Exhibit
4.12 


 





EXECUTION
COPY


 


AGREEMENT
BETWEEN NOTE HOLDERS


 


Dated
as of April 27, 2018


 


by
and between


 


BANK
OF AMERICA, N.A.,


 


and


 


KEYBANK
NATIONAL ASSOCIATION


 


GCEAR
II Portfolio


 




    


     


    

 


TABLE
OF CONTENTS


 





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




 






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THIS
AGREEMENT BETWEEN NOTEHOLDERS (this “Agreement”), dated as of April 27, 2018, is by and among BANK OF AMERICA,
N.A. (“BANA”, together with its successors and assigns in interest, as the initial owner of Note A-1-1 described
below, in its capacity as the “Initial Note A-1-1 Holder” and, in its capacity as the initial agent, the “Initial
Agent”), BANA (together with its successors and assigns in interest, as the initial owner of Note A-1-2 described below,
in its capacity as the “Initial Note A-1-2 Holder”), BANA (together with its successors and assigns in interest,
as the initial owner of Note A-1-3 described below, in its capacity as the “Initial Note A-1-3 Holder”), and
(“KeyBank”, together with its successors and assigns in interest, as the initial owner of Note A-2-1 described
below, in its capacity as the “Initial Note A-2-1 Holder”), KeyBank (together with its successors and assigns
in interest, as the initial owner of Note A-2-2 described below, in its capacity as the “Initial Note A-2-2 Holder”),
and KeyBank (together with its successors and assigns in interest, as the initial owner of Note A-2-3 described below, in its
capacity as the “Initial Note A-2-3 Holder”). The Initial Note A-1-1 Holder, the Initial Note A-1-2 Holder,
the Initial Note A-2-1 Holder, the Initial Note A-2-2 Holder and the Initial Note A-2-3 Holder are referred to collectively herein
as the “Initial Note Holders”.


 


W
I T N E S S E T H:


 


WHEREAS,
in accordance with that certain Co-Origination Agreement dated as of April 27, 2018 (the “Co-Origination Agreement”),
between BANA and KeyBank (each, a “Lender” and collectively, the “Lenders”), the Lenders
co-originated a certain mortgage loan (the “Mortgage Loan”) described on the schedule attached hereto as Exhibit
A (the “Mortgage Loan Schedule”) to the mortgage loan borrowers described on the Mortgage Loan Schedule (collectively,
the “Mortgage Loan Borrower”), pursuant to the Mortgage Loan Agreement (as defined herein), which Mortgage
Loan is evidenced by, inter alia, the promissory notes having such designations, being in such initial principal amounts,
and made in favor of such of the Lenders as is indicated in the following table:


 


	Note 
	 	Initial
                                         Principal Amount 
	 	Applicable
                                         Lender 

	“Note
    A-1-1”	 	$
    80,000,000.00	 	BANA
	“Note
    A-1-2”	 	$
    45,000,000.00	 	BANA
	“Note
    A-2-1”	 	$
    60,000,000.00	 	KeyBank
	“Note
    A-2-2”	 	$
    45,000,000.00	 	KeyBank
	“Note
    A-2-3”	 	$
    20,000,000.00	 	KeyBank


 


Note
A-1-1, Note A-1-2, Note A-2-1, Note A-2-2 and Note A-2-3 are each referred to in this Agreement as a “Note”
and collectively as the “Notes”. Each Note is dated April 27, 2018 (the “Mortgage Loan Closing Date”).


 


WHEREAS,
the Initial Note A-1-1 Holder, the Initial Note A-1-2 Holder, the Initial Note A-2-1 Holder, the Initial Note A-2-2 Holder and
the Initial Note A-2-3 Holder desire to enter into this Agreement to memorialize the terms under which they, and their successors
and assigns, shall hold Note A-1-1, Note A-1-2, Note A-2-1, Note A-2-2 and Note A-2-3, respectively.


 






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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. Whenever a term is defined as having the meaning set forth
in the Lead Securitization Servicing Agreement or substantially similar language it shall be deemed to refer to the definition
of such term (or if no such definition exists, the definition of any term substantially similar thereto) as is set forth in the
Lead Securitization Servicing Agreement.


 


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


 


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


 


“Agent
Office” shall mean the designated office of the Agent, which office, as of the date of this Agreement, is the office
of the Initial Note A-1-1 Holder listed on Exhibit B hereto, and which is the address to which notices to and correspondence
with the Agent should be directed. The Agent may change the address of its designated office by notice to the Note Holders.


 


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


 


“Appraisal
Reduction Event” shall have the meaning assigned to such term or analogous term in the Lead Securitization Servicing
Agreement.


 


“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.


 


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


 


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


 






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


 


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


 


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


 


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


 


“Collateral
Deficiency Amount” shall have the meaning assigned to such term or analogous term in the Lead Securitization Servicing
Agreement.


 


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


 


“Commission”
shall mean the United States Securities and Exchange Commission.


 


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


 


“Consultation
Termination Event” shall have the meaning assigned to such term or analogous term in the Lead Securitization Servicing
Agreement.


 


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


 


“Control
Termination Event” shall have the meaning assigned to such term or analogous term in the Lead Securitization Servicing
Agreement.


 


“Controlling
Note” shall mean Note A-1-1.


 






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“Controlling
Note Holder” shall mean the holder of the Controlling Note; provided that at any time the Controlling Note is
included in a Securitization, references to the “Controlling Note Holder” herein shall mean the holders of the majority
of the class of securities issued in such Securitization designated as the “controlling class” or any other party
that is assigned the rights to exercise the rights of the “Controlling Note Holder” hereunder, as and to the extent
provided in the related Securitization Servicing Agreement (including without limitation subject to any restrictions applicable
to the Mortgage Loan Borrower or affiliates of the Mortgage Loan Borrower provided in the Lead Securitization Servicing Agreement).


 


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


 


“Custodian”
shall mean the custodian appointed as provided in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“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-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.


 






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“Initial
Note A-2-3 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 that following any such permitted
transaction affecting the title to the Mortgaged Property, the Mortgage Loan Borrower for purposes of this Agreement shall be
defined to mean the successor owner of the Mortgaged Property from time to time as may be permitted pursuant to the Mortgage Loan
Documents; provided, further, that for the purposes of this definition, in the event that more than one entity comprises
the Mortgage Loan Borrower, the term “Mortgage Loan Borrower” shall refer to any such entity (or entities, as applicable).


 


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


 


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


 


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


 


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


 


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


 


“Lead
Securitization” shall mean the Note A-1-1 Securitization; provided that, if any other Securitization occurs prior
to the Note A-1-1 Securitization, then the first such 


 



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Securitization
shall be the Lead Securitization until such time as the Note A-1-1 Securitization occurs.


 


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


 


“Lead
Securitization Directing Holder” shall mean the “Directing Holder” (or analogous term) (or the “Directing
Certificateholder” (or analogous term) acting as such Directing Holder, as applicable) under the Lead Securitization Servicing
Agreement.


 


“Lead
Securitization Note” shall mean the Note(s) included in the Lead Securitization.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Mortgage
Loan Agreement” shall mean the Loan Agreement, dated as of April 27, 2018, between BANA, as lender, and the Mortgage
Loan Borrower, as the same may be further amended, restated, supplemented or otherwise modified from time to time, subject to
the terms hereof.


 






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


 


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


 


“Mortgage
Loan Closing Date” 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.


 


“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 33.


 


“Non-Controlling
Note” means any Note other than the Controlling Note, including any New Note designated as a “Non-Controlling
Note” hereunder pursuant to Section 33.


 


“Non-Controlling
Note Holder” means any holder of a Non-Controlling Note; provided that at any time such holder’s respective
Note is included in a Securitization, references to such “Non-Controlling Note Holder” herein shall mean the “Directing
Certificateholder”, “Directing Holder”, “Controlling Class Representative” or any other party assigned
the rights to exercise the rights of such “Non-Controlling Note Holder” hereunder, as and to the extent provided in
the related Non-Lead Securitization Servicing Agreement (including without limitation subject to any restrictions applicable to
the Mortgage Loan Borrower or affiliates of the Mortgage Loan Borrower provided in the 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. 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 the representative of the “controlling class”
holder(s) in respect of any Note (including any New 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 person party to the related Securitization Servicing Agreement) and to the extent that the related Securitization
Servicing Agreement assigns such rights to more than one such party as the representative of the “controlling class”
holder(s) for purposes of this Agreement, such Securitization Servicing Agreement shall designate one such 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”
under this Agreement or the Lead Securitization Servicing


 



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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 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(a).


 


“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 any Servicer
on behalf of the Note Holders to make such payments free of any obligation or liability for withholding.


 


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


 


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


 


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


 


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


 


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


 


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


 






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“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.


 


“Non-Securitizing
Note Holder” shall mean, with respect to a Securitization, each Note Holder that is not a Securitizing Note Holder with
respect to such Securitization.


 


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


 


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


 


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


 


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


 


“Note
A-1-2” shall have the meaning assigned to such term in the recitals.


 


“Note
A-1-2 Holder” shall mean the Initial Note A-1-2 Holder or any subsequent holder of Note A-1-2, as applicable.


 


“Note
A-1-2 Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the “Original
Principal Balance” of Note A-1-2 set forth on the Mortgage Loan Schedule, less any payments of principal on Note A-1-2 received
by the Note A-1-2 Holder or reductions in the principal balance thereof pursuant to Section 3 or 4, as applicable.


 


“Note
A-1-2 Securitization” shall mean the first sale by the Note A-1-2 Holder of all or a portion of Note A-1-2 to a depositor
who will in turn include such portion of Note A-1-2 as part of the securitization of one or more mortgage loans.


 


“Note
A-2-1” shall have the meaning assigned to such term in the recitals.


 


“Note
A-2-1 Holder” shall mean the Initial Note A-2-1 Holder or any subsequent holder of Note A-2-1, as applicable.


 


“Note
A-2-1 Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the “Original
Principal Balance” of Note A-2-1 set forth on the Mortgage Loan Schedule, less any payments of principal on Note A-2-1 received
by the


 



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Note
A-2-1 Holder or reductions in the principal balance thereof pursuant to Section 3 or 4, as applicable.


 


“Note
A-2-1 Securitization” shall mean the first sale by the Note A-2-1 Holder of all or a portion of Note A-2-1 to a depositor
who will in turn include such portion of Note A-2-1 as part of the securitization of one or more mortgage loans.


 


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


 


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


 


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


 


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


 


“Note
A-2-3” shall have the meaning assigned to such term in the recitals.


 


“Note
A-2-3 Holder” shall mean the Initial Note A-2-3 Holder or any subsequent holder of Note A-2-3, as applicable.


 


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


 


“Note
A-2-3 Securitization” shall mean the first sale by the Note A-2-3 Holder of all or a portion of Note A-2-3 to a depositor
who will in turn include such portion of Note A-2-3 as part of the securitization of one or more mortgage loans.


 


“Note
Holder Representative” shall mean a Controlling Note Holder Representative or a Non-Controlling Note Holder Representative,
as applicable (including any Lead Securitization Directing Holder and any “directing certificateholder”, “controlling
class representative” or similar person acting pursuant to a Securitization Servicing Agreement on behalf of the Controlling
Note Holder or a Non-Controlling Noteholder, as the case may be).


 


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


 


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


 






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“Note
Principal Balance” shall mean each of the Note A-1-1 Principal Balance, the Note A-1-2 Principal Balance, the Note A-2-1
Principal Balance, the Note A-2-2 Principal Balance and the Note A-2-3 Principal Balance.


 


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


 


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


 


“Operating
Advisor” shall mean the operating advisor appointed as provided in the Lead Securitization Servicing Agreement.


 


“Owned
Note” shall have the meaning assigned to such term in Section 33.


 


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


 


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


 


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


 


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


 


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


 


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


 


(a)          an
entity Controlled 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 CDO comprised of, or other
securitization vehicle involving, assets deposited or transferred by a Note Holder and/or one or more Affiliates (whether


 



    -11-


     


    

 


with
assets from others or not), provided that the securities issued in connection with such CDO or other securitization vehicle
are rated by each of the Rating Agencies that assigned a rating to one or more classes of securities issued in connection with
the Lead Securitization, or


 


(c)          one
or more of the following:


 


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


 


(ii)        an
investment company, money management firm or a “qualified institutional buyer” within the meaning of Rule 144A under
the Securities Act 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 (“CDO”)
secured by, or (c) a financing through an “owner trust” of, a Note or any interest therein (any of the foregoing,
a “Securitization Vehicle”), provided that (1) one or more classes of securities issued by such Securitization
Vehicle is initially rated at least investment grade by each of the Rating Agencies that assigned a rating to one or more classes
of securities issued in connection with such Securitization Vehicle (it being understood that with respect to any Rating Agency
that assigned such a rating to the securities issued by such Securitization Vehicle, a Rating Agency Confirmation will not be
required in connection with a transfer of such Note or any interest therein to such Securitization Vehicle); (2) in the case of
a Securitization Vehicle that is not a CDO, the special servicer of such Securitization Vehicle has a Required Special Servicer
Rating or is otherwise subject to Rating Agency Confirmations from the Rating Agencies rating each Securitization (such entity,
an “Approved Servicer”) and such Approved Servicer is required to service and administer such Note or any interest
therein in accordance with servicing arrangements for the assets held by the Securitization Vehicle which require that such Approved
Servicer act in accordance with a servicing standard notwithstanding any contrary direction or instruction from any other Person;
or (3) in the case of a Securitization Vehicle that is a CDO, the CDO Asset Manager and, if applicable, each Intervening Trust
Vehicle that is not administered and managed by a CDO Asset Manager which is a Qualified Institutional Lender, are each a Qualified
Institutional Lender under clauses (i), (ii), (iv) or (v) of this definition, or


 


(iv)       an
investment fund, limited liability company, limited partnership or general partnership having capital and/or capital commitments
of at least $250,000,000, in which (A) any Initial Note Holder, (B) a person that is otherwise a Qualified Institutional Lender
under clause (i), (ii) or (v) (with respect to an 


 



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institution
substantially similar to the entities referred to in clause (i) or (ii) above), or (C) a Permitted Fund Manager,
acts as a general partner, managing member, or the fund manager responsible for the day-to-day management and operation of such
investment vehicle and provided that at least 50% of the equity interests in such investment vehicle are owned, directly
or indirectly, by one or more entities that are otherwise Qualified Institutional Lenders (without regard to the capital surplus/equity
and total asset requirements set forth below in the definition), or


 


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


 


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


 


(d)         any
entity Controlled by any of the entities described in clause (c) (other than clause (c)(iii)) above or that is the
subject of a Rating Agency Confirmation as a Qualified Institutional Lender for purposes of this Agreement from each of the Rating
Agencies engaged by the Depositor and any Non-Lead Depositor to rate the securities issued by the related Securitization Trust.


 


“Qualified
Trustee” means (i) a corporation, national bank, national banking association or a trust company, organized and doing
business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers
and to accept the trust conferred, having a combined capital and surplus of at least $50,000,000 and subject to supervision or
examination by federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or (iii) an
institution whose long-term senior unsecured debt is rated either of the then in effect top two rating categories of each of the
applicable Rating Agencies (or, if not rated by an applicable Rating Agency, an equivalent (or higher) rating from any two of
Fitch, Moody’s and S&P).


 


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


 






    -13-


     


    

 


“Rating
Agency Communication” shall mean, with respect to any action and any Securitization, any written communication intended
for a Rating Agency, which shall be delivered at least ten (10) Business Days prior to completing such action, in electronic document
format suitable for website posting to the 17g-5 information provider under the applicable Securitization Servicing Agreement.


 


“Rating
Agency Confirmation” shall mean, with respect to any Securitization (including each Non-Lead Securitization), a confirmation
in writing (which may be in electronic form) by each of the applicable Rating Agencies for such Securitization 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 securities issued pursuant to such
Securitization that are then outstanding. If no such securities are outstanding with respect to any Securitization, any action
that would otherwise require a Rating Agency Confirmation shall instead require the consent of the Lead Securitization Note Holder,
which consent shall not be unreasonably withheld or delayed. For the purposes of this Agreement, if any Rating Agency shall waive,
decline or refuse to review or otherwise engage any request for Rating Agency Confirmation hereunder, such waiver, declination,
or refusal shall be deemed to eliminate, for such request only, the condition that a Rating Agency Confirmation by such Rating
Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or refusal to
review or otherwise engage in any request for a Rating Agency Confirmation hereunder shall not be deemed a waiver, declination
or refusal to review or otherwise engage in any subsequent request for a Rating Agency Confirmation hereunder and the condition
for 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 rules may be amended from time to time, and subject to such clarification and interpretation as have been provided by
the Commission or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time, in each
case as effective from time to time as of the compliance dates specified therein.


 


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


 


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


 


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


 






    -14-


     


    

 


“REO
Property” shall have the meaning assigned to the term “REO Property” or such other analogous term used in
the Lead Securitization Servicing Agreement.


 


“Required
Special Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”,
(ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special
Servicer, (iii) in the case of Moody’s, such special servicer is acting as special servicer for one or more loans included
in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the
date of determination, and Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage
securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as
special servicer of such commercial mortgage loans, (iv) in the case of Morningstar, such special servicer has a ranking by Morningstar
equal to or higher than “MOR CS3” as a special servicer, provided that if Morningstar has not issued
a ranking with respect to such special servicer, such special servicer is acting as special servicer in a commercial mortgage
loan securitization that was rated by a Rating Agency within the twelve (12) month period prior to the date of determination,
and Morningstar has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed
any class of commercial mortgage securities on watch citing the continuation of such special servicer as special servicer of such
commercial mortgage securities, (v) in the case of KBRA, KBRA has not cited servicing concerns of such special servicer as the
sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status”
in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by such special servicer prior
to the time of determination, and (vi) in the case of DBRS, such special servicer is acting as special servicer in a commercial
mortgage loan securitization that was rated by DBRS within the twelve (12) month period prior to the date of determination and
DBRS has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class
of commercial mortgage securities on watch citing the continuation of such special servicer as special servicer of such commercial
mortgage securities as a material reason for such downgrade or withdrawal.


 


“Resizing
Holder” shall have the meaning assigned to such term in Section 33.


 


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


 


“Scheduled
Payment” shall mean the scheduled payment of interest and/or principal due on the Mortgage Loan on a Monthly Payment
Date.


 


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


 


“Securitization”
shall mean each of the Note A-1-1 Securitization, the Note A-1-2 Securitization, the Note A-2-1 Securitization, the Note A-2-2
Securitization and the Note A-2-3 Securitization, as applicable.


 


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


 






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“Securitization
Trust” shall mean a trust formed pursuant to a Securitization pursuant to which one or more of the Notes are held.


 


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


 


“Securitizing
Note Holder” shall mean, with respect to a Securitization, each Note Holder that is contributing its Note to such Securitization.


 


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


 


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


 


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


 


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


 


“Special
Servicer” shall mean the special servicer or excluded mortgage loan special servicer, as applicable, appointed as provided
in the Lead Securitization Servicing Agreement.


 


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


 


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


 


“Trustee”
shall mean the 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


 



    -16-


     


    

 


administration
of such trust, and one or more such U.S. Persons have the authority to control all substantial decisions of such trust (or, to
the extent provided in applicable Treasury Regulations, a trust in existence on August 20, 1996 which is eligible to elect to
be treated as a U.S. Person).


 


Section
2.     Servicing of the Mortgage Loan.


 


(a)          Each
Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and
after the closing date of the Lead Securitization by the Master Servicer and the Special Servicer pursuant to the terms of this
Agreement and the Lead Securitization Servicing Agreement; provided that the Master Servicer shall not be obligated to
advance monthly payments of principal or interest in respect of any Note other than the Lead Securitization Note if such principal
or interest is not paid by the Mortgage Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance
premiums and other expenses related to the maintenance of the Mortgaged Property and maintenance and enforcement of the lien of
the Mortgage thereon, subject to the terms of the Lead Securitization Servicing Agreement. Each Note Holder acknowledges that
any other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will, subject
to Section 27, reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such
Securitization. Subject to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally
consents to the appointment of the Master Servicer and the Trustee under the Lead Securitization Servicing Agreement by the Depositor
and the appointment of the Special Servicer by the Controlling Note Holder and agrees to reasonably cooperate with the Master
Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization
Servicing Agreement. Each Note Holder hereby appoints the Master Servicer, the Special Servicer and the Trustee in the Lead Securitization
as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and
servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights
of the Note Holder set forth herein and in the Lead Securitization Servicing Agreement). The Lead Securitization Servicing Agreement
shall not require the Servicer to enforce the rights of one Note Holder against any other Note Holder, and shall not limit the
Servicer in enforcing the rights of one Note Holder against any other Note Holder as may be required in order to service the Mortgage
Loan as contemplated by this Agreement and the Lead Securitization Servicing Agreement; provided, that it is also understood
and agreed that nothing in this sentence shall be construed to otherwise limit the rights of one Note Holder with respect to any
other Note Holder. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement (i) to service the
Mortgage Loan in accordance with the Servicing Standard, the terms of the Mortgage Loan Documents, this Agreement, the Lead Securitization
Servicing Agreement and applicable law, (ii) to provide information to each servicer under each Non-Lead Securitization Servicing
Agreement necessary to enable each such servicer to perform its servicing duties under such Non-Lead Securitization Servicing
Agreement, and (iii) to not take any action or refrain from taking any action or follow any direction inconsistent with the foregoing.


 


At
any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Note
Holders agree to cause the Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note
Holders,


 



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pursuant
to a servicing agreement that has servicing terms substantially similar to the Lead Securitization Servicing Agreement and all
references herein to the “Lead Securitization Servicing Agreement” shall mean such subsequent servicing agreement;
provided, that if a Non-Lead Securitization Note is in a Securitization and 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, then a Rating Agency Confirmation shall have been obtained from each Rating Agency with respect
to the securities issued in connection with such Securitization for such Non-Lead Securitization Note; provided, further,
that the special servicer and related servicing arrangements under such replacement servicing agreement shall in any event satisfy
the requirements of clause (c)(iii)(2) of the definition of Qualified Institutional Lender; and provided, further,
that until a replacement servicing agreement has been entered into, the Lead Securitization Note Holder shall cause the Mortgage
Loan to be serviced pursuant to the provisions of the Lead Securitization Servicing Agreement, as if such agreement were still
in full force and effect with respect to the Mortgage Loan, by the applicable Servicer in the Lead Securitization or by any Person
appointed by the Lead Securitization Note Holder that is a qualified servicer meeting the requirements of the Lead Securitization
Servicing Agreement. The Note Holders acknowledge that at any time that the Mortgage Loan is no longer subject to the provisions
of the Lead Securitization Servicing Agreement, the Master Servicer shall have no further obligation to make P&I Advances
with respect to the Mortgage Loan.


 


(b)          The
Master Servicer shall be the lead master servicer on the Mortgage Loan, and from time to time it (or the Trustee, or the Special
Servicer, on an emergency basis, to the extent provided in the Lead Securitization Servicing Agreement) shall make (or in the
case of the Special Servicer, may but is not obligated to make) the following advances, subject to the terms of the Lead Securitization
Servicing Agreement and this Agreement: (i) Servicing Advances on the Mortgage Loan and (ii) P&I Advances on the Lead Securitization
Note. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to reimbursement for a Servicing
Advance, first, from funds on deposit in the Collection Account and/or the related Companion Distribution Account for the
Mortgage Loan that (in any case) represent amounts received on or in respect of the Mortgage Loan, and then, in the case
of Servicing Advances that are Nonrecoverable Advances, if such funds on deposit in the Collection Account and the related Companion
Distribution Account are insufficient, from general collections of the Lead Securitization as provided in the Lead Securitization
Servicing Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to reimbursement
for interest on a Servicing Advance (including any Servicing Advance that is a Nonrecoverable Advance) at the Reimbursement Rate
in the manner and from the sources provided in the Lead Securitization Servicing Agreement, including from general collections
of the Lead Securitization. Notwithstanding the foregoing, to the extent the Master Servicer, the Special Servicer or the Trustee,
as applicable, obtains funds from general collections of the Lead Securitization as a reimbursement for a Servicing Advance that
is a Nonrecoverable Advance or any interest on a Servicing Advance (including any Servicing Advance that is a Nonrecoverable Advance)
at the Reimbursement Rate, each Non-Lead Securitization Note Holder (including any Securitization Trust into which such Non-Lead
Securitization Note is deposited) shall be required to, promptly following notice from the Master Servicer, reimburse the Lead
Securitization for its pro rata share of such Servicing Advance that is a Nonrecoverable Advance or interest thereon at
the Reimbursement Rate.


 






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In
addition, any Non-Lead Securitization Note Holder (including, but not limited to, any Securitization Trust into which such Non-Lead
Securitization Note is deposited) shall be required to, promptly following notice from the Master Servicer or the Special Servicer,
pay or reimburse the Lead Securitization for such Non-Lead Securitization Note Holder’s pro rata share of any fees,
costs or expenses incurred in connection with the servicing and administration of the Mortgage Loan as to which the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Depositor, as applicable, is entitled
to be reimbursed pursuant to the Lead Securitization Servicing Agreement and this Agreement, to the extent amounts on deposit
in the Collection Account and the related Companion Distribution Account are insufficient for reimbursement of such amounts. Each
Non-Lead Securitization Note Holder agrees to indemnify (as and to the same extent the Lead Securitization Trust is required to
indemnify each of the following parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms
of the Lead Securitization Servicing Agreement) each of the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee and the Operating Advisor (and any director, officer, member, manager, employee or agent of any of
the foregoing, to the extent such parties are identified as indemnified parties in the Lead Securitization Servicing Agreement
in respect of other mortgage loans) (the “Indemnified Parties”) against any claims, 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 (or, with respect to the Operating Advisor, incurred in connection
with the provision of services for the Mortgage Loan) under the Lead Securitization Servicing Agreement (collectively, the “Indemnified
Items”) to the extent of its pro rata share of such Indemnified Items, and to the extent amounts on deposit in
the Collection Account and the related Companion Distribution Account are insufficient for reimbursement of such amounts, each
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; provided,
that a Non-Lead Securitization Note Holder’s duty to pay, if any, Indemnified Items to the Operating Advisor shall be subject
to any limitations and conditions (including limitations and conditions with respect to the timing of such payments and the sources
of funds for such payments) as may be set forth from time to time in the related Non-Lead Securitization Servicing Agreement with
respect to the Non-Lead Operating Advisor.


 


Any
Non-Lead Master Servicer (or Non-Lead Trustee (if not made by such Non-Lead Master Servicer)) may be required to make P&I
Advances on the respective Non-Lead Securitization Note, from time to time, subject to the terms of the related Non-Lead Securitization
Servicing Agreement, the Lead Securitization Servicing Agreement and this Agreement. The Master Servicer, the Special Servicer
and the Trustee, as applicable, shall be entitled to make their own recoverability 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. Any Non-Lead Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee under any Non-Lead Securitization
Servicing Agreement, as applicable, shall each be entitled to make its own recoverability determination with respect to a P&I
Advance to be made on the related Non-Lead Securitization Note based on the information that they have on hand and in accordance
with the related Non-Lead Securitization Servicing Agreement. The Master Servicer or the Trustee, as applicable, and any Non-Lead
Master Servicer or Non-Lead Trustee, as applicable, shall each be required to notify


 



    -19-


     


    

 


the
other of the amount of its P&I Advance within two (2) Business Days of making such advance. If the Master Servicer, the Special
Servicer or the Trustee, as applicable (with respect to the Lead Securitization Note) or a Non-Lead Master Servicer, Non-Lead
Special Servicer or Non-Lead Trustee, as applicable (with respect to a Non-Lead Securitization Note), determines that a proposed
P&I Advance, if made, would be non-recoverable or an outstanding P&I Advance is or would be non-recoverable, or if the
Master Servicer, the Special Servicer or the Trustee, as applicable, subsequently determines that a proposed Servicing Advance
would be non-recoverable or an outstanding Servicing Advance is or would be non-recoverable, then the Master Servicer or the Trustee
(as provided in the Lead Securitization Servicing Agreement, in the case of a determination of non-recoverability by the Master
Servicer, the Special Servicer or the Trustee) or such Non-Lead Master Servicer or Non-Lead Trustee (as provided in the related
Non-Lead Securitization Servicing Agreement, in the case of a determination of non-recoverability by a Non-Lead Master Servicer,
a Non-Lead Special Servicer or a Non-Lead Trustee) shall notify the Master Servicer and the Trustee, or the related Non-Lead Master
Servicer and the related Non-Lead Trustee, as the case may be, of such other Securitization within two (2) Business Days of making
such determination. Each of the Master Servicer and the Trustee, any Non-Lead Master Servicer and any Non-Lead Trustee, as applicable,
shall only be entitled to reimbursement for a P&I Advance that becomes non-recoverable and interest thereon, first,
from the related Companion Distribution Account from amounts allocable to the Note for which such P&I Advance was made, and
then, if such funds are insufficient, (i) in the case of the Lead Securitization Note, from general collections of the
Lead Securitization Trust, pursuant to the terms of the Lead Securitization Servicing Agreement and (ii) in the case of a Non-Lead
Securitization Note, from general collections of the related Securitization Trust, as and to the extent provided in the related
Non-Lead Securitization Servicing Agreement.


 


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


 


(i)           such
Non-Lead Securitization Note Holder shall be responsible for its pro rata share of any Servicing Advances that are Nonrecoverable
Advances (and interest thereon at the Reimbursement Rate) and any additional trust fund expenses under the Lead Securitization
Servicing Agreement, but only to the extent that they relate to servicing and administration of the Mortgage Loan, including without
limitation, any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees relating to the Notes, and that in the event
that the funds received with respect to each respective Note are insufficient to cover such Servicing Advances or additional trust
fund expenses, (x) the related Non-Lead Master Servicer will be required to, promptly following notice from the Master Servicer,
the Special Servicer or the Trustee, pay or reimburse, pay or reimburse the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee or the Operating Advisor, as applicable, out of general collections in the collection account (or equivalent
account) established under such Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization Note Holder’s
pro rata share of any such Servicing Advances that are Nonrecoverable Advances (and interest thereon at the Reimbursement
Rate) and/or additional trust fund expenses under the Lead Securitization Servicing Agreement relating to the Mortgage Loan, and
(y) if the Lead Securitization Servicing Agreement permits the Master Servicer, the Special Servicer, the Certificate


 



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Administrator,
the Trustee or the Operating Advisor to reimburse itself from the Lead Securitization Trust’s general collections, then
the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Operating Advisor, as applicable,
may do so and the related Non-Lead Master Servicer will be required to, promptly following notice from the Master Servicer, the
Special Servicer or the Trustee, pay or reimburse the Lead Securitization Trust out of general collections in the collection account
(or equivalent account) established under such Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization Note
Holder’s pro rata share of any such Servicing Advances that are Nonrecoverable Advances (and interest thereon at
the Reimbursement Rate) and/or additional trust fund expenses under the Lead Securitization Servicing Agreement relating to the
Mortgage Loan;


 


(ii)          each
of the Indemnified Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required to indemnify
each of such Indemnified Parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of
Lead Securitization Servicing Agreement) by the Securitization Trust holding such Non-Lead Securitization Note, against any of
the Indemnified Items to the extent of its pro rata share of such Indemnified Items, and to the extent amounts on deposit
in the Collection Account and the related Companion Distribution Account are insufficient for reimbursement of such amounts, the
related Non-Lead Master Servicer will be required to reimburse each of the applicable Indemnified Parties for its pro rata
share of the insufficiency out of general collections in the collection account (or equivalent account) established under
such Non-Lead Securitization Servicing Agreement; provided, that a Non-Lead Securitization Note Holder’s duty to
pay, if any, Indemnified Items to the Operating Advisor shall be subject to any limitations and conditions (including limitations
and conditions with respect to the timing of such payments or reimbursements and the sources of funds for such payments or reimbursements)
as may be set forth from time to time in the applicable Non-Lead Securitization Servicing Agreement with respect to the payment
of such items to the Non-Lead Operating Advisor; and


 


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


 


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


 






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(d)          If
a Non-Lead Securitization Note becomes the subject of an Asset Review pursuant to the related Non-Lead Securitization Servicing
Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the related
Non-Lead Asset Representations Reviewer in connection with such Asset Review by providing the Non-Lead Asset Representations Reviewer
with any documents reasonably requested by the Non-Lead Asset Representations Reviewer (not at its own expense or the expense
of the Lead Securitization Trust but at the expense of the related mortgage loan seller or such Non-Lead Asset Representations
Reviewer), but only to the extent that (i) such Non-Lead Asset Representations Reviewer has not been able to obtain such documents
from the related mortgage loan seller or any party to the related Non-Lead Securitization Servicing Agreement and (ii) such documents
are in the possession of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be.


 


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


 


(f)           In
addition to the foregoing, the Lead Securitization Servicing Agreement shall contain terms and conditions that are customary for
securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (i) required by the Code relating
to the tax elections of the trust fund formed pursuant to such Lead Securitization Servicing Agreement, (ii) required by law or
changes in any law, rule or regulation or (iii) requested by the Rating Agencies engaged to rate the Lead Securitization. The
Lead Securitization Servicing Agreement shall also satisfy Moody’s rating methodology for eligible accounts and permitted
investments for a securitization rated “Aaa” by Moody’s.


 


(g)          Without
limiting the generality of the preceding Section 2(f), the Lead Securitization Servicing Agreement shall contain customary
provisions with respect to (i) servicing transfer events that would result in the transfer of the Mortgage Loan to special servicing
status, (ii) the authority of the Controlling Note Holder (or the Master Servicer or Special Servicer on its behalf) to grant
or agree or consent to material modifications, waivers and


 



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amendments
to the Mortgage Loan, or to approve material assignments and assumptions or material additional indebtedness in connection with
the Mortgage Loan, (iii) the potential termination of the related Master Servicer and Special Servicer following a servicer termination
event (which shall include customary market termination events with respect to failures to make advances, failure to remit payments
for deposit in the Companion Distribution Account, failure to deliver (or cause to be delivered) materials or notices required
in order for the Non-Lead Depositor to timely comply with its obligations under the Exchange Act, and Rating Agency triggers with
respect to the certificates, subject to customary grace periods (provided, in the case of failures related to the Exchange Act,
such grace periods will not cause the Non-Lead Depositor to fail to comply with the applicable provisions of the Exchange Act)),
(iv) requirements to obtain an appraisal or appraisal update following a transfer of the Mortgage Loan to special servicing status
and periodic updates thereof, (v) duties of the Special Servicer in respect of foreclosure and the management of REO property,
(vi) special servicing, workout and liquidation fees (and, in any event, the percentage rates at which such fees accrue or are
determined on the applicable amounts shall not exceed 0.25%, 1.00% and 1.00%, respectively, subject, however, to customary market
minimum fees), (vii) requirements that, to the extent related to the Mortgage Loan, the Master Servicer or the Special Servicer,
Rating Agency Confirmations and Rating Agency Communications 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 and (viii) indemnification of the Depositor,
Master Servicer, Special Servicer, Certificate Administrator, Trustee, Operating Advisor and Asset Representations Reviewer (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) against any claims, losses, penalties, fines,
forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection
with servicing and administration of the Mortgage Loan (or, with respect to the Operating Advisor and Asset Representations Reviewer,
incurred in connection with the provision of services for the Mortgage Loan); provided, that (A) this Section 2(g) shall
not be construed to prohibit differences in timing, control or consultation triggers or thresholds, terminology, allocation of
ministerial duties between multiple servicers or other service providers or certificateholder or investor voting or consent thresholds,
or to prohibit or restrict additional approval, consent, consultation, notice or rating agency confirmation requirements; and
(B) if there is any conflict between this Section 2(g) and any other provision of this Agreement, such other provision
of this Agreement shall control. The Lead Securitization Servicing Agreement shall also contain provisions requiring the Master
Servicer or the Special Servicer, as applicable, to deliver to any Non-Lead Master Servicer, any Non-Lead Special Servicer and
any Non-Lead Trustee (i) notice of any Appraisal Reduction Event promptly following the occurrence thereof and (ii) a statement
of any Appraisal Reduction Amount or Collateral Deficiency Amount (if the Lead Securitization Servicing Agreement provides for
the calculation of any Collateral Deficiency Amount) promptly following the calculation thereof.


 


(h)          The
Lead Securitization Servicing Agreement shall also contain (i) provisions requiring the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Custodian and the Certificate Administrator (A) to deliver or make available to any such
Non-Lead Depositor, Non-Lead Trustee or Non-Lead Certificate Administrator (including any of its assignees or designees), any
and all statements, reports, certifications, records and any 


 



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other
information (in its possession or reasonably attainable) necessary in the reasonable good faith determination of such Non-Lead
Depositor to permit such Non-Lead Depositor to comply with the provisions of Regulation AB and (B) to provide each person who
signs the Sarbanes Oxley Certification (as defined in the Lead Securitization Servicing Agreement) for any Non-Lead Securitization
(individually and collectively, the “Certifying Person”), the applicable certification on which each Certifying
Person can reasonably rely, (ii) customary industry standard indemnification provisions for the failure of the applicable parties
to timely deliver (or cause to be timely delivered) the materials and notices required pursuant to clause (i) above, (iii)
provisions requiring each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian,
the Operating Advisor and the Asset Representations Reviewer to indemnify and hold harmless each Certifying Person from and against
any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs
and expenses incurred by such Certifying Person arising out of delivery of any Deficient Exchange Act Deliverable (as defined
in the Lead Securitization Servicing Agreement) by, or on behalf of, such party, and (iv) provisions that require (A) a party
to the Lead Securitization Servicing Agreement to provide a copy of any executed amendment to the Lead Securitization Servicing
Agreement to any Non-Lead Depositor and Non-Lead Certificate Administrator (which may be by email), in order for any such Non-Lead
Depositor to timely comply with its obligations under the Exchange Act and (B) a replacement Master Servicer or replacement Special
Servicer, as applicable, to provide all disclosure about itself to the Non-Lead Depositor that is required to be included in a
Form 8-K no later than the effectiveness of such replacement.


 


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 Scheduled Payments, the Balloon Payment, Liquidation
Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan, Condemnation
Proceeds, or Insurance Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the
Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the
extent permitted by the REMIC Provisions), shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes
on a Pro Rata and Pari Passu Basis; provided, that (x) all amounts for required reserves or escrows required by the Mortgage
Loan Documents (to the extent and 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 shall be applied
to the extent set forth in, and in accordance with the terms of, the Mortgage Loan Documents; and (y) all amounts that are then
due, payable or reimbursable to any Servicer with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement
and any other additional compensation payable to it thereunder (including without limitation, any additional trust fund expenses
under the Lead Securitization Servicing Agreement relating to the Mortgage Loan (but subject to the second paragraph of Section
5(d) hereof) reimbursable to, or payable by, such parties and any Special Servicing Fees, Liquidation Fees, Workout Fees,
Penalty Charges (to the extent provided in the


 



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immediately
following paragraph), but excluding (i) any P&I Advances (and interest thereon) on the Lead Securitization Note, which shall
be reimbursed in accordance with Section 2(b) hereof, and (ii) any Servicing Fees due to the Master Servicer in excess
of each Non-Lead Securitization Note’s pro rata share of that portion of such servicing fees calculated at the “primary
servicing fee rate” applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement, which such
excess shall not be subject to the allocation provisions of this Section 3) shall be payable in accordance with the Lead
Securitization Servicing Agreement.


 


For
clarification purposes, “Penalty Charges” (or analogous term as defined in the Lead Securitization Servicing Agreement)
paid on each Note shall, first, be used to reduce, on a pro rata basis, the amounts payable on each Note by the
amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances
and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second,
be used to reduce the respective amounts payable on each Note by the amount necessary to pay the Master Servicer, Trustee, any
Non-Lead Master Servicer or any Non-Lead Trustee, as applicable, for any interest accrued on any P&I Advance made with respect
to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or applicable Non-Lead Securitization
Servicing Agreement, as applicable), third, be used to reduce, on a pro rata basis, the amounts payable on each
Note by the amount necessary to pay additional trust expenses under the Lead Securitization Servicing Agreement (other than Special
Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead
Securitization Servicing Agreement) and finally, with respect to any remaining amount of Penalty Charges, (x) prior to
the securitization of the Lead Securitization Note or at any time the Mortgage Loan is not being serviced pursuant to a Securitization
Servicing Agreement, pro rata to each Note Holder and (y) following the securitization of the Lead Securitization Note,
to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization
Servicing Agreement.


 


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


 


Section
5.     Administration of the Mortgage Loan.


 


(a)          Subject
to this Agreement (including, without limitation, Section 5(c)) and the Lead Securitization Servicing Agreement and subject
to the rights and consents, where required, of the Controlling Note Holder Representative, the Lead Securitization Note Holder
(or the Master Servicer, the Special Servicer or the Trustee acting on its behalf), shall have the sole and exclusive authority
with respect to the administration of, and exercise of rights and remedies


 



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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 to consent to any action or failure to act by the Mortgage Loan Borrower or any other party to the Mortgage
Loan Documents, call or waive any Event of Default, accelerate the Mortgage Loan or institute any foreclosure action or other
remedy, and 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, no Non-Lead
Securitization Note Holder shall have any right to, and each Non-Lead Securitization Note Holder hereby presently and irrevocably
assigns and conveys to the Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting
on behalf of the Lead Securitization Note Holder) the rights, if any, that such Note Holder has from and after the closing date
of the Lead Securitization to, (i) call, or cause the Lead Securitization Note Holder to call, an Event of Default under the Mortgage
Loan, or (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 its behalf) shall not have
any fiduciary duty to any Non-Lead Securitization Note Holder in connection with the administration of the Mortgage Loan (but
the foregoing shall not relieve the Lead Securitization Note Holder from the obligation to make any disbursement of funds as set
forth herein or its obligation to follow the Servicing Standard (in the case of the Master Servicer or the Special Servicer) or
any liability for failure to do so).


 


Each
Note Holder hereby acknowledges the right and obligation of the Lead Securitization Note Holder (or the Special Servicer acting
on behalf of the Lead Securitization Note Holder), upon the Mortgage Loan becoming a Defaulted Loan, to sell the Notes together
as notes evidencing one whole loan in accordance with the terms of the Lead Securitization Servicing Agreement. In connection
with any such sale, the Special Servicer shall be required to sell the Notes together as notes evidencing one whole loan and shall
require that all offers be submitted to the Trustee in writing. Whether any cash offer constitutes a fair price for the Mortgage
Loan shall be determined by the Special Servicer (unless the offeror is an Interested Person, in which case the Trustee shall
make such determination); provided, that no offer from an Interested Person shall constitute a fair price unless (i) it
is the highest offer received and (ii) at least two bona fide other offers are received from independent third parties.
In determining whether any offer received represents a fair price for the Mortgage Loan, the Trustee or the Special Servicer,
as applicable, shall be supplied with and shall rely on the most recent Appraisal or updated Appraisal conducted in accordance
with the Lead Securitization Servicing Agreement within the preceding nine (9)-month period or, in the absence of any such Appraisal,
on a new Appraisal. The Trustee shall select the appraiser conducting any such new Appraisal. In determining whether any such
offer constitutes a fair price for the Mortgage Loan, the Trustee or the Special Servicer, as applicable, shall instruct the appraiser
to take into account (in addition to the results of any Appraisal or updated Appraisal that it may have obtained pursuant to the
Lead Securitization Servicing Agreement), as applicable, among other factors, the period and amount of any delinquency on the
affected Mortgage Loan, the occupancy level and physical condition of the related Mortgaged Property and the state of the local
economy. The Trustee may conclusively rely on the opinion of an Independent appraiser or other


 



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Independent
expert in real estate matters with at least 5 years’ experience in valuing or investing in loans similar to the Mortgage
Loan that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for the
Mortgage Loan, and that has been retained by the Trustee at the expense of the Holders in connection with making such determination.
Notwithstanding the foregoing, the Lead Securitization Note Holder (or the Special Servicer acting on its behalf) shall not be
permitted to sell the Mortgage Loan without the written consent of each Non-Controlling Note Holder unless the Special Servicer
has delivered to such Non-Controlling Note Holder: (a) at least fifteen (15) Business Days prior written notice of any decision
to attempt to sell the Mortgage Loan; (b) at least ten (10) days prior to the proposed sale date, a copy of each bid package (together
with any amendments to such bid packages) received by the Special Servicer in connection with any 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 Servicer Mortgage File requested by such Non-Controlling Note Holder; and (d) until the sale is completed, and a reasonable
period of time (but no less time than is afforded to other offerors and the Lead Securitization Directing Holder or the Controlling
Holder, as applicable, 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. Subject to the foregoing, each Note Holder or its Note Holder Representative shall be permitted to submit an offer at any
sale of the Mortgage Loan unless such Person is the Mortgage Loan Borrower or an agent or Affiliate of the Mortgage Loan Borrower.


 


Each
Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) hereby appoints the Lead Securitization
Note Holder as its agent, and grants to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest,
and its proxy, for the purpose of soliciting and accepting offers for and consummating the sale of its Note. Each Note Holder
(to the extent it is not the same entity as the Lead Securitization Note Holder) further agrees that, upon the request of the
Lead Securitization Note Holder, such Note Holder shall execute and deliver to or at the direction of Lead Securitization Note
Holder such powers of attorney or other instruments as the Lead Securitization Note Holder may reasonably request to better assure
and evidence the foregoing appointment and grant, in each case promptly following request, and shall deliver any related original
documentation evidencing its Note (endorsed in blank, if necessary) 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 any Non-Lead Securitization Note, and the obligations of any other Note
Holder to execute and deliver instruments or deliver the related Note upon request of the Lead Securitization Note Holder, shall
terminate and cease to be of any further force or effect upon the date, if any, upon which the Lead Securitization Note is repurchased
by the holder of such Lead Securitization Note that sold such Lead Securitization Note into such Securitization from the trust
fund established under the Lead Securitization Servicing Agreement in connection with a material breach of representation or warranty
made by such Person with respect to the Lead Securitization Note or material document defect with respect to the documents delivered
by such Person with respect to the Lead Securitization Note upon the consummation of the Lead Securitization. The preceding sentence
shall not be construed to grant to any Non-Lead Securitization Note Holder the benefit of any representation or warranty made
by the holder of the Lead Securitization Note that sold


 



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


 


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


 


(c)          Notwithstanding
the foregoing, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall
be required (i) to provide copies of any notice, information and report that it is required to provide to the Lead Securitization
Directing Holder pursuant to the Lead Securitization Servicing Agreement with respect to any Major Decisions or the implementation
of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, to each Non-Controlling Note Holder
(or its Note Holder Representative), within the same time frame it is required to provide to the Lead Securitization Directing
Holder (for purposes of this clause (i), without regard to whether such items are actually required to be provided to the
Lead Securitization Directing Holder under the Lead Securitization Servicing Agreement due to the occurrence of a Control Termination
Event or a Consultation Termination Event) and (ii) to consult with each Non-Controlling Note Holder (or its Non-Controlling Note
Holder Representative) on a strictly non-binding basis, to the extent having received such notices, information and reports, such
Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) requests consultation with respect to any such
Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan,
and consider alternative actions recommended by such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative);
provided that after the expiration of a period of ten (10) Business Days from the delivery to such Non-Controlling Note
Holder (or its Non-Controlling Note Holder Representative) by the Lead Securitization Note Holder (or the Master Servicer or the
Special Servicer acting on its behalf) of written notice of a proposed action, together with copies of the notice, information
and report


 



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required
to be provided to the Lead Securitization Directing Holder, the Lead Securitization Note Holder (or the Master Servicer or the
Special Servicer acting on its behalf) shall no longer be obligated to consult with such Non-Controlling Note Holder (or its Non-Controlling
Note Holder Representative), whether or not such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative)
has responded within such ten (10) Business Day period (unless, the Lead Securitization Note Holder (or the Master Servicer or
the Special Servicer acting on its behalf) proposes a new course of action that is materially different from the action previously
proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from the date of such proposal and delivery
of all information relating thereto). Notwithstanding the consultation rights of each Non-Controlling Note Holder (or its Non-Controlling
Note Holder Representative) set forth in the immediately preceding sentence, the Lead Securitization Note Holder (or Master Servicer
or Special Servicer, acting on its behalf) may make any Major Decision or take any action set forth in the Asset Status Report
before the expiration of the aforementioned ten (10) Business Day period if the Lead Securitization Note Holder (or Master Servicer
or Special Servicer, as applicable) determines that immediate action with respect thereto is necessary to protect the interests
of the Note Holders. In no event shall the Lead Securitization Note Holder (or Master Servicer or Special Servicer, acting on
its behalf) be obligated at any time to follow or take any alternative actions recommended by a Non-Controlling Note Holder (or
its Non-Controlling Note Holder Representative).


 


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


 


(d)          If
any Note is included as an asset of a 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
the pro rata share of each Note Holder therein shall at all times qualify as “foreclosure property” within
the meaning of Section 860G(a)(8) of the Code and (iii) no Servicer may modify, waive or amend any provision of the Mortgage Loan,
consent to or withhold consent from any action of the Mortgage Loan Borrower, or exercise or refrain from exercising any powers
or rights which the Note Holders may have under the Mortgage Loan Documents, if any such action would constitute a “significant
modification” of the Mortgage Loan, within the meaning of Section 1.860G-2(b) of the regulations of the United States Department
of the Treasury, more than three (3) months after the startup day of the REMIC which includes the Notes (or any portion thereof),
or would otherwise violate any REMIC Provisions applicable to a REMIC that holds any Note (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. All costs and expenses of compliance with this Section
5(d), to the extent that such costs and 


 



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expenses
relate to administration of a REMIC or to any determination respecting the amount, payment or avoidance of any tax under the REMIC
Provisions or the actual payment of any REMIC tax or expense, shall be borne by each Note Holder solely with respect to the REMIC
trust that includes its own Note. Without limiting the generality of the foregoing, one Note Holder (the “Uninvolved
Note Holder”) shall not be required to reimburse any other Note Holder or any other Person for payment of the following
items related to any REMIC that does not or did not include the Uninvolved Note Holder’s Note: (i) any taxes imposed on
any such REMIC, (ii) any costs or expenses relating to the administration of any such REMIC or to any determination respecting
the amount, payment or avoidance of any tax under any 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 Uninvolved Note Holder be
reduced to offset or make-up any such payment or deficit.


 


Section
6.     Rights of the Controlling Note Holder.


 


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


 


Neither
the Controlling Note Holder Representative nor the Controlling Note Holder will have any liability to any other Note Holder or
any other Person for any action taken, or for refraining from the taking of any action or the giving of any consent or the failure
to give


 



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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 or its breach of this Agreement. The Note
Holders agree that the Controlling Note Holder Representative and the Controlling Note Holder (whether acting in place of the
Controlling Note Holder Representative when no Controlling Note Holder Representative shall have been appointed hereunder or otherwise
exercising any right, power or privilege granted to the Controlling Note Holder hereunder) may take or refrain from taking actions,
or give or refrain from giving consents, that favor the interests of one Note Holder over any other Note Holder, and that the
Controlling Note Holder Representative and the Controlling Note Holder may have special relationships and interests that conflict
with the interests of another Note Holder and, absent willful misfeasance, bad faith or gross negligence or a breach of this Agreement
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, or to have breached
this Agreement 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.


 


Each
Non-Controlling Note Holder shall provide notice of its identity and contact information (including any change thereof) to the
Trustee, Certificate Administrator, the Master Servicer and the Special Servicer under the Lead Securitization; provided,
that each Initial Note Holder shall be deemed to have provided such notice on the date hereof. The Trustee, Certificate Administrator,
the Master Servicer and the Special Servicer under the Lead Securitization shall be entitled to conclusively rely on such identity
and contact information received by it and shall not be liable in respect of any deliveries hereunder sent in reliance thereon.


 


Each
Non-Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its
rights and obligations with respect to the Mortgage Loan (with respect to such Note Holder, the “Non-Controlling Note
Holder Representative”). All of the provisions relating to the Controlling Note Holder and the Controlling Note Holder
Representative set forth in the first paragraph of this Section 6(a) (except those contained in the last sentence
thereof) and the second paragraph of this Section 6(a) shall apply to each Non-Controlling Note Holder and its Non-Controlling
Note Holder Representative mutatis mutandis. The Non-Controlling Note Holder Representative, as of the date of this Agreement
and until the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer) is notified otherwise, shall
be with respect to each Non-Controlling Note, the related Initial Note Holder, provided that at any time a Non-Controlling
Note is included in a Securitization, references to the “Non-Controlling Note Holder” herein shall mean the related
“Directing Certificateholder”, “Directing Holder” or “Controlling Class Representative” (or
analogous term) under the applicable Non-Lead Securitization Servicing Agreement or any other party assigned the rights to exercise
the rights of the related “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


 



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Securitization
Note Holder (and the Master Servicer and the Special Servicer) has been given written notice.


 


For
so long as the Controlling Note is included in the Lead Securitization, the “Directing Certificateholder” under the
Lead Securitization Servicing Agreement (or any other party designated under the Lead Securitization Servicing Agreement to exercise
the rights of the Controlling Note Holder hereunder) shall be the Controlling Note Holder Representative.


 


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


 


No
objection, direction, consent or advice in connection with the exercise of such rights and powers 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.


 


Section
7.     Appointment of Special Servicer. The Controlling Note Holder (or its Controlling Note Holder
Representative) shall have the right (subject to the terms, conditions and limitations in the Lead Securitization Servicing Agreement)
at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage
Loan and appoint a replacement Special Servicer in lieu thereof. Any designation by the Controlling Note Holder (or its Controlling
Note Holder Representative) of a Person to serve as Special Servicer shall be made by delivering to each other Note Holder, the
Master Servicer, the Special Servicer and each other party 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 this Agreement (including, without limitation, a Rating Agency Communication or a Rating Agency Confirmation, but only if
required by the terms of the Lead Securitization Servicing Agreement) and delivering to each Non-Controlling Note Holder a Rating
Agency Confirmation with respect to any related rated securities issued and outstanding under the related Securitization, if applicable.
The Controlling Note Holder shall be solely responsible for any expenses incurred in connection with any such replacement without
cause. The Controlling Note Holder shall notify the other parties hereto of its termination of the then currently serving Special
Servicer and its appointment of a replacement Special Servicer in accordance with this Section 7. If the Controlling Note
Holder has not appointed a Special Servicer with respect to the Mortgage Loan as of the consummation of the securitization under
the Lead Securitization Servicing Agreement, then the initial Special Servicer designated in the Lead Securitization Servicing
Agreement shall serve as the initial Special Servicer but this shall not limit the right of the Controlling Note Holder (or its
Controlling Note Holder Representative) to designate a replacement Special Servicer for the Mortgage Loan as aforesaid. If a Servicer
Termination Event on the part of the Special Servicer


 



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has
occurred that affects any 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) solely with respect to the Mortgage Loan pursuant to and in accordance with the terms of the Lead Securitization
Servicing Agreement (or at any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing
Agreement, the successor servicing agreement pursuant to which the Mortgage Loan is being serviced). Each Note Holder acknowledges
and agrees that any successor special servicer appointed to replace the Special Servicer with respect to the Mortgage Loan that
was terminated for cause at a 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. Each Non-Controlling Note
Holder shall be solely responsible for reimbursing the Trustee’s or the Controlling Note Holder’s, as applicable,
costs and expenses, if not paid within a reasonable time by the terminated special servicer and, in the case of the Trustee, that
would otherwise be reimbursed to the Trustee from amounts on deposit in the Collection Account or Companion Distribution Account.


 


Section
8.     Payment Procedure.


 


(a)          The
Lead Securitization Note Holder (or the Master Servicer acting on its behalf), in accordance with the priorities set forth in
Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited
all payments allocable to the Notes to the Collection Account and/or related Companion Distribution Account, as applicable, pursuant
to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer
acting on its behalf) shall deposit such payments to the applicable account within one (1) Business Day of receipt of properly
identified funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the
Mortgage Loan Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any
given Business Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable
account within one (1) Business Day of receipt of such payments but, in any event, the Master Servicer is required to deposit
such payments into the applicable account within two (2) Business Days of receipt of such payments).


 


(b)          If
the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) determines, or a court of competent jurisdiction
orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy,
fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to any Note Holder or any
Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, (i) the Lead Securitization
Note Holder (or the Master Servicer acting on its behalf) shall not be required to distribute any portion thereof to any Non-Lead
Securitization Note Holder, and (ii) each Non-Lead Securitization Note Holder or the Master Servicer acting on its behalf shall
promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder (or the Master Servicer
acting on its behalf) any portion thereof that the Lead Securitization Note Holder (or the Master Servicer acting on its 


 



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behalf)
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 (or the Master Servicer acting on its behalf) shall have been required to pay to any
Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto.


 


(c)          If,
for any reason, the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) makes any payment to any Non-Lead
Securitization Note Holder before the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) 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 (or the Master Servicer acting on its behalf) 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 Securitization Note Holder’s (or the Master Servicer acting on its behalf) request, promptly return that payment
to the Lead Securitization Note Holder (or the Master Servicer acting on its behalf).


 


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


 


Section
9.     Limitation on Liability of the Note Holders. No Note Holder shall have any liability to
any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful
misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any of the foregoing
to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing Standard)
set forth in the related Securitization Servicing Agreement.


 


The
Note Holders acknowledge that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the
Trustee on its behalf) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Note
Holder (including any Servicer and the Trustee on its behalf) 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 on its
behalf) shall have no liability whatsoever to any Non-Lead Securitization Note Holder in connection with the Lead Securitization
Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than
as described above; provided, that each Servicer must act in accordance with the Servicing Standard and the terms of this
Agreement.


 






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Section
10.     Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees
that only the Lead Securitization Note Holder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce,
petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any
other Person to invoke an Insolvency Proceeding with respect to or against the 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 Non-Lead Securitization Note Holder,
can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take
any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding.
The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization Note
Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights
and taking any and all actions available to any Non-Lead Securitization Note Holder in connection with any case by or against
the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the
right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy
Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the
Mortgage Loan. The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, each Non-Lead Securitization
Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances
and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing
appointment and grant. All actions taken by any Servicer in connection with any Insolvency Proceeding are subject to and must
be in accordance with the Servicing Standard and the terms of this Agreement.


 


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


 



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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 such 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.


 


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


 


Section
14.     Sale of the Notes.


 


(a)          Each
Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise
dispose of all or any portion of its respective Note (or a participation interest in such Note) (a “Transfer”)
except to a Qualified Institutional Lender in accordance with the terms of this Agreement; provided, however, that
with respect to any transfer of the Controlling Note into a securitization (for the avoidance of doubt, for the purposes of this
section “securitization” does not include any CDO) in reliance on clause (b), clause (c)(iii)(1) or
clause (c)(iii)(2) of the definition of Qualified Institutional Lender, the special servicer and related servicing arrangements
shall satisfy the requirements of clause (c)(iii)(2) of such definition regardless which of such three clauses is relied
upon for such transfer. Promptly after any such Transfer, any non-transferring Note Holders shall be provided with (x) a representation
from each transferee or the transferring Note Holder certifying that such transferee is a Qualified Institutional Lender (except
in the case of a Transfer in accordance with the immediately following sentence or a Transfer by a Note Holder to an entity that
constitutes a Qualified Institutional Lender pursuant to clause (c)(iii) of the definition thereof) and (y) a copy of the
assignment and assumption agreement referred to in Section 15 (unless the transferee is a Securitization Trust and the
related pooling and servicing agreement requires the parties thereto to comply with this Agreement). If a Note Holder intends
to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first
(a) obtain the consent of each non-transferring Note Holder and (b) if any such non-transferring Note Holder’s


 



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Note
is held in a Securitization Trust, as and to the extent required by the applicable Securitization Servicing Agreement, deliver
a Rating Agency Communication (if a Rating Agency Confirmation is not required thereunder) to, or obtain a Rating Agency Confirmation
from, each of the applicable engaged Rating Agencies for such Securitization Trust. Notwithstanding the foregoing, without each
non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if any non-transferring Note
Holder’s Note is held in a Securitization Trust, without a Rating Agency Confirmation from, or Rating Agency Communication
to, as applicable, each engaged Rating Agency for such Securitization Trust, no Note Holder shall Transfer all or any portion
of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party
and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. The transferring
Note Holder agrees that it shall pay the expenses of any non-transferring Note Holder (including all expenses of the Master Servicer,
the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses
relating to any Rating Agency Confirmation or Rating Agency Communication 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 or of any
other Person or having to provide any Rating Agency Confirmation or Rating Agency Communication, to Transfer 49% or less (in the
aggregate) of its beneficial interest in a Note, other than to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related
Party. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of the Lead Securitization Note
together with all of the Non-Lead Securitization Notes, in accordance with the terms and conditions of the Lead Securitization
Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization
Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan, to a single
member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through
one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.


 


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


 


(c)          Notwithstanding
any other provision hereof, any Note Holder may pledge (a “Pledge”) its Note to any entity (other than the
Mortgage Loan Borrower or any Affiliate thereof) which has extended a credit or repurchase facility to such Note Holder and that
is either a Qualified Institutional Lender or a financial institution whose long-term unsecured debt is rated at least “A”
(or the equivalent) or better by each applicable Rating Agency (or, if not rated by an applicable Rating Agency, an equivalent
(or higher) rating from any two of Fitch, Moody’s and S&P) (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,


 



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


 






    -38-


     


    

 


(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 (or sells, transfers or assigns as part of a repurchase facility) its interest in its Note to the Conduit
as collateral for the Conduit Inventory Loan;


 


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


 


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


 


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


 


In
connection with any Transfer of a Note (but excluding any Pledgee unless and until it realizes on its Pledge), a transferee shall
execute an assignment and assumption agreement (unless the transferee is a Securitization Trust and the related pooling
and servicing agreement requires the parties thereto to comply with this Agreement), whereby such transferee assumes all of the
obligations of the applicable Note Holder hereunder with respect to such Note


 



    -39-


     


    

 


thereafter
accruing and agrees to be bound by the terms of this Agreement, including the applicable restriction on Transfers set forth in
Section 14, from and after the date of such assignment. No transfer of a Note may be made unless it is registered on the
Note Register, and the Agent shall not recognize any attempted or purported transfer of any Note in violation of the provisions
of Section 14 and this Section 15. Any such purported transfer shall be absolutely null and void and shall vest
no rights in the purported transferee. Each Note Holder desiring to effect such transfer shall, and does hereby agree to, indemnify
the Agent and each other Note Holder against any liability that may result if the transfer is not made in accordance with the
provisions of this Agreement.


 


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


 


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


 


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


 


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


 






    -40-


     


    

 


(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 obtaining a Rating Agency Confirmation from each Rating
Agency then rating securities of any Securitization; provided that no such Rating Agency Confirmation shall be required
in connection with a modification (i) to cure any ambiguity, to correct or supplement any provisions herein that may be defective
or inconsistent with any other provisions herein or with the Lead Securitization Servicing Agreement, or (ii) with respect to
matters or questions arising under this Agreement, to make provisions of this Agreement consistent with other provisions of this
Agreement (including, without limitation, in connection with the creation of New Notes pursuant to Section 33).


 


Section
19.     Statement of Intent. It is neither the purpose nor the intent of this Agreement to create
a partnership, joint venture, “taxable mortgage pool” or association taxable as a corporation among the parties.


 


Section
20.     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 and Special Servicer and any Non-Lead Master
Servicer, Non-Lead Special Servicer or Non-Lead Trustee, none of the provisions of this Agreement shall be for the benefit of
or enforceable by any Person not a party hereto. Subject to Section 14 and Section 15, each Note Holder may assign
or delegate its rights or obligations under this Agreement. Upon any such assignment, the assignee shall be entitled to all rights
and benefits of the applicable Note Holder hereunder. For the avoidance of doubt, the representations in Section 11 shall
not be binding upon any Securitization Trust.


 


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


 


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


 


Section
23.     Severability. Wherever possible, each provision of this Agreement shall be interpreted
in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by
or invalid under applicable laws, such provision 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.


 






    -41-


     


    

 


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


 


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


 


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


 


(c)          Each
Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) represents (for the benefit of the
Mortgage Loan Borrower) that it is not a Non-Exempt Person and that neither the Lead Securitization Note Holder nor the Mortgage
Loan Borrower is obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise
pursuant to this Agreement. Contemporaneously with the execution of this Agreement and from time to time as necessary during the
term of this Agreement, each Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) shall
deliver to the Lead Securitization Note Holder or Servicer, as applicable, evidence satisfactory to the Lead Securitization Note
Holder substantiating that such Note Holder is not a Non-Exempt Person and that the Lead Securitization Note Holder is not obligated
under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise under this Agreement.
Without limiting the effect of the foregoing, (i) if a Note


 



    -42-


     


    

 


Holder
is created or organized under the laws of the United States, any state thereof or the District of Columbia, it shall satisfy the
requirements of the preceding sentence by furnishing to the Lead Securitization Note Holder an Internal Revenue Service Form W-9
and (ii) if a Note Holder is not created or organized under the laws of the United States, any state thereof or the District of
Columbia, and if the payment of interest or other amounts by the Mortgage Loan Borrower is treated for United States income tax
purposes as derived in whole or part from sources within the United States, such Note Holder shall satisfy the requirements of
the preceding sentence by furnishing to the Lead Securitization Note Holder Internal Revenue Service Form W-8ECI, Form W-8IMY
(with appropriate attachments), Form W-8BEN or Form W-8BEN-E, or successor forms, as may be required from time to time, duly executed
by such Note Holder, as evidence of such Note Holder’s exemption from the withholding of United States tax with respect
thereto. The Lead Securitization Note Holder shall not be obligated to make any payment hereunder with respect to any Non-Lead
Securitization Note or otherwise until the holder of such Note shall have furnished to the Lead Securitization Note Holder requested
forms, certificates, statements or documents.


 


Section
26.     Custody of Mortgage Loan Documents. Prior to the Lead Securitization Date originals of
all of the Mortgage Loan Documents (other than the Notes) will be held by the Initial Agent or a duly appointed custodian of the
Initial Agent on behalf of the registered holders of the Notes. Each Note will be held by its respective Note Holder or a duly
appointed custodian of such Note Holder. If the Lead Securitization is not also the Note A-1-1 Securitization, then on and after
the Lead Securitization Date the originals of all of the Mortgage Loan Documents (other than Note A-1-1 and any other Notes not
included in such Lead Securitization) shall be held in the name of the trustee (and held by a duly appointed custodian therefor)
under the Lead Securitization Servicing Agreement on behalf of the registered holders of the Notes. On and after the closing date
of the Note A-1-1 Securitization, the originals of all of the Mortgage Loan Documents (other than Notes not included in the Note
A-1-1 Securitization) shall be transferred to and held in the name of the trustee (and held by a duly appointed custodian therefor)
under the Lead Securitization Servicing Agreement, on behalf of the registered holders of the Notes.


 


Section
27.     Cooperation in Securitization.


 


(a)          Each
Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization. In connection
with a Securitization and subject to the terms of the preceding sentence, at the request of the related Securitizing Note Holder,
each related Non-Securitizing Note Holder shall use reasonable efforts, at such Securitizing Note Holder’s expense, to satisfy,
and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards
to which such Securitizing Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating
Agencies in connection with such Securitization, including, entering into (or consenting to, as applicable) any modifications
to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing 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 such Securitization; provided, that no Non-Securitizing Note Holder shall be required
to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as 


 



    -43-


     


    

 


applicable)
in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments
due to or priority of such payments to, such Non-Securitizing Note Holder or (ii) materially increase such Non-Securitizing Note
Holder’s obligations or materially decrease such Non-Securitizing Note Holder’s rights, remedies or protections. In
connection with any Securitization, each related Non-Securitizing Note Holder shall provide for inclusion in any disclosure document
relating to such Securitization such information concerning such Non-Securitizing Note Holder and its Note as the related Securitizing
Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing Note Holder shall, at the Securitizing
Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder in
connection with such Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder (without
any obligation to make additional representations and warranties) to enable the Securitizing Note Holder to make all necessary
certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage
Loan and such Securitization), as well as in connection with all other matters and the preparation of any offering documents thereof
and to review and respond reasonably promptly with respect to any information relating to such Non-Securitizing Note Holder and
its Note in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization, the information
provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note Holder may be incorporated into
the offering documents for such Securitization. Each Securitizing Note Holder and each Rating Agency shall be entitled to rely
on the information supplied by, or on behalf of, each Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably
cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing
Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure materials
in connection with a Securitization.


 


Upon
request, each Securitizing Note Holder shall deliver to each related Non-Securitizing Note Holder drafts of the preliminary and
final offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and
servicing agreement for the Securitization of such Securitizing Note Holder’s Note and provide reasonable opportunity to
review and comment on such documents.


 


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


 






    -44-


     


    

 


Section
30.     Certain Matters Affecting the Agent.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section
31.     Reserved.


 


Section
32.    Resignation or Termination of Agent. The Agent may resign at any time on ten (10) days’
prior notice, so long as a successor Agent, reasonably satisfactory to the Note Holders (it being agreed that a Servicer, the
Trustee or a Certificate Administrator in a Securitization is satisfactory to the Note Holders), has agreed to be bound by this
Agreement and perform the duties of the Agent hereunder. BANA, 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 BANA
without any further notice or other action. The termination or resignation of such Master Servicer, as Master Servicer under the
Lead Securitization Servicing Agreement, shall be deemed a termination or resignation of such Master Servicer as Agent under this
Agreement, and any successor master servicer shall be deemed to have been automatically appointed as the successor Agent under
this Agreement in place thereof without any further notice or other action.


 






    -45-


     


    

 


Section
33.     Resizing. Notwithstanding any other provision of this Agreement, for so long as a Note
Holder, or an affiliate of a Note Holder (each a “Resizing Holder”) is the owner of any Non-Lead Securitization
Note (each an “Owned Note”), and such Owned Note is not 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 each case, as applicable, “New Notes”) reallocating the principal of an Owned
Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate principal
amount equal to the then outstanding principal balance of such 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 such Owned Note prior to
such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments,
(iii) all Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically
subject to the terms of this Agreement, (iv) the Resizing 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 (which may be by email)
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 holding the New Notes (and any subsequent
holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified.
Except for the foregoing reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed
in Section 5), no Note may be modified or amended without the consent of its holder and the consent of the holder of each
other Note. In connection with the foregoing (provided the conditions set forth in clauses (i) through (v) above
are satisfied, and, with respect to clauses (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 and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose of reflecting
such reallocation of principal and that each New Note shall be a “Note” hereunder and for the purpose of adding and
modifying any definitions related thereto. If more than one New Note is created hereunder, for purposes of exercising the rights
of a Controlling Note Holder or Non-Controlling Note Holder hereunder, the “Controlling Note Holder” or “Non-Controlling
Note Holder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the
Controlling Note Holder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling
Note hereunder.


 


[SIGNATURE
PAGE FOLLOWS]


 




    -46-


     


    

 


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


 





	 	BANK
                    OF AMERICA, N.A.,

                    as
                    Initial Note A-1-1 Holder

	 	 	 
	 	By:	/s/ Steven Wasser
	 	 	Name:    Steven Wasser
	 	 	Title:      Managing Director



 


	 	BANK
                    OF AMERICA, N.A.,

                    as
                    Initial Note A-1-2 Holder

	 	 	 
	 	By:	/s/ Steven Wasser
	 	 	Name:    Steven Wasser
	 	 	Title:      Managing Director


 


Griffin
Portfolio Agreement Between Note Holders


 




    


     


    

 


	 	KEYBANK
                    NATIONAL ASSOCIATION, 

                    as
                    Initial Note A-2-1 Holder

	 	 	 
	 	By:	/s/ Mary Ann Gripka
	 	 	Name:    Mary Ann Gripka
	 	 	Title:      Vice President


 


	 	


KEYBANK
NATIONAL ASSOCIATION,

as
Initial Note A-2-2 Holder






	 	 	 
	 	By:	/s/ Mary Ann Gripka
	 	 	Name:    Mary Ann Gripka
	 	 	Title:      Vice President


 


	 	KEYBANK
                    NATIONAL ASSOCIATION,

                    as
                    Initial Note A-2-3 Holder

	 	 	 
	 	By:	/s/ Mary Ann Gripka
	 	 	Name:    Mary Ann Gripka
	 	 	Title:      Vice President


 


Griffin
Portfolio Agreement Between Note Holders


 






    


     


    

 


EXHIBIT
A



MORTGAGE LOAN SCHEDULE


 


Description
of Mortgage Loan


 


	Mortgage
    Loan Borrower(s):	Griffin
                                         (Las Vegas Buffalo) Essential Asset REIT II, LLC, a Delaware limited liability company

         

        Griffin
        (DeKalb) Essential Asset REIT II, LLC, a Delaware limited liability company

         

        Griffin
        (Etna) Essential Asset REIT II, LLC, a Delaware limited liability company

         

        Griffin
        (Birmingham) Essential Asset REIT II, LLC, a Delaware limited liability company

         

	Date
    of Mortgage Loan:	April
    27, 2018
	Date
    of the Notes:	April
    27, 2018
	Aggregate
    Original Principal Amount of Mortgage Loan:	$250,000,000
	Original
    Principal Amount of each Note:	As
    set forth in table below.
	Location
    of Mortgaged Properties:	As
    set forth in table below.
	Maturity
    Date:	May
    1, 2028


 






    A-1


     


    

 


Original
Principal Amounts of each Note


 


	Note
	 	Original
                                         Principal Amount
	 	Applicable
                                         Lender

	“Note
    A-1-1”	 	$
    80,000,000.00	 	BANA
	“Note
    A-1-2”	 	$
    45,000,000.00	 	BANA
	“Note
    A-2-1”	 	$
    60,000,000.00	 	KeyBank
	“Note
    A-2-2”	 	$
    45,000,000.00	 	KeyBank
	“Note
    A-2-3”	 	$
    20,000,000.00	 	KeyBank


 






    A-2


     


    

 


Locations
of Mortgaged Properties


 


	Borrowers	Organizational

    Identification Numbers:	Property
    Address
	Griffin
    (Las Vegas Buffalo) Essential Asset REIT II, LLC	6136365	6355
    S. Buffalo Drive, Las Vegas, Clark County, Nevada
	Griffin
    (DeKalb) Essential Asset REIT II, LLC	5863715	1650
    Macom Drive, DeKalb, DeKalb County, Illinois
	Griffin
    (Etna) Essential Asset REIT II, LLC	5863714	11999
    National Road, Pataskala, Licking County, Ohio
	Griffin
    (Birmingham) Essential Asset REIT II, LLC	6223701	3525
                                         Colonnade Parkway, Birmingham, Jefferson County, Alabama

         

        3535
        Colonnade Parkway, Birmingham, Jefferson County, Alabama






 






    A-3


     


    

 


EXHIBIT
B


 


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



 


Prior
to Securitization of such Note:


 


Bank
of America, N.A.

214 North Tryon St., 15th Floor

NC1-027-15-01

Charlotte, North Carolina 28255

Attention: Steven Wasser

Facsimile No.: (704) 602-3726


 


 and




 


Bank
of America Corporation

NC1-027-18-05

214 North Tryon Street, 18th Floor

Charlotte, North Carolina 28255

Attention: W. Todd Stillerman, Esq.

Facsimile No.: (404) 736-2127


 


Following
the closing date of the Note A-1-1 Securitization or Note A-1-2 Securitization, as applicable, the applicable notice addresses
set forth in the Securitization Servicing Agreement governing such Securitization.


 


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



 


Prior
to Securitization of such Note:


 


KeyBank
National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Joe DeRoy

Facsimile No.: (877) 379-1625


 


with
a copy to:



Polsinelli PC

900 W. 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Casandra Carpenter

Facsimile No.: (816) 572-5032


 






    B-1


     


    

 


Following
the Note 2-1 Securitization, Note A-2-2 Securitization or Note A-2-3 Securitization, as applicable, the applicable notice addresses
set forth in the Securitization Servicing Agreement governing such Securitization.


 




    B-2


     


    

 


EXHIBIT
C

PERMITTED FUND MANAGERS


 


		1.	Alliance
                                         Bernstein






		2.	Annaly
                                         Capital Management






		3.	Apollo
                                         Real Estate Advisors






		4.	Archon
                                         Capital, L.P.






		5.	AREA
                                         Property Partners






		6.	Artemis
                                         Real Estate Partners






		7.	BlackRock,
                                         Inc.






		8.	Capital
                                         Trust, Inc.






		9.	Clarion
                                         Partners






		10.	Colony
                                         Capital, LLC / Colony Financial, Inc.






		11.	CreXus
                                         Investment Corporation/Annaly Capital Management






		12.	DLJ
                                         Real Estate Capital Partners






		13.	Dune
                                         Real Estate Partners






		14.	Eightfold
                                         Real Estate Capital, L.P.






		15.	Five
                                         Mile Capital Partners






		16.	Fortress
                                         Investment Group, LLC






		17.	Garrison
                                         Investment Group






		18.	Goldman,
                                         Sachs & Co.






		19.	H/2
                                         Capital Partners LLC






		20.	Hudson
                                         Advisors






		21.	Investcorp
                                         International






		22.	iStar
                                         Financial Inc.






		23.	J.P.
                                         Morgan Investment Management Inc.






		24.	JER
                                         Partners






		25.	KKR
                                         Real Estate Manager Finance LLC






		26.	Lend-Lease
                                         Real Estate Investments






		27.	Libermax
                                         Capital LLC






		28.	LoanCore
                                         Capital






		29.	Lone
                                         Star Funds






		30.	Lowe
                                         Enterprises






		31.	Normandy
                                         Real Estate Partners






		32.	One
                                         William Street Capital Management, L.P.






		33.	Och-Ziff
                                         Capital Management Group/ OZ Management, L.P./ OZ Management II., L.P.






		34.	Praedium
                                         Group






		35.	Raith
                                         Capital Partners, LLC






		36.	Rialto
                                         Capital Management, LLC






		37.	Rialto
                                         Capital Advisors LLC






		38.	Rimrock
                                         Capital Management LLC






		39.	Rockpoint
                                         Group






		40.	Rockwood






		41.	RREEF
                                         Funds






		42.	Square
                                         Mile Capital Management






		43.	Starwood
                                         Capital Group/Starwood Financial Trust






		44.	The
                                         Blackstone Group






		45.	The
                                         Carlyle Group






		46.	Torchlight
                                         Investors






		47.	Walton
                                         Street Capital, L.L.C.






		48.	Westbrook
                                         Partners






		49.	WestRiver
                                         Capital






		50.	Wheelock
                                         Street Capital






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








 






    C-1