately following paragraph) and
any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization
Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis.


For clarification purposes,
Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid on each Note shall first, be used to reduce, on
a pro rata basis, the amounts payable on each Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer
for any interest accrued on any Property Advances and reimbursement of any Property Advances in accordance with the terms of the Lead
Securitization Servicing Agreement, second, be used to reduce the respective amounts payable on each Note by the amount necessary
to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made
with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or the Non-Lead Securitization
Servicing Agreement, as applicable), third, be used to reduce, on a pro rata basis, the amounts payable on each Note by the amount
necessary to pay Additional Trust Fund Expenses (including Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred
with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and, finally, be paid to the Master
Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement.


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


Section 5.Administration
of the Mortgage Loan.


(a)       Subject
to this Agreement (including but not limited to Section 5(d)) and the Lead Securitization Servicing Agreement and subject to the
rights and consents, where required, of the Controlling Note Holder Representative, the Lead Securitization Note Holder (or the Master
Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) shall have the sole and exclusive
authority with respect to the administration of, and




    	26



    


    

exercise of rights and remedies with respect
to, the Mortgage Loan, including, without limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan Documents
or consent to any action or failure to act by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents, call or waive
any Event of Default, accelerate the Mortgage Loan or institute any foreclosure action or other remedy, and the Non-Lead Securitization
Note Holder shall have no voting, consent or other rights whatsoever except as explicitly set forth herein with respect to the Lead Securitization
Note Holder’s administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan. Subject to this Agreement
and the Lead Securitization Servicing Agreement, the Non-Lead Securitization Note Holder agrees that it shall have no right to, and the
Non-Lead Securitization Note Holder hereby presently and irrevocably assigns and conveys to the Lead Securitization Note Holder (or the
Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) the rights, if any, that
such Note Holder has to, (i) call or cause the Lead Securitization Note Holder to call an Event of Default under the Mortgage Loan, or
(ii) exercise any remedies with respect to the Mortgage Loan or the Mortgage Loan Borrower, including, without limitation, filing or causing
the Lead Securitization Note Holder to file any bankruptcy petition against the Mortgage Loan Borrower. The Lead Securitization Note Holder
(or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) shall not have any
fiduciary duty to the Non-Lead Securitization Note Holder in connection with the administration of the Mortgage Loan (but the foregoing
shall not relieve the Lead Securitization Note Holder from the obligation to make any disbursement of funds as set forth herein or its
obligation to follow the Servicing Standard (in the case of the Master Servicer or the Special Servicer) or any liability for failure
to do so).


Each Note Holder hereby acknowledges
the right and obligation of the Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead Securitization Note
Holder), upon the Mortgage Loan becoming a Defaulted Mortgage Loan, to sell the Notes as notes evidencing one whole loan in accordance
with the terms of the Lead Securitization Servicing Agreement. In connection with any such sale, the Special Servicer shall be required
to sell the Notes together in such manner as will be reasonably likely to realize a fair price. Subject to the other provisions of this
paragraph and the two following paragraphs and the applicable provisions of the Lead Securitization Servicing Agreement, the Special Servicer
shall accept the first (and, if multiple offers are contemporaneously received, the highest) cash offer received from any Person that
constitutes a fair price for such Defaulted Mortgage Loan. The Special Servicer shall notify the Controlling Note Holder Representative
and the Non-Controlling Note Holder Representative of any inquiries or offers received regarding the sale of such Defaulted Mortgage Loan.


Whether any cash offer constitutes
a fair price for the Mortgage Loan shall be determined by the Special Servicer, if the highest offeror is a Person other than an Interested
Person, and by the Trustee, if the highest offeror is an Interested Person (provided that the Trustee may not be an offeror) unless (i)
the offer is equal to or greater than the applicable Purchase Price, (ii) the offer is the highest offer received and (iii) at least two
other offers are received from independent third parties; provided, however, 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 other offers are received from independent third parties.
In all cases under this Agreement (except to the extent the Trustee is not required to determine whether any cash offer constitutes a
fair price for the Mortgage Loan pursuant to the immediately preceding sentence), in determining whether any offer received from an Interested
Person represents a fair price for the Mortgage Loan, the Trustee shall




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be supplied with and shall rely on the most
recent Appraisal or updated Appraisal conducted in accordance with the Lead Securitization Servicing Agreement within the preceding 9-month
period or, in the absence of any such Appraisal, on a new Appraisal. The appraiser conducting any such new Appraisal shall be an Appraiser
selected by (i) the Special Servicer if no Interested Person is making an offer with respect to the Mortgage Loan and (ii) the Trustee
if an Interested Person is so making an offer. The cost of any such Appraisal shall be covered by, and shall be reimbursable as, a Property
Advance. In determining whether any such offer from a Person other than an Interested Person constitutes a fair price for the Mortgage
Loan, the Special Servicer shall take into account (in addition to the results of any Appraisal, updated Appraisal or narrative Appraisal
that it may have obtained pursuant to the Lead Securitization Servicing Agreement within the prior 9 months), and in determining whether
any offer from an Interested Person constitutes a fair price for the Mortgage Loan, any Appraiser shall be instructed to take into account,
as applicable, among other factors, the period and amount of any delinquency on the Mortgage Loan, the occupancy level and physical condition
of the related Mortgaged Property and the state of the local economy. The Purchase Price for the Mortgage Loan shall in all cases be deemed
a fair price; provided, however, that with respect to Interested Parties, the requirements of the first sentence of this paragraph
must be satisfied. Notwithstanding anything contained in this paragraph to the contrary, if the Trustee is required to determine whether
a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the Interested Person)
designate an independent third party expert in real estate or commercial mortgage loan matters with at least 5 years’ experience
in valuing or investing in loans similar to the Mortgage Loan that has been selected with reasonable care by the Trustee to determine
if such cash offer constitutes a fair price for the Mortgage Loan. If the Trustee designates such a third party to make such determination,
the Trustee will be entitled to rely conclusively upon such third party’s determination. The reasonable costs of all appraisals,
inspection reports and broker opinions of value incurred by any such third party pursuant to this paragraph will be covered by, and will
be reimbursable by the Interested Person; provided that the Trustee will not engage a third party expert whose fees exceed a commercially
reasonable amount as determined by the Trustee.


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




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Controlling Note Holder, the Controlling Note
Holder Representative, the Non-Controlling Note Holder and the Non-Controlling Note Holder Representative shall be permitted to submit
an offer at any sale of the Mortgage Loan unless such Person is the Mortgage Loan Borrower or an agent or Affiliate of the Mortgage Loan
Borrower.


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


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


(b)       The
administration of the Mortgage Loan shall be governed by this Agreement and the Lead Securitization Servicing Agreement. The servicing
of the Mortgage Loan shall be carried out by the Master Servicer and, if the Mortgage Loan is a Specially Serviced Mortgage Loan (or to
the extent otherwise provided in the Lead Securitization Servicing Agreement), by the Special Servicer, in each case pursuant to the Lead
Securitization Servicing Agreement. Notwithstanding anything to the contrary contained herein, in accordance with the Lead Securitization
Servicing Agreement, the Lead Securitization Note Holder shall cause the Master Servicer and the Special Servicer to service and administer
the Mortgage Loan in accordance with the Servicing Standard, taking into account the interests of both Note Holders as a collective whole.
The Note Holders agree to be bound by the terms of the Lead Securitization Servicing Agreement. All rights and obligations of the Lead
Securitization Note Holder described hereunder may be exercised by the Master Servicer, the Special Servicer, the Certificate Administrator
and/or the Trustee on behalf of the Lead Securitization Note Holder. The Lead Securitization Servicing Agreement shall not be amended
in any manner that may materially and




    	29



    


    

adversely affect the Non-Lead Securitization
Note Holder without the Non-Lead Securitization Note Holder’s prior written consent. The Non-Lead Securitization Note Holder (unless
it is the same Person as or an Affiliate of the Mortgage Loan Borrower) shall be a third-party beneficiary to the Lead Securitization
Servicing Agreement with respect to its rights as specifically provided for therein.


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


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




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


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


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


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




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funds for payment of any such taxes, costs
or expenses or advances, nor shall any disbursement or payment otherwise distributable to the other Note Holder be reduced to offset or
make-up any such payment or deficit.


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


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


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




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


(c)       The
Non-Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights
and obligations with respect to the Mortgage Loan (the “Non-Controlling Note Holder Representative”). All of the provisions
relating to the Controlling Note Holder and the Controlling Note Holder Representative set forth in Section 6(a) (except those
contained in the last sentence thereof) and Section 6(b) shall apply to the Non-Controlling Note Holder and the Non-Controlling
Note Holder Representative mutatis mutandis. The Non-Controlling Note Holder Representative, as of the date of this Agreement and
until the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer) is notified otherwise, shall be the Initial
Note Holder of the Non-Controlling Note, provided that at any time a Non-Controlling Note is included in a Securitization, references
to a “Non-Controlling Note Holder” herein shall mean, with respect to such Note, the Non-Lead Securitization Subordinate Class
Representative or any other party assigned the rights to exercise the rights of a “Non-Controlling Note Holder” hereunder,
as and to the extent provided in the related Non-Lead Securitization Servicing Agreement and as to the identity of which the Lead Securitization
Note Holder (and the Master Servicer and the Special Servicer) has been given written notice.


Section 7.Appointment
of Special Servicer. The Controlling Note Holder (or its Controlling Note Holder Representative) shall have the right at any time
and from time to time, with or without cause, subject to the terms and conditions of the Lead Securitization Servicing Agreement, to replace
the Special Servicer then acting with respect to the Mortgage Loan and appoint a replacement Special Servicer in lieu thereof. Any designation
by the Controlling Note Holder (or its Controlling Note Holder Representative) of a Person to serve as Special Servicer shall be made
by delivering to the other Note Holder, the Master Servicer, the then existing Special Servicer and other parties to the Lead Securitization
Servicing Agreement a written notice stating such designation and satisfying the other conditions to such replacement as set forth in
the Lead Securitization Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required by the terms of
the Lead Securitization Servicing Agreement), if any; provided, that in the event the replacement Special Servicer does not have the Required
Special Servicer Rating from any Rating Agency rating the Non-Lead Securitization, a Rating Agency Confirmation will be required to be
obtained with respect to such Rating Agency and delivered to the Non-Lead Securitization Note Holder. The Controlling Note Holder shall
be solely responsible for any expenses incurred in connection with any such replacement without cause. The Controlling Note Holder shall
notify the other parties hereto of its termination of the then currently serving Special Servicer and its appointment of a replacement
Special Servicer in accordance with this Section 7. If the Controlling Note Holder has not appointed a Special Servicer with respect
to the Mortgage Loan as of the consummation of the securitization under the Lead Securitization Servicing




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Agreement, then the initial Special Servicer
designated in the Lead Securitization Servicing Agreement shall serve as the initial Special Servicer but this shall not limit the right
of the Controlling Note Holder (or its Controlling Note Holder Representative) to designate a replacement Special Servicer for the Mortgage
Loan as aforesaid. If a Servicer Termination Event on the part of the Special Servicer has occurred that affects the Non-Controlling Note
Holder, the Non-Controlling Note Holder shall have the right to direct the Trustee (or at any time that the Mortgage Loan is no longer
included in a Securitization Trust, the Controlling Note Holder) to terminate the Special Servicer under the Lead Securitization Servicing
Agreement (or at any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement,
the successor servicing agreement pursuant to which the Mortgage Loan is being serviced) solely with respect to the Mortgage Loan pursuant
to and in accordance with the terms of the Lead Securitization Servicing Agreement (or at any time that the Mortgage Loan is no longer
subject to the provisions of the Lead Securitization Servicing Agreement, the successor servicing agreement pursuant to which the Mortgage
Loan is being serviced). The Controlling Note Holder and the Non-Controlling Note Holder acknowledge and agree that any successor special
servicer appointed to replace the Special Servicer with respect to the Mortgage Loan that was terminated for cause at the Non-Controlling
Note Holder’s direction cannot at any time be the person (or an Affiliate thereof) that was so terminated without the prior written
consent of the Non-Controlling Note Holder. The Non-Controlling Note Holder shall be solely responsible for reimbursing the Trustee’s
or the Controlling Note Holder’s, as applicable, costs and expenses, if not paid within a reasonable time by the terminated special
servicer and, in the case of the Trustee, that would otherwise be reimbursed to the Trustee from amounts on deposit in the Collection
Account.


Section 8.Payment
Procedure.


(a)       The
Lead Securitization Note Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead
Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Loan Combination
Custodial Account pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder
(or the Master Servicer acting on its behalf) shall deposit such amounts to the applicable account within two (2) Business Days after
receipt of properly identified funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf
of the Mortgage Loan Borrower.


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




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


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


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


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


Section 10.Bankruptcy.
Subject to Section 5(d), each Note Holder hereby covenants and agrees that only the Servicer has the right to institute, file,
commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke
or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint
a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower
or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each
Note Holder further agrees that only the Servicer, and not the Non-Lead Securitization Note Holder or any of its representatives, can
make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other
action in any case by or against the Mortgage Loan Borrower under the Bankruptcy




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


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


Section 12.Independent
Analysis of Each Note Holder. Each Note Holder acknowledges that, except for the representations made in Section 11, it has,
independently and without reliance upon any other Note Holders and based on such documents and information as such Note Holder has deemed
appropriate, made its own credit analysis and decision to purchase its respective Note. Each Note Holder hereby acknowledges that the
other Note Holders shall have no 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
in connection with the origination of the Mortgage Loan, (iii) the validity, sufficiency or effectiveness of the lien created or to be
created by the Mortgage Loan Documents, or (iv) the financial condition of the Mortgage Loan Borrower. Each Note Holder assumes all risk
of loss in connection with its respective Note for reasons other than gross




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negligence, willful misconduct or breach of
this Agreement by any other Note Holder or gross negligence, willful misconduct or bad faith by any Servicer.


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 the Note Holders as a partnership, association, joint venture or other entity. Neither
Note Holder shall have any obligation whatsoever to offer to the other Note Holder the opportunity to purchase a participation interest
in any future loans originated by such Note Holder or its Affiliates and if either Note Holder chooses to offer to the other Note Holder
the opportunity to purchase a participation interest in any future mortgage loans originated by such Note Holder or its Affiliates, such
offer shall be at such purchase price and interest rate as such Note Holder chooses, in its sole and absolute discretion. Neither Note
Holder shall have any obligation whatsoever to purchase from the other Note Holder a participation interest in any future loans originated
by such Note Holder or its Affiliates.


Section 14.Other Business
Activities of the Note Holders. Each Note Holder acknowledges that the other Note Holder or its Affiliates may make loans or otherwise
extend credit to, and generally engage in any kind of business with, the Mortgage Loan Borrower or any Affiliate thereof, any entity that
is a holder of debt secured by direct or indirect ownership interests in the Mortgage Loan Borrower or any entity that is a holder of
a preferred equity interest in the Mortgage Loan Borrower (each, a “Mortgage Loan Borrower Related Party”), and receive
payments on such other loans or extensions of credit to Mortgage Loan Borrower Related Parties and otherwise act with respect thereto
freely and without accountability in the same manner as if this Agreement and the transactions contemplated hereby were not in effect.


Section 15.Sale of
the Notes.


(a)       Each
Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose
of all or any portion of its respective Note (a “Transfer”) except to a Qualified Institutional Lender. Promptly after
the Transfer, the non-transferring Note Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder
certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately
following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 16 (unless the transferee
is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to comply with this Agreement).
If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender,
it must first obtain the consent of the non-transferring Note Holder and, if such non-transferring Note Holder’s Note is held in
a Securitization Trust, a confirmation in writing from each Rating Agency that such Transfer will not result in a qualification, downgrade
or withdrawal of its then current rating of the securities issued pursuant to the related Securitization. Notwithstanding the foregoing,
without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring
Note Holder’s Note is held in a Securitization Trust, without a confirmation in writing from each Rating Agency that such Transfer
will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related
Securitization, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage
Loan Borrower or a Mortgage Loan Borrower




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Related Party and any such Transfer shall be
absolutely null and void and shall vest no rights in the purported transferee. The transferring Note Holder agrees that it shall pay the
expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer and the Trustee) and
all expenses relating to the confirmation from the Rating Agencies in connection with any such Transfer. Notwithstanding the foregoing,
each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder, the Rating Agencies or any other
Person, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 15(a)
shall apply in the case of (1) a sale of all the Notes in accordance with the terms and conditions of the Lead Securitization Servicing
Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing
Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Mortgage Loan, to a single member
limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single
member limited liability companies or limited partnerships, by the Lead Securitization Trust.


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


(b)       In
the case of any Transfer of a participation interest in any of the Notes, (i) the respective Note Holders’ obligations under this
Agreement shall remain unchanged, (ii) such Note Holders shall remain solely responsible for the performance of such obligations, and
(iii) the Lead Securitization Note Holder and any Persons acting on its behalf shall continue to deal solely and directly with such Note
Holder in connection with such Note Holder’s rights and obligations under this Agreement and the Lead Securitization Servicing Agreement,
and all amounts payable hereunder shall be determined as if such Note Holder had not sold such participation interest.


(c)       Notwithstanding
any other provision hereof, any Note Holder may pledge (a “Pledge”) its Note to any entity (other than the Mortgage
Loan Borrower or any Affiliate thereof) which has extended a credit facility to such Note Holder and that is either a Qualified Institutional
Lender or a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each
Rating Agency (a “Note Pledgee”), on terms and conditions set forth in this Section 15(c), it being further
agreed that a financing provided by a Note Pledgee to a Note Holder or any person which Controls such Note that is secured by its Note
and is structured as a repurchase arrangement, shall qualify as a “Pledge” hereunder, provided that a Note Pledgee
which is not a Qualified Institutional Lender may not take title to the pledged Note without a Rating Agency Confirmation. Upon written
notice by the applicable Note Holder to the other




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Note Holder and any Servicer that a Pledge
has been effected (including the name and address of the applicable Note Pledgee), the other Note Holder agrees to acknowledge receipt
of such notice and thereafter agrees: (i) to give such Note Pledgee written notice of any default by the pledging Note Holder in respect
of its obligations under this Agreement of which default such Note Holder has actual knowledge; (ii) to allow such Note Pledgee a period
of ten (10) days to cure a default by the pledging Note Holder in respect of its obligations to the other Note Holder hereunder, but such
Note Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement
shall be effective against such Note Pledgee without the written consent of such Note Pledgee, which consent shall not be unreasonably
withheld, conditioned or delayed; (iv) that such other Note Holder shall give to such Note Pledgee copies of any notice of default under
this Agreement simultaneously with the giving of same to the pledging Note Holder; (v) that such other Note Holder shall deliver to Note
Pledgee such estoppel certificate(s) as Note Pledgee shall reasonably request, provided that any such certificate(s) shall be in
a form reasonably satisfactory to such other Note Holder; and (vi) that, upon written notice (a “Redirection Notice”)
to the other Note Holder and any Servicer by such Note Pledgee that the pledging Note Holder is in default, beyond any applicable cure
periods, under the pledging Note Holder’s obligations to such Note Pledgee pursuant to the applicable credit agreement between the
pledging Note Holder and such Note Pledgee (which notice need not be joined in or confirmed by the pledging Note Holder), and until such
Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee shall be entitled to receive any payments that any Note
Holder or Servicer would otherwise be obligated to pay to the pledging Note Holder from time to time pursuant to this Agreement or the
Lead Securitization Servicing Agreement. Any pledging Note Holder hereby unconditionally and absolutely releases the other Note Holder
and any Servicer from any liability to the pledging Note Holder on account of such other Note Holder’s or Servicer’s compliance
with any Redirection Notice believed by any Servicer or such other Note Holder to have been delivered by a Note Pledgee. Note Pledgee
shall be permitted to exercise fully its rights and remedies against the pledging Note Holder to such Note Pledgee (and accept an assignment
in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Note Holders and
any Servicer shall recognize such Note Pledgee (and any transferee other than the Mortgage Loan Borrower or any Affiliate thereof which
is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Note Pledgee or any transfer in lieu of foreclosure),
and its successor and assigns, as the successor to the pledging Note Holder’s rights, remedies and obligations under this Agreement,
and any such Note Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Note Holder hereunder
accruing from and after such Transfer (i.e., realization upon the collateral by such Note Pledgee) and agrees to be bound by the
terms and provisions of this Agreement. The rights of a Note Pledgee under this Section 15(c) shall remain effective as to any
Note Holder (and any Servicer) unless and until such Note Pledgee shall have notified any such Note Holder (and any Servicer, as applicable)
in writing that its interest in the pledged Note has terminated.


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




    	39



    


    

notwithstanding that such Conduit is not a
Qualified Institutional Lender, if the following conditions are satisfied:


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


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


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


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


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


Section 16.Registration
of the Notes and Each Note Holder. The Agent shall keep or cause to be kept at the Agent Office books (the “Note Register”)
for the registration and transfer of the Notes. The Agent shall serve as the initial note registrar and the Agent hereby accepts such
appointment. The names and addresses of the holders of the Notes and the names and addresses of any transferee of any Note of which the
Agent has received notice, in the form of a copy of the assignment and assumption agreement referred to in this Section 16, 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. Upon request of a Note Holder, the Agent shall provide such party with the names and
addresses of the other Note Holder. To the extent the Trustee or another party is appointed as Agent hereunder, each Note Holder hereby
designates such person as its agent under this Section 16 solely for purposes of maintaining the Note Register.


In connection with any Transfer
of a Note (but excluding any Pledgee unless and until it realizes on its Pledge), a transferee shall execute an assignment and assumption
agreement (unless the transferee is a Securitization Trust and the related pooling and servicing agreement requires the parties
thereto to comply with this Agreement), whereby such transferee assumes all of the obligations of the applicable Note Holder hereunder
with respect to such Note thereafter accruing and agrees to be bound by the terms of this Agreement, including the applicable restriction
on Transfers set forth in Section 15, from and after the date of such assignment. No transfer of a Note may be made unless it is
registered on the Note Register, and the Agent shall not recognize any attempted or purported transfer of any Note in violation of the
provisions of




    	40



    


    

Section 15 and this Section 16.
Any such purported transfer shall be absolutely null and void and shall vest no rights in the purported transferee. Each Note Holder desiring
to effect such transfer shall, and does hereby agree to, indemnify the Agent and the other Note Holder against any liability that may
result if the transfer is not made in accordance with the provisions of this Agreement.


Section 17.Governing
Law; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP
OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CHOICE OF LAW RULES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH OF THE PARTIES HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.


Section 18.Submission
to Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:


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


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


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


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


Section 19.Modifications.
This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by each Note Holder. Additionally,
for as




    	41



    


    

long as any Note is contained in a Securitization
Trust, the Note Holders shall not amend or modify this Agreement without first receiving a written confirmation from each Rating Agency
that such amendment or modification will not result in a qualification, withdrawal or downgrade of its then current ratings of the securities
issued in connection with a Securitization; provided that no such confirmation from the Rating Agencies shall be required in connection
with a modification (i) to cure any ambiguity, to correct or supplement any provisions herein that may be defective or inconsistent with
any other provisions herein or with the Lead Securitization Servicing Agreement, or (ii) to make other provisions with respect to matters
or questions arising under this Agreement, which shall not be inconsistent with the provisions of this Agreement.


Section 20.Successors
and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns. Except as provided herein, including without limitation, with respect to the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Non-Lead Master Servicer, the Non-Lead Special Servicer and the Non-Lead
Trustee, none of the provisions of this Agreement shall be for the benefit of or enforceable by any Person not a party hereto. Subject
to Section 15 and Section 16, each Note Holder may assign or delegate its rights or obligations under this Agreement. Upon
any such assignment, the assignee shall be entitled to all rights and benefits of the applicable Note Holder hereunder.


Section 21.Counterparts.
This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when
taken together shall constitute one and the same instrument, and the words “executed,” “signed,” “signature,”
and words of like import as used above and elsewhere in this Agreement or in any other certificate, agreement or document related to this
transaction shall include, in addition to manually executed signatures, images of manually executed signatures transmitted by facsimile
or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic
signatures (including, without limitation, any electronic sound, symbol, or process, attached to or logically associated with a contract
or other record and executed or adopted by a person with the intent to sign the record). 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 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.


Section 22.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 23.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




    	42



    


    

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


Section 25.Withholding
Taxes. (a) If the Lead Securitization Note Holder or the Mortgage Loan Borrower shall be required by law to deduct and withhold Taxes
from interest, fees or other amounts payable to the Non-Lead Securitization Note Holder with respect to the Mortgage Loan as a result
of the Non-Lead Securitization Note Holder constituting a Non-Exempt Person, the Lead Securitization Note Holder, in its capacity as servicer,
shall be entitled to do so with respect to the Non-Lead Securitization Note Holder’s interest in such payment (all withheld amounts
being deemed paid to such Note Holder), provided that the Lead Securitization Note Holder shall furnish the Non-Lead Securitization
Note Holder with a statement setting forth the amount of Taxes withheld, the applicable rate and other information which may reasonably
be requested for purposes of assisting such Note Holder to seek any allowable credits or deductions for the Taxes so withheld in each
jurisdiction in which such Note Holder is subject to tax.


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


(c)       Each
Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) represents (for the benefit of the Mortgage
Loan Borrower) that it is not a Non-Exempt Person and that neither the Lead Securitization Note Holder nor the Mortgage Loan Borrower
is obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise pursuant to this
Agreement. Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of this Agreement,
each Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) shall deliver to the Lead Securitization
Note Holder or Servicer, as applicable, evidence satisfactory to the Lead Securitization Note Holder substantiating that such Note Holder
is not a Non-Exempt Person and that the Lead Securitization Note Holder is not obligated under applicable law to withhold Taxes on sums
paid to it with respect to the Mortgage Loan or otherwise under




    	43



    


    

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


Section 26.Custody
of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than the Non-Lead Securitization Note) (a)
prior to the Lead Securitization will be held by the Initial Agent (or a custodian on its behalf) and (b) after the Lead Securitization,
will be held by the Lead Securitization Note Holder (in the name of the Trustee and held by a duly appointed custodian therefor in accordance
with the Lead Securitization Servicing Agreement), in each case, on behalf of the registered holders of the Notes.


Section 27.Cooperation
in Securitization.


(a)       Each
Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization. In connection
with a Securitization and subject to the terms of the preceding sentence, at the request of the Lead Securitization Note Holder, the Non-Lead
Securitization Note Holder shall use reasonable efforts, at the Lead Securitization Note Holder’s expense, to satisfy, and to cooperate
with the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the
Lead Securitization Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in
connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or
the Mortgage Loan Documents and to cooperate with the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower
to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies
to effect the Securitization; provided, however, that either in connection with the Lead Securitization or otherwise at
any time prior to the Lead Securitization, the Non-Lead Securitization Note Holder shall not be required to modify or amend this Agreement
or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or amendment
would (i) change the interest allocable to, or the amount of any payments due to or priority of such payments to, the Non-Lead Securitization
Note Holder or (ii) materially increase the Non-Lead Securitization Note Holder’s obligations or materially decrease the Non-Lead
Securitization Note Holder’s rights, remedies or protections. In connection with the Lead Securitization, the Non-Lead Securitization
Note Holder agrees to provide for inclusion in any disclosure document relating to the Lead Securitization such information concerning
the Non-Lead Securitization Note




    	44



    


    

Holder and the Non-Lead Securitization Note
as the Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and the Non-Lead Securitization Note Holder
covenants and agrees that it shall, at the Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of
each Rating Agency and the Lead Securitization Note Holder in connection with the Lead Securitization (including, without limitation,
reasonably cooperating with the Lead Securitization Noteholder (without any obligation to make additional representations and warranties)
to enable the Lead Securitization Noteholder to make all necessary certifications and deliver all necessary opinions (including customary
securities law opinions) in connection with the Mortgage Loan and the Lead Securitization), as well as in connection with all other matters
and the preparation of any offering documents thereof and to review and respond reasonably promptly with respect to any information relating
to the Non-Lead Securitization Note Holder and the Non-Lead Securitization Note in any Securitization document. The Non-Lead Securitization
Note Holder acknowledges that the information provided by it to the Lead Securitization Note Holder may be incorporated into the offering
documents for the Lead Securitization. The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information
supplied by, or on behalf of, the Non-Lead Securitization Note Holder. The Lead Securitization Note Holder will reasonably cooperate with
the Non-Lead Securitization Note Holder by providing all information reasonably requested that is in the Lead Securitization Note Holder’s
possession in connection with the Non-Lead Securitization Note Holder’s preparation of disclosure materials in connection with a
Securitization.


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


Section 28.Notices.
All notices required hereunder shall be given by (i) facsimile transmission (during business hours) if the sender on the same day sends
a confirming copy of such notice by reputable overnight delivery service (charges prepaid), (ii) reputable overnight delivery service
(charges prepaid) or (iii) certified United States mail, postage prepaid return receipt requested, and addressed to the respective parties
at their addresses set forth on Exhibit B hereto, or at such other address as any party shall hereafter inform the other party
by written notice given as aforesaid. All written notices so given shall be deemed effective upon receipt.


Prior to Securitization of
the Non-Lead Securitization Note (including any New Notes), all notices, reports, information or other deliverables required to be delivered
to the Non-Lead Securitization Note Holder or the Non-Controlling Note Holder pursuant to this Agreement or the Lead Securitization Servicing
Agreement by the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) only need to be
delivered to the Non-Controlling Note Holder Representative and, when so delivered to the Non-Controlling Note Holder Representative,
the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied
its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement. Following Securitization
of the Non-Lead Securitization Note, all notices, reports, information or other deliverables required to be delivered to the Non-Lead
Securitization Note Holder or the Non-




    	45



    


    

Controlling Note Holder pursuant to this Agreement
or the Lead Securitization Servicing Agreement by the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer
acting on its behalf) shall be delivered to the Non-Lead Master Servicer and the 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 Non-Lead Securitization Servicing Agreement) and,
when so delivered to the Non-Lead Master Servicer and the Non-Lead Special Servicer, the Lead Securitization Note Holder (or the Master
Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such
items hereunder or under the Lead Securitization Servicing Agreement.


Section 29.Broker.
Each Note Holder represents to each other that no broker was responsible for bringing about this transaction.


Section 30.Certain
Matters Affecting the Agent.


(a)       The
Agent may request and/or rely upon and shall be protected in acting or refraining from acting upon any officer’s certificate or
assignment and assumption agreement delivered to the Agent pursuant to Section 15 and Section 16;


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


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


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


(e)       The
Agent shall not be bound to make any investigation into the facts or matters stated in any officer’s certificate or assignment and
assumption agreement delivered to the Agent pursuant to Section 16;


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


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


Section 31.Reserved.


Section 32.Resignation
of Agent. The Agent may resign at any time on ten (10) days’ prior notice, so long as a successor Agent, reasonably satisfactory
to the Note Holders (it being agreed that a Servicer, the Trustee or a Certificate Administrator in a Securitization is




    	46



    


    

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


Section 33.Resizing.
Notwithstanding any other provision of this Agreement, for so long as CREFI or an affiliate thereof (a “CREFI Entity”)
is the owner of the Non-Lead Securitization Note (the “Owned Note”), such CREFI Entity shall have the right, subject
to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes
(in either case, “New Notes”) reallocating the principal of the Owned Note to such New Notes or severing the Owned
Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal
balance of the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is
no greater than the aggregate principal of the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted
average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis (including
after a default and in connection with a condemnation or prepayment) and such reallocated or component notes shall be automatically subject
to the terms of this Agreement, and (iv) the CREFI Entity holding the New Notes shall notify the Lead Securitization Note Holder, the
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal
amounts. Except for the foregoing reallocation or severance and for modifications pursuant to the Lead Securitization Servicing Agreement
(as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the other
Note Holder. In connection with the foregoing (provided the conditions set forth in (i) through (iv) above are satisfied, as certified
by the CREFI Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute
amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the
purpose of reflecting such reallocation of principal (which may include the amendment or addition of applicable defined terms to reflect
the New Notes) or such severing of the Owned Note. If an Owned Note is severed into “component” notes, such component notes
shall each have the same rights as the related Owned Note. For the avoidance of doubt, Rating Agency Confirmation shall not be required
for any amendments to this Agreement required to facilitate the terms of this Section 33.


[SIGNATURE PAGE FOLLOWS]




    	47



    


    

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





	 	CITI
    REAL ESTATE FUNDING INC., as Initial Note A-1 Holder
	 	 
	 	 	By:	 /s/
    Jason Mercandetti
	 	 	Name: 
    Jason Mercandetti
	 	 	Title:
           Vice President
	 	 


 


	 	CITI
    REAL ESTATE FUNDING INC., as Initial Note A-2 Holder
	 	 
	 	 	By:	 /s/
    Jason Mercandetti
	 	 	Name: 
    Jason Mercandetti
	 	 	Title:
           Vice President
	 	 


 


 


(Co-Lender Agreement – Wells Fargo Center
Tampa)



    	 



    


    

EXHIBIT A


MORTGAGE LOAN SCHEDULE


Description of Mortgage Loan


	Mortgage Loan Borrower:	Ashley Drive Associates LLC, 

Ashley Drive I Associates LLC, 

Ashley Drive II Associates LLC and 

100 South Ashley LLC
	Date of Mortgage Loan:	August 10, 2022
	Original Principal Amount of Mortgage Loan:	$73,000,000
	Principal Amount of Mortgage Loan as of the date hereof:	$73,000,000
	Date of Note A-1 and Note A-2	October 3, 2022
	Initial Note A-1 Principal Balance:	$43,000,000
	Initial Note A-2 Principal Balance:	$30,000,000
	Location of Mortgaged Property:	Tampa, Florida
	Initial Maturity Date:	September 6, 2032


 




    	A-1



    


    

EXHIBIT B


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


Citi Real Estate Funding Inc.

388 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson


Facsimile number: (646) 328-2943


 


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


 


with copies to:


 


Citi Real Estate Funding Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Raul Orozco


Facsimile number: (347) 394-0898


 


with an electronic copy emailed to: raul.d.orozco@citi.com


 


and




Citi Real Estate Funding Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor


Facsimile number: (646) 862-8988


 


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


 


 




    	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