Exhibit 4.7


EXECUTION VERSION


 





 



 


 


CO-LENDER AGREEMENT






Dated as of May 11, 2022





by and among






CITI REAL ESTATE FUNDING INC.


WELLS FARGO BANK, NATIONAL ASSOCIATION


and


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION


79 Fifth Avenue


 


 


 








    	 	 	 



     


    

TABLE OF CONTENTS


Page




	Section 1.   	Definitions.	2
	Section 2.   	Servicing of the Mortgage Loan.	17
	Section 3.   	Priority of Payments.	28
	Section 4.   	Workout.	30
	Section 5.   	Administration of the Mortgage Loan.	30
	Section 6.   	Appointment of Controlling Note Holder Representative and Non-Controlling Note Holder Representative.	33
	Section 7.   	Appointment of Special Servicer.	37
	Section 8.   	Payment Procedure.	38
	Section 9.   	Limitation on Liability of the Note Holders.	39
	Section 10.  	Bankruptcy.	40
	Section 11.   	Representations of the Note Holders.	40
	Section 12.   	No Creation of a Partnership or Exclusive Purchase Right.	41
	Section 13.   	Other Business Activities of the Note Holders.	41
	Section 14.   	Sale of the Notes.	41
	Section 15.   	Registration of the Notes and Each Note Holder.	44
	Section 16.   	Governing Law; Waiver of Jury Trial.	45
	Section 17.   	Submission To Jurisdiction; Waivers.	45
	Section 18.   	Modifications.	46
	Section 19.   	Successors and Assigns; Third Party Beneficiaries.	46
	Section 20.   	Counterparts.	46
	Section 21.   	Captions.	47
	Section 22.   	Severability.	47
	Section 23.   	Entire Agreement.	47
	Section 24.   	Withholding Taxes.	47
	Section 25.   	Custody of Mortgage Loan Documents.	48
	Section 26.   	Cooperation in Securitization.	48
	Section 27.   	Notices.	49
	Section 28.   	Broker.	50
	Section 29.   	Certain Matters Affecting the Agent.	50
	Section 30.   	Termination and Resignation of Agent.	50
	Section 31.   	Resizing.	51




    	 	i	 



     


    

THIS CO-LENDER AGREEMENT
(this “Agreement”), dated as of May 11, 2022, by and among CITI REAL ESTATE FUNDING INC. (“CREFI”
and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-1 described below, the “Initial
Note A-1-1 Holder” and, in its capacity as the initial agent, the “Initial Agent”), CREFI (together
with its successors and assigns in interest, in its capacity as initial owner of Note A-1-2 described below, the “Initial Note A-1-2
Holder”), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-3 described
below, the “Initial Note A-1-3 Holder”), WELLS FARGO BANK, NATIONAL ASSOCIATION (“WFB” and,
together with its successors and assigns in interest, in its capacity as initial owner of Note A-2-1 described below, the “Initial
Note A-2-1 Holder”), WFB (together with its successors and assigns in interest, in its capacity as initial owner of Note
A-2-2 described below, the “Initial Note A-2-2 Holder”), WFB (together with its successors and assigns in interest,
in its capacity as initial owner of Note A-2-3-1 described below, the “Initial Note A-2-3-1 Holder”), WFB (together
with its successors and assigns in interest, in its capacity as initial owner of Note A-2-3-2 described below, the “Initial Note A-2-3-2
Holder”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPMCB” and, together with its successors and assigns
in interest, in its capacity as initial owner of Note A-3-1 described below, the “Initial Note A-3-1 Holder”),
JPMCB (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2-2 described below, the “Initial
Note A-3-2 Holder”), and JPMCB (together with its successors and assigns in interest, in its capacity as initial owner
of Note A-3-3 described below, the “Initial Note A-3-3 Holder”; and collectively with the Initial Note A-1-1 Holder,
the Initial Note A-1-2 Holder, the Initial Note A-1-3 Holder, the Initial Note A-2-1 Holder, the Initial Note A-2-2 Holder, the Initial
Note A-2-3-1 Holder, the Initial Note A-2-3-2 Holder, the Initial Note A-3-1 Holder and the Initial Note A-3-2 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), the Initial Note Holders originated a certain loan (the “Mortgage Loan”)
described on Exhibit A hereto (the “Mortgage Loan Schedule”) to AK 79 Fifth LLC, SAK 79 Fifth LLC and DAK 79 Fifth
LLC (collectively, the “Mortgage Loan Borrower”), which was evidenced by, among other things, nine Notes (as further
described below) in the aggregate original principal amount of $240,000,000 made by the Mortgage Loan Borrower in favor of the Initial
Note Holders, and secured by a first mortgage (as amended, modified or supplemented, the “Mortgage”) on certain real
property located as described in the Mortgage Loan Agreement and certain other property described in the Mortgage Loan Agreement (collectively,
the “Mortgaged Property”);


WHEREAS, the Mortgage Loan
is evidenced by the following promissory notes (as amended, modified or supplemented, including any New Notes, the “Notes”),
the designations and original principal amounts set forth below, each made by the Mortgage Loan Borrower in favor of the applicable Initial
Note Holder as set forth in the table:


 


	Note	Initial Note Holder	Original Principal Balance
	Note A-1-1	CREFI	$50,000,000.00



 



    	 	 	 



     


    

 


	Note	Initial Note Holder	Original Principal Balance
	Note A-1-2	CREFI	$23,000,000.00
	Note A-1-3	CREFI	$23,000,000.00
	Note A-2-1	WFB	$70,000,000.00
	Note A-2-2	WFB	$13,000,000.00
	Note A-2-3-1	WFB	$12,000,000.00
	Note A-2-3-2	WFB	$1,000,000.00
	Note A-3-1	JPMCB	$25,000,000.00
	Note A-3-2	JPMCB	$11,500,000.00
	Note A-3-3	JPMCB	$11,500,000.00


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


“Accelerated Mezzanine
Loan Lender” shall mean a mezzanine lender under a Mezzanine Loan that has been accelerated or as to which foreclosure or enforcement
proceedings have been commenced against the equity collateral pledged to secure such Mezzanine Loan.


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


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


“Agent Office”
shall mean the designated office of the Agent which office initially shall be the office of the Initial Note A-1-1 Holder listed on Exhibit
B hereto and after the Securitization Date, shall be the offices of the Master Servicer. The Agent Office 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.


“Appraisal”
shall mean an appraisal prepared by an appraiser who is licensed or certified to prepare appraisals in the state where the Mortgaged Property
is located, as




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appropriate; provided that each appraiser
will be required to represent in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform
Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation and has certified
that such appraiser had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security
thereof, and its compensation is not affected by the approval or disapproval of the Mortgage Loan.


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


“Asset Representations
Reviewer” shall mean the Asset Representations Reviewer, appointed as provided in the Lead 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 Affiliate”
shall mean, with respect to a Mortgage Loan Borrower, a mortgagor, a manager of a Mortgaged Property or an Accelerated Mezzanine Loan
Lender, (a) any other Person controlling or controlled by or under common control with such borrower, mortgagor, manager or Accelerated
Mezzanine Loan Lender, as applicable, or (b) any other Person owning, directly or indirectly, 25% or more of the beneficial interests
in such borrower, mortgagor, manager or Accelerated Mezzanine Loan Lender, as applicable. For purposes of this definition, “control”
when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


“Business Day”
shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in North Carolina, California, Minnesota, New
York, Kansas, Pennsylvania or any of the jurisdictions in which the respective primary servicing offices of either the Master Servicer
or the Special Servicer or the Corporate Trust Offices of either the Certificate Administrator or the Trustee are located, or the New
York Stock Exchange or the Federal Reserve System of the United States of America, are authorized or obligated by law or executive order
to remain closed.


“Certificate Administrator”
shall mean any Certificate Administrator appointed as provided in the Lead Securitization Servicing Agreement.


“Certificates”
shall mean any securities issued in connection with the Lead Securitization or a Non-Lead Securitization.


“Certifying Person”
shall mean each Person who signs the Sarbanes-Oxley Certification for the Trust or any Other Securitization that includes a Serviced Companion
Loan in connection with the filing of a Form 10-K.




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


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


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


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


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


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


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


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


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


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


“Controlling Note
Holder” shall mean the Note A-1-1 Holder; provided that at any time Note A-1-1 is included in the Lead Securitization,
the rights of the “Controlling Note Holder” herein may be exercised by the holders of the majority of the class of securities
issued in the Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned the rights
to exercise the rights of the “Controlling Note Holder” hereunder, as and to the extent provided in the Lead Securitization
Servicing Agreement; provided, further, that if at any time 50% or more of Note A-1-1 (or class of securities issued in the Lead
Securitization designated as the “controlling class” or such other class(es) otherwise assigned the rights to exercise the
rights of the “Controlling Note Holder”) is held by a Borrower Affiliate, Note A-1-1 (or the class of securities issued in
the Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned the rights to exercise
the rights of the “Controlling Note Holder”) shall not be entitled to exercise any rights of the Controlling Note Holder under
this Agreement or the Lead Securitization Servicing Agreement, as and to the extent provided in the Lead Securitization Servicing Agreement.




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“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.


“Defaulted Loan”
shall mean “Specially Serviced Loan” as defined in the Lead Securitization Servicing Agreement.


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


“Directing Holder”
shall mean the “Directing Certificateholder” or equivalent Person 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.


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


“Indemnified Party”
shall have the meaning assigned to such term in Section 2(d).


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


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


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


“Initial Note A-1-2
Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


“Initial Note A-1-3
Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


“Initial Note A-2-1
Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


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


“Initial Note A-2-3-1
Holder” shall have the meaning assigned to such term in the preamble to this Agreement.




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“Initial Note A-2-3-2
Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


“Initial Note A-3-1
Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


“Initial Note A-3-2
Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


“Initial Note A-3-3
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 (a) 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 and (b) for the purposes of this definition, if more than one entity
comprises the Mortgage Loan Borrower, the term “Mortgage Loan Borrower” shall refer to any such entity.


“Interest Rate”
shall have the meaning assigned to such term in the Mortgage Loan Documents.


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


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


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


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




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“Lead Securitization”
shall mean (a) during the period from and after the Securitization of any Non-Lead Securitization Note and prior to the Securitization
of Note A-1-1, the Securitization of the first Note or portion thereof, and (b) on and after the Securitization of Note A-1-1,
the Securitization of Note A-1-1.


“Lead Securitization
Note” shall mean (a) during the period from and after the Securitization Date and prior to the Securitization of Note A-1-1,
the first Note(s) or portion thereof contributed to a Securitization, and (b) on and after the Securitization of Note A-1-1,
Note A-1-1 and any other Notes held in the Securitization of Note A-1-1.


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


“Lead Securitization
Servicing Agreement” shall mean (i) the pooling and servicing agreement entered in connection with the Lead Securitization and
(ii) on and after the date on which 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 Section 2(a).


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


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


“Major Decisions”
shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement; provided
that at any time that Note A-1-1 is not included in the Lead Securitization, “Major Decision” shall mean:


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


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


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




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


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


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


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


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


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


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


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


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


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


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




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of the definition of “Specially Serviced
Loan” (as defined in the Lead Securitization Servicing Agreement); or


(xv)               
any approval of a Major Lease (as defined in the Mortgage Loan Documents) to the extent lender’s approval is required by
the Mortgage Loan Documents.


“Master Servicer”
shall mean the Master Servicer appointed under the Lead Securitization Servicing Agreement to service the Mortgage Loan.


“Mezzanine Loan”
shall mean a mezzanine loan secured by equity interests in the Mortgage Loan Borrower.


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


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


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


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


“Mortgage Loan Agreement”
shall mean the Loan Agreement, dated as of April 29, 2022, among the Initial Note Holders, as Lender, and AK 79 Fifth LLC, SAK 79 Fifth
LLC and DAK 79 Fifth LLC, collectively, as Mortgage Loan Borrower, 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 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.


“Mortgage Loan Seller
Sub-Servicer” means a sub-servicer required to be retained by the Master Servicer by a mortgage loan seller in the Lead Securitization,
or any successor thereto.


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


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




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“Nonrecoverable
Advance” shall mean, (i) with respect to any Servicing Advances made by the Servicer or the Trustee under the Lead Securitization
Servicing Agreement, “Nonrecoverable Advance” as defined in the Lead Securitization Servicing Agreement, and (ii) with respect
to any P&I Advance made by a party to a Non-Lead Securitization Servicing Agreement, “Nonrecoverable Advance” or any analogous
term as defined in such Non-Lead Securitization Servicing Agreement.


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


“Non-Controlling
Note” means any Note other than Note A-1-1.


“Non-Controlling
Note Holder” shall mean each Note Holder other than the Note A-1-1 Holder; provided that with respect to each Non-Controlling
Note, at any time such Non-Controlling Note is included in a Securitization, references to the “Non-Controlling Note Holder”
herein shall mean the related Non-Controlling Note Holder Representative or any other party assigned the rights to exercise the rights
of the “Non-Controlling Note Holder” hereunder, as and to the extent provided in the related Non-Lead 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; provided that with respect to each Non-Controlling Note, if at any time 50% or more of such Note is held by (or
the majority “controlling class” holder or other party assigned the rights to exercise the rights of such “Non-Controlling
Note Holder” (as described above) is) the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, such Note (and the
majority “controlling class” holder or other party assigned the rights to exercise the rights of such “Non-Controlling
Note Holder” as described above) shall not be entitled to exercise any rights of such Non-Controlling Note Holder, and there shall
be deemed to be no Non-Controlling Note Holder hereunder with respect to such Non-Controlling Note. The Lead Securitization Note Holder
(or the Master Servicer or the Special Servicer acting on its behalf) shall not be required at any time to deal with more than one party
as representative of the “controlling class” holder(s) in respect of any Note that is exercising the rights of a “Non-Controlling
Note Holder” herein or under the Lead Securitization Servicing Agreement (it being understood for the avoidance of doubt that the
Lead Securitization Note Holder (or the Master Servicer or Special Servicer on its behalf) may additionally need to deal with the master
servicer, special servicer or other party to the related Securitization Servicing Agreement) and, (x) to the extent that any related Securitization
Servicing Agreement assigns such rights to more than one such party as the representative of the “controlling class” holder(s)
or (y) to the extent a Non-Controlling Note is split into two or more New Notes pursuant to Section 31, for purposes of this Agreement,
such Securitization Servicing Agreement shall designate one party to deal with the Lead Securitization Note Holder (or the Master Servicer
or the Special Servicer acting on its behalf) as the representative of the related “controlling class” holder(s) in exercising
its rights as a “Non-Controlling Note Holder” herein or under the Lead Securitization Servicing Agreement, and such party
shall provide written notice of such designation to the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer
acting on its behalf); provided that, in the absence of such designation and notice, the Lead Securitization Note Holder (or the Master
Servicer or the Special Servicer acting on its behalf) shall be entitled to treat the last party as to which it has received written notice
as




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having been designated as the applicable Non-Controlling
Note Holder, as the applicable 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 “asset representations reviewer” under any Non-Lead Securitization Servicing
Agreement.


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


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


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


“Non-Lead Operating
Advisor” shall mean the “operating advisor” under a Non-Lead Securitization Servicing Agreement.


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


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


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


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


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


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




    	 	11	 



     


    

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


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


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


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


“Note Holder”
shall mean with regards to any Note, the Initial Note Holder or any subsequent holder of such Note, as applicable.


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


“Note Principal
Balance” shall mean, with respect to each Note, at any time of determination, the Principal Balance for such Note, as set forth
on the Mortgage Loan Schedule, less any payments of principal thereon (or any New Notes issued in substitution thereof) received by the
related Note Holder (or any holders of New Notes in substitution thereof) or reductions in such amount pursuant to Section 3 or 4, as
applicable.


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


“Operating Advisor”
shall mean the Operating Advisor appointed under the Lead Securitization Servicing Agreement.


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


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


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


“Pro Rata and Pari
Passu Basis” shall mean the allocation of any particular payment, collection, cost, expense, liability or other amount among
the Notes or the 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
Pro Rata Share of such particular payment, collection, cost, expense, liability or other amount.




    	 	12	 



     


    

“Pro Rata Share”
shall mean a fraction, expressed as a percentage, the numerator of which is the Note Principal Balance of the applicable Note and the
denominator of which is the sum of the Note Principal Balance of all of the Notes.


“Qualified Institutional
Lender” shall mean each of the Initial Note Holders (together with any affiliated transferee in connection with a transfer to
a Securitization or for internal bookkeeping or other corporate purposes) and any other U.S. Person that is:


(a)               
an entity Controlled (as defined below) by, under common Control with or that Controls any of the Initial Note Holders, or


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


(c)               
one or more of the following:


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


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


(iii)               
a Qualified Trustee in connection with (a) a securitization of, (b) the creation of collateralized debt obligations (“CLO”)
secured by, or (c) a financing through an “owner trust” of, a Note or any interest therein (any of the foregoing, a “Securitization
Vehicle”), provided that (1) one or more classes of securities issued by such Securitization Vehicle is initially
rated at least investment grade by each of the Rating Agencies that assigned a rating to one or more classes of securities issued in connection
with a Securitization (it being understood that with respect to any Rating Agency that assigned such a rating to the securities issued
by such Securitization Vehicle, a Rating Agency Confirmation will not be required in connection with a transfer of such Note or any interest
therein to such Securitization Vehicle); (2) 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




    	 	13	 



     


    

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


(iv)               
an investment fund, limited liability company, limited partnership or general partnership having capital and/or capital commitments
of at least $250,000,000, in which (A) any Initial Note Holder, (B) a person that is otherwise a Qualified Institutional Lender under
clause (i), (ii) or (v) (with respect to an institution substantially similar to the entities referred to in clause (i) or (ii)
above), or (C) a Permitted Fund Manager, acts as a general partner, managing member, or the fund manager responsible for the day-to-day
management and operation of such investment vehicle and provided that at least 50% of the equity interests in such investment vehicle
are owned, directly or indirectly, by one or more entities that are otherwise Qualified Institutional Lenders, 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, asset manager 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) above or approved by the Rating Agencies hereunder as a Qualified
Institutional Lender for purposes of this Agreement, or as to which the Rating Agencies have stated they would not review such entity
in connection with the subject transfer.


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




    	 	14	 



     


    

“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 any Note is an asset of a Securitization, “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 Securitization(s) of such Notes.


“Rating Agency Confirmation”
shall mean each of the applicable Rating Agencies shall have confirmed in writing that the occurrence of the event with respect to which
such Rating Agency Confirmation is sought shall not result in a downgrade, qualification or withdrawal of the applicable rating or ratings
ascribed by such Rating Agency to any of the Certificates then outstanding. In the event that no Certificates are outstanding, any action
that would otherwise require a Rating Agency Confirmation shall require the consent of the holder of Note A-1-1, which consent shall not
be unreasonably withheld, conditioned or delayed.


For the purposes of this
Agreement, if any Rating Agency (1) waives, declines or refuses, in writing, to review or otherwise engage any request for a confirmation
hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then current
rating of the securities issued pursuant to the related Securitization, or (2) does not reply to such request or responds in a manner
that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation and
the related timing, notice and other applicable provisions set forth in the Lead Securitization Servicing Agreement and each Non-Lead
Securitization Servicing Agreement, as applicable, have been satisfied, then for such request only, the condition that such confirmation
by such Rating Agency (only) be obtained will be deemed not to apply for purposes of this Agreement. For purposes of clarity, any such
waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed a waiver,
declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency Confirmation hereunder and the condition
for such Rating Agency Confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous waiver,
declination or refusal to review or otherwise engage in such prior request.


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


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


“Reimbursement Rate”
shall mean the rate per annum applicable to the accrual of interest on Servicing Advances and P&I Advances, which rate per annum shall
equal The “Prime Rate” as published in the “Money Rates” section of the New York City edition of the Wall Street
Journal (or, if such section or publication is no longer available, such other comparable




    	 	15	 



     


    

publication as determined by the Certificate
Administrator in its reasonable discretion) as may be in effect from time to time, or, if the “Prime Rate” no longer exists,
such other comparable rate (as determined by the Certificate Administrator in its reasonable discretion) as may be in effect from time
to time.


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


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


“Resizing Holder”
shall have the meaning assigned to such term in Section 31.


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


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


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


“SEC”
shall mean the U.S. Securities and Exchange Commission.


“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.


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




    	 	16	 



     


    

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


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization pursuant to which any Notes are held.


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


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


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


“Servicing Standard”
shall have the meaning given thereto in the Lead Securitization Servicing Agreement.


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


“Signature Law”
shall have the meaning assigned to such term in Section 20.


“Special Servicer”
shall mean any Special Servicer appointed as provided in the Lead Securitization Servicing Agreement and this Agreement to service the
Mortgage Loan.


“Special Servicer
Termination Event” shall mean, with respect to any Special Servicer, a “Servicer Termination Event” as such term
is defined in the Lead Securitization Servicing Agreement.


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


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


“Trust Fund Expenses”
shall have the meaning assigned to the term “additional trust fund expense” in the Lead Securitization Servicing Agreement.


“Trustee”
shall mean any Trustee appointed as provided in the Lead Securitization Servicing Agreement.


“U.S. Person”
shall mean a citizen or resident of the United States, a corporation or partnership (except to the extent provided in applicable Treasury
Regulations) created or organized in or under the laws of the United States, any State thereof or the District of Columbia, including
any entity treated as a corporation or partnership for federal income tax purposes, or an estate whose income is subject to United States
federal income tax regardless of its source, or a trust if a court within the United States is able to exercise primary supervision over
the




    	 	17	 



     


    

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).


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


Section 2.               
Servicing of the Mortgage Loan.


(a)               
The Mortgage Loan shall be serviced initially by Wells Fargo Bank, National Association (the “Initial Servicer”)
in accordance with the terms of this Agreement, the Mortgage Loan Documents, applicable law and Accepted Servicing Practices. For purposes
of this Agreement, “Accepted Servicing Practices” shall mean the servicing and administration of the Mortgage Loan
(a) in the same manner in which the Initial Servicer, and with the same care, skill, prudence and diligence with which the Initial Servicer
generally services and administers similar mortgage loans with similar mortgagors (i) for other third parties, giving due consideration
to customary and usual standards of practice of prudent institutional commercial lenders servicing their own loans or (ii) held in its
own portfolio, whichever standard is higher, (b) with a view to maximization of the recovery on the Mortgage Loan on a net present value
basis and the best interests of the Initial Note Holders as a collective whole, and (c) without regard to: (i) any known relationship
that the Initial Servicer (or any affiliate thereof) may have with the Mortgage Loan Borrower, the related sponsors or with any other
party to the Mortgage Loan Documents; (ii) the ownership of any certificate or any interest in the Mortgage Loan by the Initial Servicer
(or any affiliate thereof); (iii) the right of the Initial Servicer (or any affiliate thereof) to receive reimbursement of costs, or the
sufficiency of any compensation payable to it under the servicing agreement or with respect to any particular transaction; or (iv) any
ownership, servicing and/or management by the Initial Servicer (or any affiliate thereof) of any other mortgage loans or real property.
The servicing fee payable to the Initial Servicer shall be as agreed to by all of the Initial Note Holders and paid out of collection
on the Mortgage Loan by each Initial Note Holder on a pro rata basis in accordance with its Pro Rata Share. Each Note Holder acknowledges
and agrees that, subject to the terms of this Agreement, the Mortgage Loan shall be serviced from and after the Securitization Date pursuant
to the Lead Securitization Servicing Agreement. Each Note Holder acknowledges that the other Note Holders may elect, in their sole discretion,
to include their Notes in a Securitization and agrees that it will, subject to Section 26, reasonably cooperate with such other Note
Holder, at such other Note Holder’s expense, to effect such Securitization. Subject to the terms and conditions of this Agreement,
each Note Holder hereby irrevocably and unconditionally consents to the appointment of the Master Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, the Asset Representations Reviewer and the Operating Advisor under the Lead Securitization Servicing
Agreement by the Depositor as each such party may be replaced pursuant to the terms of the Lead Securitization Servicing Agreement and
agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in
accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby irrevocably appoints the Master Servicer, the Special
Servicer and the Trustee in the Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required
with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement
(subject at all times to the rights of such Note Holder




    	 	18	 



     


    

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 against any other Note Holder or limit the Servicer in enforcing the rights of one Note Holder against any other Note Holder;
however, this statement shall not be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder.
Each Servicer (i) shall be required pursuant to the Lead Securitization Servicing Agreement to service the Mortgage Loan in accordance
with the Servicing Standard (which shall require, among other things, that each Servicer, in servicing the Mortgage Loan, must take into
account the interests of each Note Holder), the terms of the Mortgage Loan Documents, this Agreement, the Lead Securitization Servicing
Agreement and applicable law, (ii) shall provide information to each Non-Lead Servicer to enable each such Non-Lead Servicer to perform
its servicing duties under the related Non-Lead Securitization Servicing Agreement and (iii) shall not take any action or refrain from
taking any action or follow any direction inconsistent with the foregoing.


(b)              
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 (including,
without limitation, all applicable provisions relating to delivery of information and reports necessary for any Non-Lead Securitization
to comply with any applicable reporting requirements under the Securities Exchange Act of 1934, as amended) and all references herein
to the “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 (1) if (x) the servicer(s) to be appointed under such replacement servicing agreement would not otherwise meet the
conditions to be a servicer under the Lead Securitization Servicing Agreement that is being replaced or (y) a Non-Lead Securitization
Note is in a Securitization, then a Rating Agency Confirmation shall have been obtained from each Rating Agency for each Securitization
then outstanding with respect to which certificates thereof are then rated by such Rating Agency; 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 Servicing Advances as set forth in this Agreement 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, which with respect to the master servicer shall be a qualified servicer meeting the requirements of the
Lead Securitization Servicing Agreement and with respect to the special servicer shall be an Approved Servicer.


The Lead Securitization Note
Holder agrees that, if any Lead Securitization Note is included in a Securitization, the related Lead Securitization Note Holder shall
cause the applicable Lead Securitization Servicing Agreement to contain a provision that requires any




    	 	19	 



     


    

Lead Certificate Administrator to deliver to
each Non-Lead Trustee, each Non-Lead Certificate Administrator, each Non-Lead Special Servicer, each Non-Lead Master Servicer, each Non-Lead
Operating Advisor and each Non-Lead Asset Representations Reviewer, as applicable, promptly following the Securitization of any Lead Securitization
Note, notice of the deposit of Lead Securitization Note into a Securitization Trust (which notice shall also provide contact information
for the related Trustee, the related Certificate Administrator, the related Master Servicer, the related Special Servicer, the related
Operating Advisor, the related Asset Representations Reviewer, accompanied by a copy of the executed Lead Securitization Servicing Agreement).


(c)               
The Master Servicer shall be the 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 Servicing 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;
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.


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


(e)               
Each Non-Lead Securitization Note Holder agrees to pay its Pro Rata Share of (i) any Servicing Advances and any interest accrued
and payable on such Servicing Advances at the Advance Rate and (ii) any Trust Fund Expenses and any other fees, costs or expenses incurred
in connection with the servicing and administration of the Mortgage Loan




    	 	20	 



     


    

(including, without, limitation, any costs,
fees and expenses related to obtaining any Rating Agency Confirmation and any Indemnified Items) in accordance with the Lead Securitization
Servicing Agreement and this Agreement to the extent that such amounts remain unpaid or unreimbursed after funds received from the Mortgage
Loan Borrower for payment of such amounts and any principal and interest collections allocable to the Notes have been applied to pay such
amounts.


In the event that the Master
Servicer or the Special Servicer has determined that expected proceeds of the Mortgage Loan (or foreclosed property) would be insufficient
for reimbursement of (i) any Servicing Advances and any interest accrued and payable on such Servicing Advances at the Advance Rate, (ii)
the Indemnified Items and (iii) any other Trust Fund Expenses and any other fees, costs or expenses incurred in connection with the servicing
and administration of the Mortgage Loan (including, without, limitation, any costs, fees and expenses related to obtaining any Rating
Agency Confirmation), each Non-Lead Securitization Note Holder shall be required to, promptly following notice from the Master Servicer,
pay the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Asset Representations Reviewer, the Operating
Advisor, or the Lead Securitization Trust, as applicable, the related Non-Lead Securitization Note Holder’s Pro Rata Share of the
insufficiency and if such Non-Lead Securitization Note Holder is a Non-Lead Securitization Trust, then such Non-Lead Securitization Note
Holder shall be required to use general collections on the other mortgage loans in the related Non-Lead Securitization Trust to pay such
Pro Rata Share.


For the avoidance of doubt,
no Non-Lead Securitization Note Holder shall be required to use general collections on the other mortgage loans in the related Non-Lead
Securitization Trust to reimburse any P&I Advances or any Nonrecoverable Advances that are P&I Advances on the Lead Securitization
Note or any interest accrued and payable on such P&I Advances and Nonrecoverable Advances that are P&I Advances.


(f)               
The Non-Lead Master Servicer may be required to make P&I Advances on the related Non-Lead Securitization Note, from time to
time, subject to the terms of the related servicing agreement for the related Non-Lead Securitization Servicing Agreement. Each Non-Lead
Master Servicer, Non-Lead Special Servicer and 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 related Non-Lead Securitization Note based on the information that they have on hand
and in accordance with the related Non-Lead Securitization Servicing Agreement. Additionally, 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 Master Servicer and the Trustee, as applicable, and the related Non-Lead Master Servicer or the related Non-Lead
Trustee shall be required to notify the other of the amount of its P&I Advance within two business days of making such advance. If
the Master Servicer, the Special Servicer or the Trustee, as applicable (with respect to the Lead Securitization Note) or a Non-Lead Master
Servicer, a Non-Lead Special Servicer or a Non-Lead Trustee, as applicable (with respect to a Non-Lead Securitization Note), determines
that a proposed P&I Advance, if made, would be non-recoverable or an outstanding P&I Advance is or would be non-recoverable, or
if the Master




    	 	21	 



     


    

Servicer, the Special Servicer or the Trustee,
as applicable, subsequently determines that a proposed Servicing Advance would be non-recoverable or an outstanding Servicing Advance
is or would be non-recoverable, then, if and to the extent such information is not already included in the Distribution Date Statement
for the month in which such P&I Advance is made, 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 related
Non-Lead Master Servicer or the related Non-Lead Trustee (as provided in the related Non-Lead Securitization Servicing Agreement, in the
case of a determination of non-recoverability by the related Non-Lead Master Servicer, the related Non-Lead Special Servicer or the related
Non-Lead Trustee) shall notify the Master Servicer and the Trustee, or the related Non-Lead Master Servicer and the related Non-Lead Trustee,
as the case may be, of the other Securitization within two business days of making such determination.


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


(i)               
any Servicing Advances (and advance interest thereon) and any Trust Fund Expenses (including Indemnified Items) relating to servicing
and administration of the Mortgage Loan and the Mortgaged Property, including without limitation, any unpaid Special Servicing Fees, Liquidation
Fees and Workout Fees relating to the Mortgage Loan will be paid in accordance with Sections 2 and 3 of this Agreement and the Lead Securitization
Servicing Agreement;


(ii)               
in the event that the Master Servicer or the Special Servicer has determined that proceeds of the Mortgage Loan (or foreclosed
property) would be insufficient for reimbursement of the amounts described in clause (i) above, the related Non-Lead Master Servicer will
be required to, promptly following notice from the Master Servicer or the Special Servicer, pay the Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee or the Lead Securitization Trust, as applicable, such Non-Lead Securitization Trust’s
Pro Rata Share of the insufficiency out of general funds in the collection account (or equivalent account) established under the related
Non-Lead Securitization Servicing Agreement;


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


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


(h)              
In the event that any filing is required to be made by the Depositor or any Non-Lead Depositor in order to comply with the Depositor’s
or such Non-Lead Depositor’s requirements under the Exchange Act, the related Non-Lead Securitization Note Holder (including the
related Non-Lead Depositor and related Non-Lead Trustee) or the Lead Securitization Note Holder (including the Depositor, the Master Servicer,
the Special Servicer,




    	 	22	 



     


    

the Certificate Administrator and the Trustee),
as applicable, shall use commercially reasonable efforts to timely comply with any such filing, in each case, in accordance with the requirements
of the Lead Securitization Servicing Agreement or the related Non-Lead Securitization Servicing Agreement respectively.


(i)                
Each Non-Lead Securitization Note Holder shall give each of the parties to the Lead Securitization Servicing Agreement (that will
not also be a party to the related Non-Lead Securitization Servicing Agreement) notice of the Non-Lead Securitization in writing (which
may be by e-mail) prior to or promptly following the related Non-Lead Securitization Date. Such notice shall contain contact information
for each of the parties to the related Non-Lead Securitization Servicing Agreement. In addition, after the related Non-Lead Securitization
Date, the related Non-Lead Securitization Note Holder (or a certificate administrator designated to do so in the Non-Lead Securitization
Servicing Agreement) shall send an electronic copy of the related Non-Lead Securitization Servicing Agreement to each of the parties to
the Lead Securitization Servicing Agreement.


(j)                
If a Non-Lead Securitization Note becomes the subject of an Asset Review pursuant to the related Non-Lead Securitization Servicing
Agreement, the Master Servicer, the Special Servicer and the Trustee and the Certificate Administrator shall reasonably cooperate with
such Non-Lead Asset Representations Reviewer in connection with such Asset Review by providing such Non-Lead Asset Representations Reviewer
with any documents reasonably requested by such Non-Lead Asset Representations Reviewer, but only to the extent that such documents are
in the possession of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator as the case may be, and are
not in the possession of the Non-Lead Asset Representations Reviewer, Non-Lead Master Servicer, Non-Lead Special Servicer or custodian
under the related Non-Lead Securitization Servicing Agreement.


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


(i)               
the Master Servicer or Trustee shall be required to provide written notice to each Non-Lead Master Servicer and each Non-Lead Trustee
of any 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 Servicing Advances
with respect to the Mortgage Loan, if made, or any outstanding P&I Advance or Servicing Advances previously made, would be, or is,
as applicable, a Nonrecoverable Advance, the Master Servicer shall provide each Non-Lead Master Servicer written notice of such determination
within two (2) business days after such determination was made;


(iii)               
the Master Servicer shall deliver or make available all reports required to be delivered by the Master Servicer to the Certificate
Administrator under the Lead Securitization Servicing Agreement, including the CREFC® Investor Reporting




    	 	23	 



     


    

Package, to the extent related to the
Mortgage Loan, the Mortgaged Property or the Non-Lead Securitization Notes (i) prior to the securitization of a Non-Lead Securitization
Note, to the related Note Holder on each Distribution Date (as defined in the Lead Securitization Servicing Agreement); and (ii) following
securitization of a Non-Lead Securitization Note, to the related Non-Lead Master Servicer no later than two Business Days after the Determination
Date (as defined in the Lead Securitization Servicing Agreement);


(iv)               
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;


(v)               
each Non-Lead Securitization Note Holder shall be entitled to the same indemnity as the Lead Securitization Note Holder under the
Lead Securitization Servicing Agreement with respect to the following items; each of the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor, and the Custodian shall be required to indemnify each Certifying Person and the
Non-Lead Depositor for any public Other Securitization, 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 (vii) below in a timely manner, (ii) its failure to perform its obligations to such Non-Lead Depositor
or Non-Lead Trustee under Article XI (or any article substantially similar thereto that addresses Exchange Act reporting and Regulation
AB compliance) 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 to perform its obligations
to such Non-Lead Depositor or Non-Lead Trustee under such Article XI (or any article substantially similar thereto that addresses Exchange
Act reporting and Regulation AB compliance) of the Lead Securitization Servicing Agreement by the time required and/or (iv) any deficient
Exchange Act report or other deliverable regarding, and delivered by or on behalf of, such party;


(vi)               
each of the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator and the
Trustee shall (i) with respect to any Initial Sub-Servicer (as defined in the Lead Securitization Servicing Agreement) engaged by it that
is a Servicing Function Participant (as defined in the Lead Securitization Servicing Agreement) or Additional Servicer (as defined in
the Lead Securitization Servicing Agreement), use commercially reasonable efforts to cause such party to, and (ii) with respect to each
other Additional Servicer (as defined in the Lead Securitization Servicing Agreement) and each Servicing Function Participant (as defined
in the Lead Securitization Servicing Agreement) with which, in each case, it has entered into a servicing relationship with respect to
the Mortgage Loans, cause such party to, comply with the foregoing Section 2(k)(v) by inclusion of similar provisions in the related
sub-servicing or similar agreement;




    	 	24	 



     


    

(vii)               
 the Master Servicer, any primary servicer, the Special Servicer and the Trustee, Certificate Administrator or other party acting
as custodian for the Lead Securitization shall be required to deliver (and shall be required to cause (or, the case of a Mortgage Loan
Seller Sub-Servicer, shall be required to use commercially reasonable efforts 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), to each Non-Lead Depositor
and each Non-Lead Trustee, in a timely manner, (i) the reports, certifications, compliance statements, accountants’ assessments
and attestations, and all 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 applicable Non-Lead Securitization Servicing Agreement, in the
case of clauses (i) and (ii), as the parties to each Non-Lead Securitization may reasonably require in order to comply with their obligations
under the Securities Act and the Exchange Act (including Rule 15Ga-1) and Regulation AB, and any other applicable law. Without limiting
the generality of the foregoing, the Initial Note Holder of the Lead Securitization Note shall provide in a timely manner to each Non-Lead
Depositor and each Non-Lead Trustee a copy of the Lead Securitization Servicing Agreement in EDGAR-compatible format (but not later than
one business day following the closing date of the Lead Securitization) and each Servicer under the Lead Securitization Servicing Agreement
will be required, upon prior written request, to provide to each Non-Lead Depositor and each Non-Lead Trustee any other information required
to comply in a timely manner with applicable filing requirements under Items 1.01 and 6.02 of Form 8-K, any other disclosure information
required pursuant to Regulation AB, in each case in a timely manner for inclusion in any disclosure document, and with respect to such
Servicers (at the expense of the requesting party), upon prior written request, market indemnification agreements, opinions and Regulation
AB compliance letters as were or are being delivered with respect to the Lead Securitization. In addition, the Initial Note Holder of
the Lead Securitization Note shall give the other Note Holders written notice 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 Holders. As used in this Agreement, “Regulation AB” means
Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125, as such may be amended from
time to time, and subject to such clarification and interpretation as have been provided by the United States SEC or by the staff of the
SEC, or as may be provided by the SEC or its staff from time to time, in each case as effective from time to time as of the compliance
dates specified therein. The Master Servicer, any primary servicer and the Special Servicer shall each be required to provide certification
and indemnification to each Certifying Person with respect to the Sarbanes-Oxley Certification (or analogous terms) as such terms are
defined in the Non-Lead Securitization Servicing Agreement;


(viii)               
each of the Master Servicer, the Special Servicer, the Custodian and the Trustee and each Affected Reporting Party (as defined
in the Lead Securitization Servicing Agreement) shall cooperate (and require each Servicing Function Participant




    	 	25	 



     


    

and Additional Servicer retained by it
to cooperate under the applicable Sub-Servicing Agreement), with the Non-Lead Depositor to the same extent as such party is required to
cooperate with the Lead Depositor under Article XI (or any article substantially similar thereto) of the Lead Securitization Servicing
Agreement in connection with the reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules
and regulations promulgated thereunder. All respective reasonable out-of-pocket costs and expenses incurred by any Non-Lead Depositor
(including reasonable legal fees and expenses of outside counsel to such depositor) in connection with the foregoing (other than those
costs and expenses related to participation by such Non-Lead Depositor in any telephone conferences and meetings with the SEC and other
costs such Non-Lead Depositor must bear pursuant to Article XI (or any article substantially similar thereto) of the Lead Securitization
Servicing Agreement) and any amendments to any reports filed with the SEC therewith shall be promptly paid by the applicable Affected
Reporting Party (as defined in the Lead Securitization Servicing Agreement) upon receipt of an itemized invoice from such Non-Lead Depositor;


(ix)               
any late collections received by the Master Servicer from the Mortgage Loan Borrower that are allocable to any Non-Lead Note or
reimbursable to any Non-Lead Master Servicer or any Non-Lead Trustee in accordance with this Agreement shall be remitted by the Master
Servicer to the applicable Non-Lead Master Servicer within one (1) Business Day of receipt and identification thereof unless such amount
would otherwise be included in the monthly remittance to the applicable Non-Lead Securitization Note Holder for such month; 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 late collections to such Non-Lead Master Servicer within one (1) business day
of receipt of properly identified funds but, in any event, the Master Servicer shall remit such amounts within two (2) business days of
receipt of properly identified funds;


(x)               
each Non-Lead Securitization Note Holder is an intended third-party beneficiary in respect of the rights afforded it under the
Lead Securitization Servicing Agreement;


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


(xii)               
if the Mortgage Loan becomes a Defaulted 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 each Non-Lead Master Servicer who shall provide notice to the related Non-Controlling Note Holder of
the planned sale;




    	 	26	 



     


    

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


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


(xv)               
“Servicer Termination Events” (or any analogous term under the Lead Securitization Servicing Agreement) include customary
market termination events with respect to failure to make advances, failure to timely remit payments to the Non-Lead Securitization Note
Holders as required hereunder or under the Lead Securitization Servicing Agreement (subject to no more than one business day grace period),
failure to timely deposit amounts into any REO Account or to remit to a Servicer for deposit into a related collection or custodial account,
failure to deliver (or cause to be delivered) materials or information required in order for the Non-Lead Securitization Note Holders
or the Non-Lead Depositor to timely comply with its obligations under the Exchange Act, the Securities Act and Form SF-3, and for rating
agency downgrades or other triggers with respect to any certificates issued in connection with a Non-Lead Securitization, subject to customary
grace periods (provided that, in the case of failures related to the securities laws, such grace periods will not cause a Non-Lead Depositor
to fail to comply with the applicable provisions of such securities laws). Upon the occurrence of such a Servicer Termination Event with
respect to the Master Servicer affecting any Non-Lead Securitization Note Holder and the Master Servicer is not otherwise terminated pursuant
to the Lead Securitization Servicing Agreement, the Master Servicer shall be required, upon the direction of such Non-Lead Securitization
Note Holder, to appoint a subservicer with respect to the related Non-Lead Note. Upon the occurrence of a Servicer Termination Event with
respect to the Special Servicer affecting any Non-Lead Securitization Note Holder and the Special Servicer is not otherwise terminated
pursuant to the Lead Securitization Servicing Agreement, the Trustee shall, upon direction of such Non-Lead Securitization Note Holder,
terminate the Special Servicer with respect to, but only with respect to, the Mortgage Loan;


(xvi)               
in connection with (A) any amendment of the Lead Securitization Servicing Agreement, a party to such Lead Securitization Servicing
Agreement is required to provide a copy of the executed amendment to each Non-Lead Depositor and one or more parties to the related Non-Lead
Securitization Servicing Agreement (which may be by e-mail), together with a copy of such amendment in electronic format, no later than
the effective date of such amendment, and (B) the termination, resignation and/or replacement of the Master Servicer or Special Servicer
under the Lead Securitization Servicing Agreement, the replacement “master servicer” or replacement “special servicer”,
as applicable, is required to provide to each Non-Lead Depositor and one or more parties to the related Non-Lead Securitization Servicing
Agreement all disclosure




    	 	27	 



     


    

about itself that is required to be included
in Form 8-K no later than the date of effectiveness thereof;


(xvii)               
if a Non-Lead Securitization Note becomes the subject of an “Asset Review” (or such similar term, as defined in the
related Non-Lead Securitization Servicing Agreement), the applicable parties to the Lead Securitization Servicing Agreement are required
to reasonably cooperate with the Non-Lead Asset Representations Reviewer or other applicable party to the Non-Lead Securitization Servicing
Agreement in connection with such Asset Review (or a substantially similar provision), including with respect to providing access to related
underlying documents;


(xviii)               
special servicing, workout and liquidation fees rates shall not exceed 0.25%, 1.00% and 1.00%, respectively, subject to any market
minimum amounts and fee offsets set forth in the Lead Securitization Servicing Agreement; and


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


(l)                
Prior to Securitization of any Non-Lead Securitization Note (including any New Notes), all notices, reports, information or other
deliverables required to be delivered to the related Non-Lead Securitization 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 related Non-Lead Securitization Note Holder (or its Non-Lead Securitization Note Holder Representative) and,
when so delivered to such Non-Lead Securitization Note Holder (or Non-Lead Securitization 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 any Non-Lead Securitization
Note, all notices, reports, information or other deliverables required to be delivered to the related Non-Lead Securitization 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 related Non-Lead Master Servicer and the related Non-Lead Special
Servicer (who then may forward such items to the party entitled to receive such items as and to the extent provided in the Non-Lead Securitization
Servicing Agreement) and, when so delivered to the related Non-Lead Master Servicer and the related Non-Lead Special Servicer, the Lead
Securitization 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 (except where required
by this Agreement or the Lead Securitization Servicing Agreement to deliver items directly to a Non-Lead Depositor or other party to a
Non-Lead Securitization Servicing Agreement for purposes of compliance with securities laws).


(m)            
After the Securitization of Note A-1-1, the Master Servicer under the Lead Securitization Servicing Agreement shall act as the
Collateral Agent with respect to the Mortgage Loan.







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Section 3.               
Priority of Payments. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference
over any portion of any other Note or security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for
payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof,
whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit
or other collateral or instrument securing the Mortgage Loan, or Insurance and Condemnation Proceeds (other than proceeds, awards or
settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance
with the terms of the Mortgage Loan Documents), but excluding (x) all amounts for required reserves or escrows required by the Mortgage
Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received
as reimbursements on account of recoveries in respect of property protection expenses or Servicing Advances then due and payable or reimbursable
to the Trustee or any Servicer under the Lead Securitization Servicing Agreement and (y) all amounts that are then due, payable
or reimbursable (except for (i) any reimbursements of P&I Advances (and interest thereon) made with respect to a Note, which may
only be reimbursed out of payments and collections allocable to such Note, (ii) any Servicing Fees due to the Master Servicer in excess
of any Non-Lead Securitization Note’s pro rata share of that portion of such Servicing Fees calculated at the Servicing
Fee Rate applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement) to any Servicer (or the Trustee
as successor to the Servicer), with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without
limitation, any additional trust fund expenses relating to the Mortgage Loan (but subject to second paragraph of Section 5(d) hereof)
and any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges (to the extent provided in the immediately following
paragraph), amounts paid by the Mortgage Loan Borrower in respect of modification fees or assumption fees and any other additional compensation
payable pursuant to the Lead 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 shall be allocated to the Notes on a Pro Rata and Pari
Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary
to reimburse, on a pro rata basis, the Master Servicer, the Trustee or the Special Servicer, as applicable, any Servicing Advances
made by any such party in accordance with the terms of the Lead Securitization Servicing Agreement and to pay any interest to such parties
that has accrued on any such Servicing Advances at the Reimbursement Rate, second, to reduce, on a pro rata basis, the respective
amounts payable on each Note by the amount necessary to pay the Master Servicer, Trustee, any Non-Lead Master Servicer or any Non-Lead
Trustee, as applicable, for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified
in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable), third, to reduce,
on a pro rata basis, the amounts payable on each Note by the amount necessary to pay additional trust fund expenses (including,
if not paid by the related Mortgagor, Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage
Loan (as specified in the Lead Securitization Servicing Agreement) and finally, (i) in the case of the remaining amount of Penalty Charges
allocable to the Lead Securitization Note, be paid to the Master Servicer and/or the Special




    	 	29	 



     


    

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


Notwithstanding anything
to the contrary herein, to the extent required under the REMIC Provisions of the Code, payments or proceeds received with respect to any
partial release of the Mortgaged Property (including following a condemnation) from the lien of the applicable Mortgage and Mortgage Loan
Documents must be allocated to reduce the principal balance of the Mortgage Loan in the manner permitted by such REMIC Provisions if,
immediately following such release, the loan-to value ratio of the Mortgage Loan exceeds 125% (based solely on real property and excluding
any personal property and going concern value).


Any Note Holder that receives
proceeds from the sale of the primary servicing rights with respect to the Mortgage Loan shall remit to the other Note Holders, promptly
upon receipt thereof, such amounts as are required such that each Note Holder receives its pro rata share of such proceeds on a Pro Rata
and Pari Passu Basis. Any proceeds received by any Note Holder from the sale of master servicing rights with respect to its Note shall
be for its own account.


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 payments to the Note Holders pursuant to Section 3, which shall be made as though such workout did not occur, with the
payment terms of each Note remaining the same as they are on the date hereof, and the full economic effect of all waivers, reductions
or deferrals of amounts due on the Mortgage Loan attributable to such workout shall be borne by the Note Holders, on a Pro Rata and
Pari Passu Basis (up to their respective Note Principal Balances, together with accrued interest thereon at the Interest Rate and any
other amounts due to each Note Holder, as applicable).


Section 5.               
Administration of the Mortgage Loan.


(a)               
Subject to this Agreement (including but not limited to Section 5(b)) and the Lead Securitization Servicing Agreement, and
subject to the rights and consents, where required, of the Controlling Note Holder Representative, the Lead Securitization Note Holder
(or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) shall have the sole
and exclusive authority with respect to the administration of, and exercise of rights and remedies with respect to, the Mortgage Loan,
including, without limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan Documents or consent to any
action or failure to act by the Mortgage Loan




    	 	30	 



     


    

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


Upon the Mortgage Loan becoming
a Defaulted Loan, each Non-Lead Securitization Note Holder hereby acknowledges the right and obligation of the Lead Securitization Note
Holder (or the Special Servicer acting on behalf of the Lead Securitization Note Holder) to sell the Non-Lead Securitization Notes together
with the Lead Securitization Note 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 each Non-Lead Securitization Note together
with the Lead Securitization Note in the manner set forth in the Lead Securitization Servicing Agreement. In connection with any such
sale, the Special Servicer shall be required to sell any Non-Lead Securitization Note together with the Lead Securitization Note in the
manner set forth in the Lead Securitization Servicing Agreement. Whether any cash offer constitutes a fair price for the Mortgage Loan
shall be determined by the Trustee or Special Servicer, as applicable, in accordance with the terms of the Lead Securitization Servicing
Agreement. 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 Loan without the written consent of the Non-Lead
Securitization Note Holders (provided that such consent is not required if any Non-Lead Securitization Note Holder is the Mortgage
Loan Borrower or an affiliate of the Mortgage Loan Borrower) unless the Special Servicer has delivered to the Non-Lead Securitization
Note Holders: (a) at least fifteen (15) Business Days’ prior written notice of any decision to attempt to sell the Mortgage Loan;
(b) at least ten (10) days prior to the proposed sale date, a copy of each bid package (together with any material amendments to such
bid packages) received by the Special Servicer in connection with any such proposed sale, (c) at least ten (10) days prior to the proposed
sale date, a copy of the most recent Appraisal for the Mortgage Loan, and any documents in the Servicing File reasonably requested by
any Non-Lead Securitization Note Holder that are material to the sale price of the Mortgage Loan and (d) until the sale is completed,
and a reasonable period of time (but no less time than is afforded to the




    	 	31	 



     


    

other offerors and the Directing Holder) 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-Lead Securitization Note Holders 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 Controlling Note Holder, the Controlling Note Holder Representative, the Non-Controlling Note Holders and the applicable
Non-Controlling Note Holder Representative shall be permitted to bid at any sale of the Mortgage Loan unless such person is the Mortgage
Loan Borrower or an agent or Affiliate of the Mortgage Loan Borrower.


Notwithstanding the foregoing,
the Lead Securitization Note Holder (or the Special Servicer acting on its behalf) will not be permitted to sell the Mortgage Loan if
the Mortgage Loan becomes a Defaulted Loan without the written consent of each Non-Lead Securitization Note Holder (provided that
such consent is not required from any Non-Lead Securitization Note Holder that is a Borrower Affiliate) unless the Special Servicer has
delivered to each Non-Lead Securitization 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 such Non-Lead Securitization 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) prior to the proposed sale date, all
information and other documents being provided to other offerors and all leases or other documents that are approved by the Master Servicer
or the Special Servicer in connection with the proposed sale; provided that such Non-Lead Securitization Note Holder may waive
any of the delivery or timing requirements described in this sentence. Subject to the terms of the Lead Securitization Servicing Agreement,
each Non-Lead Securitization Note Holder (or its representative) that is not a Borrower Affiliate shall be permitted to submit an offer
at any sale of the Mortgage Loan.


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




    	 	32	 



     


    

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 is terminated in accordance with
its terms.


(b)              
If any Note is included as an asset of a real estate mortgage investment conduit within the meaning of Section 860D(a) of
the Code (a “REMIC”), 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 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, if one of the Notes is included in a REMIC, but others are not,
other Note Holders whose Notes are not included in a REMIC shall not be required to reimburse such Note Holder or any other Person for
payment of (i) any taxes imposed on such REMIC, (ii) any costs or expenses relating to the administration of such REMIC or to any determination
respecting the amount, payment or avoidance of any tax under such REMIC or (iii) any advances for any of the foregoing or any interest
thereon or for deficits in other items of disbursement or income resulting from the use of funds for payment of any such taxes, costs
or expenses or advances, nor shall any disbursement or payment otherwise distributable to the other Note Holders be reduced to offset
or make-up any such payment or deficit.


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


(a)           
The Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its
rights and obligations with respect to the Mortgage Loan (the “Controlling Note Holder Representative”). The Controlling
Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace the Controlling Note Holder
Representative in accordance with the terms of the Lead Securitization Servicing Agreement. When exercising its various rights under 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 or any Borrower Affiliate), including, without limitation,
the Controlling Note Holder, any officer or employee of the Controlling Note Holder, any affiliate




    	 	33	 



     


    

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. No Servicer, Operating Advisor,
Asset Representations Reviewer, Trustee or Certificate Administrator acting on behalf of the Lead Securitization Note Holder shall be
required to recognize any Person as a Controlling Note Holder Representative until the Controlling Note Holder has notified each Servicer,
Operating Advisor, Asset Representations Reviewer, Trustee and Certificate Administrator of such appointment and, if the Controlling Note
Holder Representative is not the same Person as the Controlling Note Holder, the Controlling Note Holder Representative provides each
Servicer, Operating Advisor, Asset Representations Reviewer, Trustee and Certificate Administrator with written confirmation of its acceptance
of such appointment (and such parties will be entitled to rely on such notice), 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 each
Servicer, Operating Advisor, Asset Representations Reviewer, Trustee and Certificate Administrator.


(b)          
Neither the Controlling Note Holder Representative nor the Controlling Note Holder will have any liability to the other Note Holders
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 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 Controlling Note Holder shall be entitled to exercise the rights and powers granted to the Controlling Note Holder hereunder
and the rights and powers granted to the “controlling class representative” or similar party under, and as defined in, the
Lead Securitization Servicing Agreement with respect to the Mortgage Loan. In addition, the Controlling Note Holder shall be entitled
to advise (1) the Special Servicer with respect to all




    	 	34	 



     


    

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


If the Controlling Note Holder
fails to notify the Special Servicer of its approval or disapproval of any proposed Major Decision within ten (10) Business Days after
delivery to the Controlling Note Holder by the applicable Servicer of written notice of a proposed Major Decision, together with any information
requested by the Controlling Note Holder as may be necessary in the reasonable judgment of the Controlling Note Holder in order to make
a judgment, then upon the expiration of such ten (10) Business Days such Major Decision shall be deemed to have been approved by the Controlling
Note Holder.


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


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


The Controlling Note Holder
shall have no liability to the other Note Holders or any other party for any action taken, or for refraining from the taking of any action
or the giving of any consent or the failure to give any consent pursuant to this Agreement or the Lead Securitization Servicing Agreement,
or errors in judgment, absent any loss, liability or expense




    	 	35	 



     


    

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


(d)              
Each Non-Controlling Note Holder shall have the right at any time to appoint a representative (other than a Borrower Affiliate)
in connection with the exercise of its rights and obligations with respect to the Mortgage Loan (with respect to such Non-Controlling
Note Holder, the “Non-Controlling Note Holder Representative”). Each Non-Controlling Note Holder shall have the right
in its sole discretion at any time and from time to time to remove and replace the Non-Controlling Note Holder Representative. When exercising
its various rights under Section 5 and elsewhere in this Agreement, each Non-Controlling Note Holder may, at its option, in each
case, act through its Non-Controlling Note Holder Representative. The Non-Controlling Note Holder Representative may be any Person (other
than a Borrower Affiliate), including, without limitation, the related Non-Controlling Note Holder, any officer or employee of the related
Non-Controlling Note Holder, any affiliate of the related Non-Controlling Note Holder or any other unrelated third party. No such Non-Controlling
Note Holder Representative shall owe any fiduciary duty or other duty to any other Person (other than such Non-Controlling Note Holder).
All actions that are permitted to be taken by each Non-Controlling Note Holder under this Agreement may be taken by a Non-Controlling
Note Holder Representative acting on behalf of such Non-Controlling Note Holder.


(e)               
No Servicer, Trustee, Asset Representations Reviewer, Operating Advisor or Certificate Administrator acting on behalf of the Lead
Securitization Note Holder shall be required to recognize any Person as a Non-Controlling Note Holder Representative until the related
Non-Controlling Note Holder has notified each Servicer, Trustee, Asset Representations Reviewer, Operating Advisor and Certificate Administrator
of such appointment and, if the Non-Controlling Note Holder Representative is not the same Person as the related Non-Controlling Note
Holder, the Non-Controlling Note Holder Representative provides each Servicer, Trustee, Operating Advisor and Certificate Administrator
with written confirmation of its acceptance of such appointment (and such parties will be entitled to rely on such notice), 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 related Non-Controlling
Note Holder shall promptly deliver such information to each Servicer, Operating Advisor, Trustee and Certificate Administrator.


(f)               
(1) the Lead Securitization Note Holder (or the Special Servicer acting on its behalf) shall be required to provide to each Non-Lead
Securitization Note Holder (or its




    	 	36	 



     


    

related Non-Lead Securitization Note Holder
Representative) (i) notice, information and reports with respect to any Major Decisions or the implementation of any recommended actions
outlined in an Asset Status Report relating to the Mortgage Loan (similar to such notice, information and report it is required to deliver
to the Directing Holder pursuant to the Lead Securitization Servicing Agreement) (for this purpose, without regard to whether such items
are actually required to be provided to the Directing Holder under the Lead Securitization Servicing Agreement due to the occurrence of
a Control Termination Event or a Consultation Termination Event) and (2) the Lead Securitization Note Holder (or the Special Servicer
acting on its behalf) shall be required to consult with each Non-Controlling Note Holder (or its related Non-Controlling Note Holder Representative)
on a strictly non-binding basis with respect to any such Major Decision or the implementation of any recommended actions in the summary
of the Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by the related Non-Controlling
Note Holder (or its related Non-Controlling Note Holder Representative); provided that after the expiration of a period of ten (10) Business
Days from the delivery to a Non-Controlling Note Holder (or its related 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 required to be provided
to the Non-Controlling Note Holder, the Lead Securitization Note Holder (or the Special Servicer acting on its behalf) shall no longer
be obligated to consult with such Non-Controlling Note Holder (or its related Non-Controlling Note Holder Representative), whether or
not such Non-Controlling Note Holder (or its related Non-Controlling Note Holder Representative) has responded within such ten (10) Business
Day period unless the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) proposes a
new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period
shall be deemed to begin anew from the date of such proposal and delivery of all information relating thereto. Notwithstanding the consultation
rights of any Non-Controlling Note Holder (or its related Non-Controlling Note Holder Representative) set forth in the immediately preceding
sentence, the Lead Securitization Note Holder (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 Special Servicer) 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 Servicer or Special Servicer, acting on its behalf) be obligated at
any time to follow or take any alternative actions recommended by any Non-Controlling Note Holder (or its related Non-Controlling Note
Holder Representative).


(g)              
In addition to the consultation rights of a Non-Controlling Note Holder (or its related Non-Controlling Note Holder Representative)
provided in the immediately preceding paragraph, each Non-Controlling Note Holder shall have the right to attend annual meetings (either
telephonically or in person, in the discretion of the Servicer) with the Lead Securitization Note Holder (or the Master Servicer or the
Special Servicer acting on its behalf) at the offices of the Master Servicer or the Special Servicer, as applicable, upon reasonable notice
and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to
the Mortgage Loan are discussed; provided that each Non-Controlling Note Holder, at the request of the Master Servicer or the Special
Servicer, as applicable, shall execute a confidentiality agreement in form and substance satisfactory to it, the Master Servicer or the
Special Servicer, as applicable, and the Lead Securitization Note Holder.







    	 	37	 



     


    

Section 7.               
Appointment of Special Servicer. Subject to the terms of the Lead Securitization Servicing Agreement, the Controlling Note
Holder (or its Controlling Note Holder Representative) shall have the right at any time and from time to time, with or without cause,
to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a replacement Special Servicer in lieu thereof.
Any designation by the Controlling Note Holder (or its Controlling Note Holder Representative) of a Person to serve as Special Servicer
shall be made by delivering to the other Note Holder, the 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 and, if such replacement Special Servicer does not have the Required Special
Servicer Rating for each Rating Agency then rating a Non-Lead Securitization, delivering a Rating Agency Confirmation from each such
Rating Agency. 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 and promptly deliver all information
necessary for any Non-Lead Securitization to comply with any applicable reporting requirements under the Exchange Act. Any such appointment
of a replacement Special Servicer will not become effective unless all such information has been delivered to the Non-Lead Securitization
Note Holders. If the Controlling Note Holder has not appointed a Special Servicer with respect to the Mortgage Loan as of the consummation
of the securitization under the Lead Securitization Servicing Agreement, then the initial Special Servicer designated in the Lead Securitization
Servicing Agreement shall serve as the initial Special Servicer but this shall not limit the right of the Controlling Note Holder (or
its Controlling Note Holder Representative) to designate a replacement Special Servicer for the Mortgage Loan as aforesaid.


If a Special Servicer Termination
Event has occurred with respect to the Special Servicer that affects a Non-Controlling Note Holder, such Non-Controlling Note Holder shall
have the right to direct the Trustee (or at any time that the Mortgage Loan is no longer included in a Securitization Trust, the Controlling
Note Holder) to terminate the Special Servicer under the Lead 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) 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 Holders 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 any Non-Controlling Note Holder’s direction cannot at any time be the person (or an Affiliate thereof) that was so
terminated without the prior written consent of such Non-Controlling Note Holder. The applicable Non-Controlling Note Holder shall be
solely responsible for reimbursing the Trustee’s or the Controlling Note Holder’s, as applicable, costs and expenses, if not
paid within a reasonable time by the terminated special servicer and, in the case of the Trustee, that would otherwise be reimbursed to
the Trustee from amounts on deposit in the Collection Account or Companion Distribution Account.







    	 	38	 



     


    

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 and collections on the Mortgage Loan
to the Collection Account and the portion of such payments and collections that are distributable to the Non-Lead Securitization Note
Holders shall be deposited into the Companion Distribution 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 (i) 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 and (ii) remit from the applicable account (A) prior to
the Securitization Date, within two Business Days of receipt of properly identified funds (unless otherwise specified pursuant to an interim
servicing agreement) and (B) on or after the Securitization Date, (A) with respect to the Lead Securitization Note, the remittance date
under the Lead Securitization Servicing Agreement and (B) with respect to each Non-Lead Securitization Note, (x) prior to the Non-Lead
Securitization, the remittance date under the Lead Securitization Servicing Agreement for the Lead Securitization Note and (y) on or after
the Non-Lead Securitization, the earlier of the remittance date under the Lead Securitization Servicing Agreement and the business day
immediately succeeding the “determination date” set forth in the related Non-Lead Securitization Servicing Agreement for such
Non-Lead Securitization Note, provided such “determination date” shall not be earlier than the 1st day of
the month. All payments received and allocable pursuant to this Agreement and the Lead Securitization Servicing Agreement with respect
to the Non-Lead Securitization Notes (net of amounts payable or reimbursable from such account) by wire transfer to accounts maintained
by the applicable Note Holder.


(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, a Non-Lead Securitization Note Holder or any Servicer
or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not
be required to distribute any portion thereof to such Non-Lead Securitization Note Holders and such Non-Lead Securitization Note Holder
shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion thereof that
the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder, together with interest
thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master
Servicer, Special Servicer or such other Person with respect thereto.


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




    	 	39	 



     


    

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 receives from any source 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(s), subject to this Agreement and the
Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder
from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to such Non-Lead Securitization
Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this Section 8 constitute
absolute, unconditional and continuing obligations.


Section 9.               
Limitation on Liability of the Note Holders. Subject to the terms of the Lead Securitization Servicing Agreement governing
limitation on the liabilities of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, Asset Representations
Reviewer and the Operating Advisor each Note Holder shall have no liability to any other Note Holder with respect to its Note except with
respect to losses actually suffered due to the negligence, willful misconduct or breach of this Agreement on the part of such Note Holder.


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


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




    	 	40	 



     


    

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


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


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







    	 	41	 



     


    

Section 13.           
Other Business Activities of the Note Holders. Each Note Holder acknowledges that the other Note Holders or their 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, and receive payments on such other loans or extensions
of credit and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement and the transactions
contemplated hereby were not in effect.


Section 14.           
Sale of the Notes.


(a)               
Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber
or otherwise dispose (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other similar agreement,
excluding a repo financing or a Pledge in accordance with Section 14(d)) of a Note (a “Transfer”) except to a Qualified
Institutional Lender. Promptly after any Transfer, the non-transferring Note Holders shall be provided with (x) a representation
from the transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case
of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with
this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement
referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is
not a Qualified Institutional Lender, it must first obtain (x) prior to a Securitization, the consent of each non-transferring Note Holder,
in which case such new Note Holder shall be deemed to be a Qualified Institutional Lender pursuant to this Agreement, or (y) after a Securitization
of such non-transferring Note Holder’s Note, Rating Agency Confirmation from each of the applicable Rating Agencies for such Securitization
Trust (after which, such new Note Holder shall be deemed to be a Qualified Institutional Lender pursuant to this Agreement). 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 Rating Agency Confirmation, no Note Holder shall
Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Borrower Affiliate
and any such Transfer shall be absolutely null and void ab initio and shall vest no rights in the purported transferee. The transferring
Note Holder agrees that it will pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the
Special Servicer and the Trustee) and all expenses relating to the confirmation from the Rating Agencies in connection with any such Transfer.
Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of any other Note Holder,
the Rating Agencies or any other Person, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in its Note
whether or not the related transferee is a Qualified Institutional Lender. None of the provisions of this Section 14(a) shall apply in
the case of (1) a sale of all of 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 Loan, to a single member limited liability
or limited partnership, 100% of the equity interest in which is owned directly or




    	 	42	 



     


    

indirectly, through one or more single member
limited liability companies or limited partnerships, by the Lead Securitization Trust.


(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)               
Any Note Holder may pledge (a “Pledge”) its Note to any entity (other than the Mortgage Loan Borrower or any
Borrower Affiliate) which has extended a credit facility to such Note Holder or has entered into a repurchase agreement with such Note
Holder that, in each case, 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 or to an entity with respect to which Rating Agency Confirmation
has been obtained pursuant to this Section 14 (each a “Note Pledgee”), on terms and conditions set forth in this Section 14(c),
it being further agreed that a financing provided by a Note Pledgee to a Note Holder or any Person which Controls such Note that is secured
by its Note and is structured as a repurchase arrangement, shall qualify as a “Pledge” hereunder and Rating Agency Confirmation
shall not be required, 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 any other Note Holder and any Servicer
that a Pledge has been effected (including the name and address of the applicable Note Pledgee), such other Note Holder agrees to acknowledge
receipt of such notice and thereafter agrees: (i) to give Note Pledgee written notice of any default by the pledging Note Holder
in respect of its obligations under this Agreement of which default such Note Holder has actual knowledge; (ii) to allow such Note
Pledgee a period of ten (10) days to cure a default by the pledging Note Holder in respect of its obligations to any 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 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 Holders 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




    	 	43	 



     


    

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


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


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


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


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


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


(v)               
Unless the Conduit is in fact then a Qualified Institutional Lender, the Conduit will not without obtaining a Rating Agency Confirmation
from each Rating 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.







    	 	44	 



     


    

Section 15.           
Registration of the Notes and Each Note Holder. The Agent shall keep or cause to be kept at the Agent Office books (the
“Note Register”) for the registration and transfer of the Notes. The Agent shall serve as the initial note registrar
and the Agent hereby accepts such appointment. The names and addresses of the holders of the Notes and the names and addresses of any
transferee of any Note of which the Agent has received notice, in the form of a copy of the assignment and assumption agreement referred
to in this Section 15, shall be registered in the Note Register. The Person in whose name a Note Holder is so registered shall
be deemed and treated as the sole owner and holder thereof for all purposes of this Agreement. Upon request of a Note Holder, the Agent
shall provide such party with the names and addresses of the other Note Holders. To the extent the Trustee or another party is appointed
as Agent hereunder, each Note Holder hereby designates such Person as its agent under this Section 15 solely for purposes of maintaining
the Note Register.


In connection with any Transfer
of a Note occurring hereafter (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 or the Transfer is to a transferee in connection with
a transfer to a Securitization Trust and the related pooling and servicing agreement or trust and servicing agreement requires the parties
thereto to comply with this Agreement), whereby such transferee assumes all of the obligations of the applicable Note Holder hereunder
with respect to such Note thereafter accruing and agrees to be bound by the terms of this Agreement, including the applicable restriction
on Transfers set forth in Section 14, from and after the date of such assignment. No transfer of a Note may be made unless it is
registered on the Note Register, and the Agent shall not recognize any attempted or purported transfer of any Note in violation of the
provisions of Section 14 and this Section 15. Any such purported transfer shall be absolutely null and void ab initio 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 Holders against any liability that may result if the transfer is not made in accordance with the provisions
of this Agreement.


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


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


(a)               
SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, OR FOR RECOGNITION AND ENFORCEMENT
OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-




    	 	45	 



     


    

EXCLUSIVE GENERAL JURISDICTION OF THE COURTS
OF THE STATE OF NEW YORK, THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS
FROM ANY THEREOF;


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


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


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


Section 18.           
Modifications. This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by
each Note Holder. Additionally, for as long as any Note is contained in a Securitization Trust, the Note Holders shall not amend or modify
this Agreement without first receiving a Rating Agency Confirmation from each Rating Agency then rating any securities issued in a Securitization.
However, no such confirmation from the Rating Agencies shall be required in connection with a modification (i) to cure any ambiguity,
to correct an error or supplement any provisions herein that may be defective or inconsistent with any other provisions herein or with
the Lead Securitization Servicing Agreement, (ii) to make other provisions with respect to matters or questions arising under this Agreement,
which shall not be inconsistent with the provisions of this Agreement or (iii) entered into pursuant to Section 31 of this Agreement or
(iv) if and to the extent that it would be deemed given or not required pursuant to the definition of Rating Agency Confirmation in the
Lead Securitization Servicing Agreement and/or any Non-Lead Securitization Servicing Agreement, as applicable.


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







    	 	46	 



     


    

Section 20.           
Counterparts. This Agreement may be executed in any number of counterparts and all of such counterparts shall together
constitute one and the same instrument. This Agreement shall be valid, binding and enforceable against a party when executed and delivered
by an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a faxed, scanned or photocopied
manual signature; or (iii) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce
Act, state enactments of the Uniform Electronic Transaction Act, and/or any other relevant electronic signatures law, including any relevant
provisions of the Uniform Commercial Code (collectively, “Signature Law”), in each case, to the extent applicable.
Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal
effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon,
and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any
other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. For the avoidance
of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the Uniform Commercial
Code or other Signature Law due to the character or intended character of the writings.


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


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


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


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




    	 	47	 



     


    

(b)              
 Each Non-Lead Securitization Note Holder 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 Non-Lead Securitization Note Holder
in reliance upon any representation, certificate, statement, document or instrument made or provided by such Non-Lead Securitization 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 Non-Lead Securitization Note Holder. It is 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 Non-Lead Securitization 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 Non-Lead Securitization Note Holder represents to the Lead Securitization Note Holder (for the benefit of the Mortgage Loan
Borrower) that it is not a Non-Exempt Person and that neither the Lead Securitization Note Holder nor the Mortgage Loan Borrower is obligated
under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise pursuant to this Agreement. Contemporaneously
with the execution of this Agreement and from time to time as necessary during the term of this Agreement, each Non-Lead Securitization
Note Holder shall deliver to the Lead Securitization Note Holder or Servicer, as applicable, evidence satisfactory to the Lead Securitization
Note Holder substantiating that such Note Holder is not a Non-Exempt Person and that the Lead Securitization Note Holder is not obligated
under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise under this Agreement. Without
limiting the effect of the foregoing, (i) if a Non-Lead Securitization 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 Non-Lead Securitization 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 a Non-Lead Securitization Note or otherwise until the related Non-Lead Securitization Note Holder shall have furnished to the
Lead Securitization Note Holder requested forms, certificates, statements or documents.


Section 25.           
Custody of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than each Non-Lead Securitization
Note) (a) prior to the Lead




    	 	48	 



     


    

Securitization will be held by the Initial
Agent 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 26.           
Cooperation in Securitization.


(a)               
Each Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization.
In connection with a Securitization and subject to the terms of the preceding sentence, at the request of the Lead Securitization Note
Holder, each Non-Lead Securitization Note Holder shall use reasonable efforts, at the Lead Securitization Note Holder’s expense,
to satisfy, and to cooperate with the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the
market standards to which the Lead Securitization Note Holder customarily adheres or which may be reasonably required in the marketplace
or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications
to this Agreement or the Mortgage Loan Documents and to cooperate with the Lead Securitization Note Holder in attempting to cause the
Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested
by the Rating Agencies to effect the Securitization; provided, however, that either in connection with the Lead Securitization
or otherwise at any time prior to the Lead Securitization, none of the Non-Lead Securitization Note Holders shall be required to modify
or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith, if such
modification or amendment would (i) change the interest allocable to, or the amount of any payments due to or priority of such payments
to, a Non-Lead Securitization Note Holder or (ii) materially increase a Non-Lead Securitization Note Holders’ obligations or
materially decrease any Non-Lead Securitization Note Holders’ rights, remedies or protections. In connection with the Lead Securitization,
each Non-Lead Securitization Note Holder agrees to provide for inclusion in any disclosure document relating to the Lead Securitization
such information concerning such Non-Lead Securitization Note Holder and the related Non-Lead Securitization Note as the Lead Securitization
Note Holder reasonably determines to be necessary or appropriate. Such Non-Lead Securitization Note Holder agrees that it shall, at the
Lead Securitization Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and Lead Securitization
Note Holder in connection with the Lead Securitization (including, without limitation, reasonably cooperating with the Lead Securitization
Note Holder (without any obligation to make additional representations and warranties) to enable the Lead Securitization Note Holder to
make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with
the Mortgage Loan and the Lead Securitization), as well as in connection with all other matters and the preparation of any offering documents
thereof and to review and respond reasonably promptly with respect to any information relating to a Non-Lead Securitization Note Holder
and the related Non-Lead Securitization Note in any Securitization document. Each Non-Lead Securitization Note Holder acknowledges that
the information provided by it to the Lead Securitization Note Holder may be incorporated into the offering documents for the Lead Securitization.
The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of,
each Non-Lead Securitization Note Holder. The Lead Securitization Note Holder will reasonably cooperate with each Non-Lead Securitization
Note Holder by providing all




    	 	49	 



     


    

information reasonably requested that is in
the Lead Securitization Note Holder’s possession in connection with each Non-Lead Securitization Note Holders’ preparation
of disclosure materials in connection with a Securitization.


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


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


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


Section 29.           
Certain Matters Affecting the Agent.


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


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


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


(d)              
None of the Agent or any of its directors, officers, employees, Affiliates, agents or “control” persons within the
meaning of the Act shall be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by
the Agent to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


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




    	 	50	 



     


    

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


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


Section 30.           
Termination and Resignation of Agent. (a) The Agent may be terminated at any time upon ten (10) days prior written notice
from the Lead Securitization Note Holder. If the Agent is terminated pursuant to this Section 30, all of its rights and obligations under
this Agreement shall be terminated, other than any rights or obligations that accrued prior to the date of such termination.


(b)              
The Agent may resign at any time on ten (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 satisfactory to the
Note Holders), has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. WFB, as Initial Agent, may transfer
its rights and obligations to a Servicer, the Trustee or the Certificate Administrator, as successor Agent, at any time without the consent
of any Note Holder. Notwithstanding the foregoing, Note Holders hereby agree that, simultaneously with the closing of the Lead Securitization,
the Master Servicer shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of WFB 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.


Section 31.           
Resizing. Notwithstanding any other provision of this Agreement, for so long as an Initial Note Holder or an affiliate of
an Initial Note Holder (the “Resizing Holder”) is the owner of any Non-Lead Securitization Note (the “Owned
Note”) and such Owned Note is not included in a Securitization, such Resizing Holder 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 or re-allocations, (iii) all Notes pay pro rata and on a pari passu basis and
such reallocated or component notes shall be automatically subject to the terms of this Agreement, (iv) the Resizing Holder holding the
New Notes shall notify the Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and
the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does
not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Resizing Holder (and any subsequent holder
of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except
for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as




    	 	51	 



     


    

discussed in Section 5), no Note may be modified
or amended without the consent of its holder and the consent of the holder of the other Notes. In connection with the foregoing (provided
the conditions set forth in (i) through (v) above are satisfied, with respect to (i) through (iv), as certified by the Resizing Holder,
on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments to the
Mortgage Loan Documents on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation
of principal. If the Controlling Note is involved in any resizing contemplated by this Section 31, the applicable Note Holder shall be
entitled to designate any one of the related New Notes as the Controlling Note, and the definitions of “Controlling Note”
and “Controlling Note Holder” shall be deemed to have been revised accordingly. Any New Note that is created in a resizing
contemplated by this Section 31 and is not the Controlling Note shall be deemed to be a Non-Controlling Note under this Agreement, the
definitions of “Non-Controlling Note” and “Non-Controlling Note Holder” shall be deemed to have been revised accordingly
to include such New Notes, and the applicable Note Holders of such Non-Controlling Notes shall have the same rights and responsibilities
as all other Non-Controlling Note Holders. For the avoidance of doubt, the parties agree and acknowledge that a modification or amendment
to this Agreement shall not be required in connection with the exercise of any rights under this Section 31.


[SIGNATURE PAGE FOLLOWS]


 


 




    	 	52	 



     


    

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





 


	 	Initial Note A-1-1 Holder, Initial
Note A-1-2 Holder and Initial Note A-1-3 Holder
	 	 
	 	CITI REAL ESTATE FUNDING INC.,
a New York corporation
	 	 
	 	By:  	/s/ Richard
    Simpson
	 	 	Name:  	Richard
    Simpson
	 	 	Title:	 Vice President
	 	 	 	 




 


	 	Initial Note A-2-1 Holder, Initial
Note A-2-2 Holder, Initial Note A-2-3-1 Holder and Initial Note A-2-3-2 Holder
	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
a national banking association
	 	 
	 	By:  	/s/ Jeff
    Cirillo
	 	 	Name:  	Jeff Cirillo
	 	 	Title:	Managing Director
	 	 	 	 





	 	Initial Note A-3-1 Holder, Initial
Note A-3-2 Holder and Initial Note A-3-3 Holder
	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
a national banking association
	 	 
	 	By:  	/s/ Jennifer R.
    Lewin
	 	 	Name:  	Jennifer R. Lewin
	 	 	Title:	Vice President
	 	 	 	 


 


 


 


 


 





 


(Co-Lender Agreement – 79 Fifth Avenue)



    	 	 	 



     


    

EXHIBIT A



MORTGAGE LOAN SCHEDULE


Description of Mortgage Loan


	Mortgage Loan Borrower:	AK 79 Fifth LLC, SAK 79 Fifth LLC and DAK 79 Fifth LLC
	Date of Mortgage Loan: 	April 29, 2022
	Date of Notes (other than Notes A-2-3-1 and A-2-3-2): 	April 29, 2022
	Date of Notes A-2-3-1 and A-2-3-2: 	May 11, 2022
	Original Principal Amount of Mortgage Loan:	$240,000,000.00
	Principal Amount of Mortgage Loan as of the date hereof:	$240,000,000.00
	Initial Note A-1-1 Principal Balance:	$50,000,000.00
	Initial Note A-1-2 Principal Balance:	$23,000,000.00
	Initial Note A-1-3 Principal Balance:	$23,000,000.00
	Initial Note A-2-1 Principal Balance:	$70,000,000.00
	Initial Note A-2-2 Principal Balance:	$13,000,000.00
	Initial Note A-2-3-1 Principal Balance:	$12,000,000.00
	Initial Note A-2-3-2 Principal Balance:	$1,000,000.00
	Initial Note A-3-1 Principal Balance:	$25,000,000.00
	Initial Note A-3-2 Principal Balance:	$11,500,000.00
	Initial Note A-3-3 Principal Balance:	$11,500,000.00
	Location of Mortgaged Property:	79 Fifth Avenue, New York, NY 10003
	Scheduled Maturity Date:	May 6, 2032


 


 




    	 	A-1	 



     


    

EXHIBIT B


1.       Initial Note A-1-1
Holder, Initial Note A-1-2 Holder and Initial Note A-1-3 Holder:


Citi Real Estate Funding Inc.

388 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson

Fax 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

Fax 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

Fax number: (646) 862-8988

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


2.       Initial Note A-2-1
Holder, Initial Note A-2-2 Holder, Initial Note A-2-3-1 Holder and Initial Note A-2-3-2 Holder:


Wells Fargo Bank, National Association

30 Hudson Yards, 15th Floor

New York, New York 10001

Attention: A.J. Sfarra

Email: anthony.sfarra@wellsfargo.com




    	 	B-1	 



     


    

with a copy to:



Troy Stoddard, Esq.

Senior Counsel

Wells Fargo Legal Department

401 South Tryon Street

MAC D1050-272

26th Floor

Charlotte, North Carolina 28202-1911

Email: troy.stoddard@wellsfargo.com


3.       Initial Note A-3-1
Holder, Initial Note A-3-2 Holder and Initial Note A-3-3 Holder:


JPMorgan Chase Bank, National Association

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Kunal K. Singh

Email:  US_CMBS_Notice@jpmorgan.com


with a copy to:



JPMorgan Chase Bank, National Association

4 New York Plaza, 21st Floor

New York, New York 10004-2413

Attention: SPG Legal

Email: US_CMBS_Notice@jpmorgan.com


with a copy to:



Cadwalader Wickersham & Taft LLP

227 West Trade Street

Charlotte, North Carolina 28202

Attention: David Burkholder

Email: David.Burkholder@cwt.com


 




    	 	B-2	 



     


    

EXHIBIT C


 


 


1. Apollo Global Real Estate


2. Archon Capital, L.P.


3. AREA Property Partners


4. BlackRock, Inc.


5. The Blackstone Group International Ltd.


6. Capital Trust, Inc.


7. Clarion Partners


8. Colony Capital, Inc.


9. DLJ Real Estate Capital Partners


10. Eightfold Real Estate Capital, L.P.


11. Fortress Investment Group LLC


12. Garrison Investment Group


13. Goldman, Sachs & Co.


14. iStar Financial Inc.


15. J.E. Roberts Companies


16. Lend-Lease Real Estate Investments


17. LoanCore Capital


18. Lonestar Funds


19. Praedium Group


20. Raith Capital Partners, LLC


21. Rialto Capital Management, LLC


22. Rialto Capital Advisors, LLC


23. Rockpoint Group


24. Starwood Capital/Starwood Financial Trust


25. Torchlight Investors


26. Walton Street Capital, LLC


27. Westbrook Partners


28. WestRiver Capital


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


 


 






    	 	C-1