Exhibit 4.5


 


EXECUTION VERSION


 


AMENDED AND RESTATED AGREEMENT AMONG NOTEHOLDERS


 


Dated as of March 25, 2019



by and among


 


UBS AG, BY AND THROUGH ITS BRANCH OFFICE
AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK

(Note A-1 Holder, Note A-2-1 Holder, Note A-2-2 Holder, Note A-2-3 Holder, Note A-3 Holder, Note A-4 Holder, Note A-5 Holder,
Note A-6 Holder, Note A-7 Holder and Note A-8 Holder),


 


THE LINCOLN NATIONAL LIFE INSURANCE
COMPANY


(Note B-1 Holder),


 


ATHENE ANNUITY & LIFE ASSURANCE
COMPANY


(Note B-2 Holder, Note B-5 Holder and Note
B-6 Holder),


 


ATHENE ANNUITY AND LIFE COMPANY

(Note B-3 Holder),


 


AMERICAN EQUITY INVESTMENT LIFE INSURANCE
COMPANY


(Note B-4 Holder)


 


and


 


NONGHYUP BANK AS TRUSTEE FOR UP GLOBAL
PRIVATE REAL ESTATE FUND V


(Note C Holder)


 


COLONNADE OFFICE COMPLEX


 




     


     


    

 


TABLE OF CONTENTS


 


Page


 




	Section 1   	Definitions	2
	Section 2   	Servicing	28
	Section 3  	Subordination of Junior Notes; Payments Prior to a Sequential Pay Event	35
	Section 4   	Payments Following a Sequential Pay Event	37
	Section 5   	Administration of the Mortgage Loan	41
	Section 6   	Appointment of Operating Advisor	49
	Section 7   	Special Servicer	50
	Section 8   	Payment Procedure	52
	Section 9   	Limitation on Liability of the Noteholders	53
	Section 10   	Bankruptcy	54
	Section 11   	Cure Rights of the Controlling Noteholder	54
	Section 12   	Purchase of the Senior Notes By the Junior Noteholders	57
	Section 13   	Representations of the Junior Noteholders	58
	Section 14   	Representations of the Senior Noteholders	59
	Section 15   	Independent Analysis of the Junior Noteholders and the Senior Noteholders	59
	Section 16   	No Creation of a Partnership	60
	Section 17   	Not a Security	60
	Section 18  	Other Business Activities of the Noteholders	60
	Section 19   	Sale of the Notes	61
	Section 20   	Registration of Transfer	66
	Section 21   	Registration of the Notes	66
	Section 22   	No Pledge	67
	Section 23   	Cooperation in Securitization	67
	Section 24   	Governing Law; Waiver of Jury Trial	68
	Section 25   	Submission To Jurisdiction; Waivers	69
	Section 26   	Modifications	69
	Section 27   	Successors and Assigns; Third Party Beneficiaries	70
	Section 28   	Counterparts; Facsimile Execution	70
	Section 29   	Captions	70
	Section 30   	Severability	71
	Section 31   	Entire Agreement	71
	Section 32   	Withholding Taxes	71
	Section 33   	Custody of Mortgage Loan Documents	72
	Section 34   	Servicing of the Loan After the Securitization Date	72
	Section 35   	Notices	73
	Section 36   	Broker	73
	Section 37   	Certain Matters Affecting the Agent	73
	Section 38   	Termination of Agent	74
	Section 39   	Resizing	74





 






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THIS AMENDED AND RESTATED
AGREEMENT AMONG NOTEHOLDERS (with the exhibits and schedules hereto and all amendments and modifications hereof and supplements
hereto, this “Agreement”), dated as of March 25, 2019 by and among UBS AG, by and through its branch office
at 1285 Avenue of the Americas, New York, New York (“UBS AG, New York Branch,” together with its successors
and assigns in interest, in its capacity as the owner of Note A-1 (as defined herein), the “Note A-1 Holder”),
UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS AG, New York Branch,”
together with its successors and assigns in interest, in its capacity as the owner of Note A-2-1 (as defined herein), the
“Note A-2-1 Holder”), UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York,
New York (“UBS AG, New York Branch,” together with its successors and assigns in interest, in its capacity as
the owner of Note A-2-2 (as defined herein), the “Note A-2-2 Holder”), UBS AG, by and through its
branch office at 1285 Avenue of the Americas, New York, New York (“UBS AG, New York Branch,” together with its
successors and assigns in interest, in its capacity as the owner of Note A-2-3 (as defined herein), the “Note A-2-3
Holder”), UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS
AG, New York Branch,” together with its successors and assigns in interest, in its capacity as the owner of Note A-3
(as defined herein), the “Note A-3 Holder”), UBS AG, by and through its branch office at 1285 Avenue of
the Americas, New York, New York (“UBS AG, New York Branch,” together with its successors and assigns in interest,
in its capacity as the owner of Note A-4 (as defined herein), the “Note A-4 Holder”), UBS AG, by and
through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS AG, New York Branch,” together
with its successors and assigns in interest, in its capacity as the owner of Note A-5 (as defined herein), the “Note A-5
Holder”), UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS
AG, New York Branch,” together with its successors and assigns in interest, in its capacity as the owner of Note A-6
(as defined herein), the “Note A-6 Holder”), UBS AG, by and through its branch office at 1285 Avenue of
the Americas, New York, New York (“UBS AG, New York Branch,” together with its successors and assigns in interest,
in its capacity as the owner of Note A-7 (as defined herein), the “Note A-7 Holder”), UBS AG, by and
through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS AG, New York Branch,” together
with its successors and assigns in interest, in its capacity as the owner of Note A-8 (as defined herein), the “Note A-8
Holder”) (the Note A-1 Holder, the Note A-2-1 Holder, the Note A-2-2 Holder, the Note A-2-3 Holder, the Note A-3 Holder,
the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder and the Note A-8 Holder shall be referred to
herein each as a “Senior Noteholder” and collectively as the “Senior Noteholders”), The Lincoln
National Life Insurance Company (“The Lincoln National Life Insurance Company”, together with its successors
and assigns in interest, in its capacity as the initial owner of Note B-1 (as defined herein), the “Initial Note B-1
Holder”), Athene Annuity & Life Assurance Company (“Athene Annuity & Life Assurance Company”,
together with its successors and assigns in interest, in its capacity as the initial owner of Note B-2 (as defined herein),
the “Initial Note B-2 Holder”), Athene Annuity and Life Company (“Athene Annuity and Life Company”,
together with its successors and assigns in interest, in its capacity as the initial owner of Note B-3 (as defined herein),
the “Initial Note B-3 Holder”), American Equity Investment Life Insurance Company (“American Equity
Investment Life Insurance Company”, together with its successors and assigns in interest, in its capacity as the initial
owner of Note B-4 (as defined herein), the “Initial Note B-4 Holder”), Athene Annuity & Life Assurance
Company


 



     


     


    

 


(“Athene Annuity & Life Assurance Company”, together with its successors and assigns in interest,
in its capacity as the initial owner of Note B-5 (as defined herein), the “Initial Note B-5 Holder”),
Athene Annuity & Life Assurance Company (“Athene Annuity & Life Assurance Company”), together with its
successors and assigns in interest, in its capacity as the initial owner of Note B-6 (as defined herein), the “Initial
Note B-6 Holder”) (the Initial Note B-1 Holder, the Initial Note B-2 Holder, the Initial Note B-3 Holder, the
Initial Note B-4 Holder, the Initial Note B-5 Holder and the Initial Note B-6 Holder shall be referred to herein each as a “Note
B Holder” and collectively as the “Note B Holders”), and Nonghyup Bank as Trustee for UP Global Private
Real Estate Fund V (“Nonghyup Bank as Trustee for UP Global Private Real Estate Fund V,” together with its successors
and assigns in interest, in its capacity as the owner of Note C (as defined herein), the “Note C Holder”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Mortgage Loan Agreement (as defined herein), UBS AG, New York Branch originated a certain loan described on the schedule attached
hereto as Exhibit A (the “Mortgage Loan Schedule”) (the “Mortgage Loan”) to the
mortgage loan borrower described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which was evidenced,
inter alia, by thirteen promissory notes (each, a “Note” and collectively, as amended, modified or supplemented,
the “Notes”), each dated January 22, 2019, (i) with the first such note in the original principal amount of
$5,000,000 (as amended, modified or supplemented, “Note A-1”), made by the Mortgage Loan Borrower in favor
of UBS AG, New York Branch (together with its successors and assigns in interest, as initial owner of Note A-1, in its capacity
as the “Initial Note A-1 Holder”), as Initial Note A-1 Holder, (ii) with the second such note in the original principal
amount of $20,000,000 (as amended, modified or supplemented, “Note A-2”), made by the Mortgage Loan Borrower
in favor of UBS AG, New York Branch (together with its successors and assigns in interest, as initial owner of Note A-2, in its
capacity as the “Initial Note A-2 Holder”), as the Initial Note A-2 Holder, (iii) with the third such note in the original
principal amount of $15,000,000 (as amended, modified or supplemented, “Note A-3”), made by the Mortgage
Loan Borrower in favor of UBS AG, New York Branch (together with its successors and assigns in interest, as initial owner of Note
A-3, in its capacity as the “Initial Note A-3 Holder”), as the Initial Note A-3 Holder, (iv) with the fourth such note
in the original principal amount of $10,000,000 (as amended, modified or supplemented, “Note A-4”), made
by the Mortgage Loan Borrower in favor of UBS AG, New York Branch (together with its successors and assigns in interest, as initial
owner of Note A-5, in its capacity as the “Initial Note A-4 Holder”), as the Initial Note A-4 Holder, (v) with the
fifth such note in the original principal amount of $10,000,000 (as amended, modified or supplemented, “Note A-5”),
made by the Mortgage Loan Borrower in favor of UBS AG, New York Branch (together with its successors and assigns in interest, as
initial owner of Note A-5, in its capacity as the “Initial Note A-5 Holder”), as the Initial Note A-5 Holder, (vi)
with the sixth such note in the original principal amount of $10,000,000 (as amended, modified or supplemented, “Note A-6”),
made by the Mortgage Loan Borrower in favor of UBS AG, New York Branch (together with its successors and assigns in interest, as
initial owner of Note A-6, in its capacity as the “Initial Note A-6 Holder”), as the Initial Note A-6 Holder, (vii)
with the seventh such note in the original principal amount of $30,000,000 (as amended, modified or supplemented, “Note A-7”),
made by the Mortgage Loan Borrower in favor of UBS AG, New


 



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York Branch (together with its successors and assigns in interest, as
initial owner of Note A-7, in its capacity as the “Initial Note A-7 Holder”), as the Initial Note A-7 Holder, (viii)
with the eighth such note in the original principal amount of $5,000,000 (as amended, modified or supplemented, “Note A-8”
and, together with Note A-1, Note A-2, Note A-3, Note A-4, Note A-5, Note A-6 and Note A-7, each, a “Senior Note”
and collectively, the “Senior Notes”), made by the Mortgage Loan Borrower in favor of UBS AG, New York Branch
(together with its successors and assigns in interest, as initial owner of Note A-8, in its capacity as the “Initial Note
A-8 Holder”), as the Initial Note A-8 Holder, (ix) with the ninth such note in the original principal amount of $30,000,000
(as amended, modified or supplemented, “Note B-1”), made by the Mortgage Loan Borrower in favor of UBS AG, New
York Branch and subsequently transferred to the Initial Note B-1 Holder, (x) with the tenth such note in the original principal
amount of $5,000,000 (as amended, modified or supplemented, “Note B-2”), made by the Mortgage Loan Borrower
in favor of UBS AG, New York Branch and subsequently transferred to the Initial Note B-2 Holder, (xi) with the eleventh such note
in the original principal amount of $5,000,000 (as amended, modified or supplemented, “Note B-3”), made by the
Mortgage Loan Borrower in favor of UBS AG, New York Branch and subsequently transferred to the Initial Note B-3 Holder, (xii) with
the twelfth such note in the original principal amount of $5,000,000 (as amended, modified or supplemented, “Note B-4”),
made by the Mortgage Loan Borrower in favor of UBS AG, New York Branch and subsequently transferred to the Initial Note B-4 Holder,
(xiii) with the thirteenth such note in the original principal amount of $5,000,000 (as amended, modified or supplemented, “Note
B-5”), made by the Mortgage Loan Borrower in favor of UBS AG, New York Branch and subsequently transferred to the Initial
Note B-5 Holder, (xiv) with the fourteenth such note in the original principal amount of $5,000,000 (as amended, modified or supplemented,
“Note B-6”), made by the Mortgage Loan Borrower in favor of UBS AG, New York Branch and subsequently transferred
to the Initial Note B-6 Holder, and (xv) with the fifteenth such note in the original principal amount of $63,000,000 (as amended,
modified or supplemented, “Note C”), made by the Mortgage Loan Borrower in favor of UBS AG, New York Branch
(together with its successors and assigns in interest, as initial owner of Note A-1, in its capacity as the “Initial Note
C Holder”), as the Initial Note C Holder, and secured by certain first mortgages or deeds of trust lien (as amended, modified
or supplemented, the “Mortgage”) on one or more parcels of, or estates in, real property located as described
on the Mortgage Loan Schedule (collectively, the “Mortgaged Property”);


 


WHEREAS, the Initial
Senior Noteholders, the Initial Note B Holders and the Initial Note C Holder entered into a co-lender agreement (the “Original
Co-Lender Agreement”), dated as of January 22, 2019, to memorialize the terms under which the Initial Senior Noteholders,
the Initial Note B Holders and the Initial Note C Holder would hold Note A-1, Note A-2, Note A-3, Note A-4, Note A-5, Note A-6,
Note A-7, Note A-8, Note B-1, Note B-2, Note B-3, Note B-4, Note B-5, Note B-6 and Note C, respectively;


 


WHEREAS, Note A-2 has
been split into three promissory notes (pursuant to Section 39 of the Original Co-Lender Agreement), each dated as of March 25,
2019, with the first such note in the principal amount of $15,000,000 (as amended, modified or supplemented, “Note A-2-1”)
made by the Mortgage Loan Borrower in favor of the Note A-2-1 Holder, with the second such note in the principal amount of $3,000,000
(as amended, modified or supplemented, “Note A-2-2”) made by the Mortgage Loan Borrower in favor of the Note
A-2-2 Holder, and with the third such note in the principal amount of $2,000,000 (as amended,


 



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modified or supplemented, “Note
A-2-3”) made by the Mortgage Loan Borrower in favor of the Note A-2-3 Holder; and


 


WHEREAS, each Senior
Noteholder, the Note B Holders and the Note C Holder desire to (1) memorialize the terms under which they, and their successors
and assigns, shall hold Note A-2-1, Note A-2-2 and Note A-2-3 and (2) amend and restate the Original Co-Lender Agreement to memorialize
certain modifications to the terms under which they, and their successors and assigns, shall hold the Senior Notes, the B Notes
and Note C, respectively;


 


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


 


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


 


“Accelerated
Mezzanine Loan Lender” shall mean any Permitted Mezzanine Lender if any Permitted Mezzanine Loan has been accelerated
in whole or in part or if foreclosure or enforcement proceedings or other remedies have been commenced against the equity collateral
pledged to secure any Permitted Mezzanine Loan or against any guarantor or indemnitor of any obligations under the loan documents
evidencing, guaranteeing or securing any Permitted Mezzanine Loan.


 


“Acceptable
Insurance Default” (i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA
and (ii) following the Securitization Date, shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement
or such other analogous term used in the Lead Securitization Servicing Agreement.


 


“Additional
Servicing Expenses” shall mean (a) all Servicing Advances, fees and/or expenses incurred by and reimbursable to any Servicer,
Trustee, Securitization Operating Advisor, Certificate Administrator or fiscal agent pursuant to the Servicing Agreement, and (b)
all interest accrued on Advances made by (x) any Servicer, Trustee or fiscal agent in accordance with the terms of the Servicing
Agreement or (y) any Non-Lead Servicer, Non-Lead Trustee or the fiscal agent in accordance with the terms of the related Non-Lead
Securitization Servicing Agreement; provided that the aggregate special servicing fee (or equivalent) (which fee is payable
solely during the period that the Mortgage Loan is a Specially Serviced Loan) shall not exceed an amount equal to 0.25% per annum
of the outstanding principal balance of the Mortgage Loan, the special servicing liquidation fee (or equivalent) shall not exceed
1.0% of the collections made with respect to the Mortgage Loan or any sums received from proceeds from the disposition of the Mortgaged
Property or the Mortgage Loan, as the case may be, and the special servicing workout fee (or equivalent) shall not exceed 1.0%
of the collections made with respect to the Mortgage Loan while the Mortgage Loan is a performing or “corrected” loan
(or such other analogous term pursuant to the Servicing Agreement), subject to customary market caps and floors.


 






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


 


“Advances”
shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used in the Servicing Agreement
or Non-Lead Securitization Servicing Agreement, as applicable.


 


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


 


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


 


“Agent Office”
shall mean, prior to the First Securitization, the designated office of the Initial Agent in the State of New York, which office
at the date of this Agreement is located at UBS AG, 1285 Avenue of the Americas, New York, New York, 10019, Attention: David Schell,
Email address: david.schell@ubs.com, and which is the address to which notices to and correspondence with the Agent should be directed.
The Agent may change the address of its designated office by notice to the Noteholders.


 


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


 


“Apollo Holder”
means (a) Athene Annuity and Life Company, Athene Annuity & Life Assurance Company, The Lincoln National Life Insurance Company
and American Equity Investment Life Insurance Company, (b) Apollo Global Management, LLC or Athene Asset Management LLC or (c)
any Affiliate of any Person set forth in clauses (a) or (b) above (it being agreed that all Persons for which Apollo
Global Management, LLC or Athene Asset Management LLC or any of their respective Affiliates is a fund/investment advisor or asset
manager for such Person at the applicable time of determination shall be deemed Affiliates of Apollo Holder for purposes of this
definition).


 


“Appraisal”
(i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA and (ii) following the Securitization
Date, shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or such other analogous
term used in the Lead Securitization Servicing Agreement.


 


“Appraisal
Reduction Amount” (i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA
and (ii) following the Securitization Date, shall have the meaning assigned to such term in the Lead
Securitization Servicing Agreement or such other analogous term used in the Lead
Securitization Servicing Agreement.


 






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


 


“Asset Review”
shall have the meaning assigned to such term in any Non-Lead Securitization Servicing Agreement or such other analogous term used
in any Non-Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


“B Notes”
shall mean individually or collectively, each of Note B-1, Note B-2, Note B-3, Note B-4, Note B-5 and Note B-6.


 


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


 


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


 


“CDO Asset Manager”
with respect to any Securitization Vehicle that is a CDO, shall mean the entity which is responsible for managing or administering
a Junior 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 Junior Note).


 


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


 


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


 


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


 


“Common Control
Party” shall mean with respect to any specified Person, any other Person that Controls, is Controlled by or under common
Control with such specified Person.


 


“Conduit”
shall have the meaning assigned to such term in Section 19(f).


 


“Conduit Credit
Enhancer” shall have the meaning assigned to such term in Section 19(f).


 






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“Conduit Inventory
Loan” shall have the meaning assigned to such term in Section 19(f).


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an
entity, whether through the ability to exercise voting power, by contract or otherwise; provided that, for purposes of the definition
of “Qualified Institutional Lender” as used in this Agreement (other than in connection with the definition of “Apollo
Holder” or “Fund V Holder”), “Control” shall also require the ownership, directly or indirectly,
in the aggregate of more than fifty percent (50%) of the beneficial ownership interests of an entity. “Controlled”
and “Controlling” each have the meaning correlative thereto.


 


“Control Appraisal
Period” shall mean a Note B Holder Control Appraisal Period or a Note C Holder Control Appraisal Period, as the context
may require.


 


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


 


“Controlling
Noteholder” shall mean as of any date of determination (i) the Note C Holder unless a Note C Holder Control Appraisal
Period has occurred and is continuing, (ii) for so long as a Note C Holder Control Appraisal Period has occurred and is continuing,
the Note B-1 Holder unless a Note B Holder Control Appraisal Period has occurred and is continuing; or (iii) for so long as
a Subordinate Appraisal Period has occurred and is continuing, the Note A-1 Holder; provided that at any time the Note A-1
Holder is the Controlling Noteholder and Note A-1 is included in the Lead Securitization, references to the “Controlling
Noteholder” herein shall mean the holders of the majority of the class of securities issued in the Lead Securitization designated
as the “controlling class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling
Noteholder” hereunder, as and to the extent provided in the Servicing Agreement; provided that, if the Note C Holder
would be the Controlling Noteholder pursuant to the terms hereof, but any interest in Note C is held by any Mortgage Loan Borrower
Related Party, or any Mortgage Loan Borrower Related Party would otherwise be entitled to exercise the rights of the Note C Holder
as Controlling Noteholder, a Note C Holder Control Appraisal Period shall be deemed to have occurred. If the Note B-1 Holder would
be the Controlling Noteholder pursuant to the terms hereof, but any interest in Note B-1 is held by any Mortgage Loan Borrower
Related Party, or any Mortgage Loan Borrower Related Party would otherwise be entitled to exercise the rights of the Note B-1 Holder
as Controlling Noteholder, a Note B Holder Control Appraisal Period shall be deemed to have occurred. As of the Closing Date, the
Controlling Noteholder will be the Note C Holder.


 


“Crowd Funding
Structure” shall mean the practice of soliciting financial contributions and primarily funding a project or venture by
raising monetary contributions which are funded primarily (a) in reliance upon Regulation Crowdfunding promulgated by the Securities
and Exchange Commission pursuant to the Securities Act of 1933, as amended and/or (b) through internet-mediated registries, platforms
or similar portals, mail-order subscriptions, benefit events and/or other similar methods.


 






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“Cure Period”
shall have the meaning assigned to such term in Section 11(a).


 


“Custodian”
shall mean the custodian under the Lead Securitization Servicing Agreement, if any.


 


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


 


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


 


“Defaulted Mortgage
Loan Purchase Price” shall mean the Note B Defaulted Mortgage Loan Purchase Price or the Note C Defaulted Mortgage Loan
Purchase Price, as applicable.


 


“Defaulted Note
Purchase Date” shall have the meaning assigned to such term in Section 12.


 


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


 


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


 


“Executive
Order” shall mean an Executive Order of the President of the United States of America.


 


“Final Recovery
Determination” (i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA and
(ii) following the Securitization Date, shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement
or such other analogous term used in the Lead Securitization Servicing Agreement.


 


“First Securitization”
shall mean the earliest to occur of the Note A-1 Securitization, the Note A-2-1 Securitization, the Note A-2-2 Securitization,
the Note A-2-3 Securitization, the Note A-3 Securitization, the Note A-4 Securitization, the Note A-5 Securitization, the Note
A-6 Securitization, the Note A-7 Securitization and the Note A-8 Securitization.


 


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


 


“Fund V Holder”
means individually or collectively, as the context so requires, any Noteholder that is (i) UP Global Private Real Estate Fund V,
a Korean investment trust, (ii) any entity Controlled by EverWest Advisors, LLC, or (iii) any Affiliate or other Korean investment
trust that is Controlled by United Partners Asset Management Company, Co., Ltd.


 


“Government
Lists” shall mean, collectively, (i) the Specially Designated Nationals and Blocked Persons Lists maintained by OFAC,
(ii) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and
Regulations of OFAC, and (iii) any similar lists maintained by the United States Department of


 



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State, the United States Department
of Commerce or any other governmental authority or pursuant to any Executive Order.


 


“Guarantor”
shall mean any guarantor or indemnitor (other than the Mortgage Loan Borrower) under any “Guaranty” or the “Environmental
Indemnity” as such terms are defined in the Mortgage Loan Documents.


 


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


 


“Initial Agent”
shall mean UBS AG, New York Branch, in its capacity as the initial Agent hereunder.


 


“Initial Note
A-1 Holder” shall mean UBS AG, New York Branch, in its capacity as the initial holder of Note A-1.


 


“Initial Note
A-2 Holder” shall mean UBS AG, New York Branch, in its capacity as the initial holder of Note A-2.


 


“Initial Note
A-3 Holder” shall mean UBS AG, New York Branch, in its capacity as the initial holder of Note A-3.


 


“Initial Note
A-4 Holder” shall mean UBS AG, New York Branch, in its capacity as the initial holder of Note A-4.


 


“Initial Note
A-5 Holder” shall mean UBS AG, New York Branch, in its capacity as the initial holder of Note A-5.


 


“Initial Note
A-6 Holder” shall mean UBS AG, New York Branch, in its capacity as the initial holder of Note A-6.


 


“Initial Note
A-7 Holder” shall mean UBS AG, New York Branch, in its capacity as the initial holder of Note A-7.


 


“Initial Note
A-8 Holder” shall mean UBS AG, New York Branch, in its capacity as the initial holder of Note A-8.


 


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


 


“Initial Note
B-1 Holder” shall mean The Lincoln National Life Insurance Company, in its capacity as the initial holder of Note B-1.


 


“Initial Note
B-2 Holder” shall mean Athene Annuity & Life Assurance Company, in its capacity as the initial holder of Note B-2.


 






    9


     


    

 


“Initial Note
B-3 Holder” shall mean Athene Annuity and Life Company, in its capacity as the initial holder of Note B-3.


 


“Initial Note
B-4 Holder” shall mean American Equity Investment Life Insurance Company, in its capacity as the initial holder of Note
B-4.


 


“Initial Note
B-5 Holder” shall mean Athene Annuity & Life Assurance Company, in its capacity as the initial holder of Note B-5.


 


“Initial Note
B-6 Holder” shall mean Athene Annuity & Life Assurance Company, in its capacity as the initial holder of Note B-6.


 


“Initial Note
C Holder” shall mean UBS AG, New York Branch, in its capacity as the initial holder of Note C.


 


“Initial Noteholders”
shall mean, collectively, the Initial Senior Noteholders, the Initial Note B Holders and the Initial Note C Holder.


 


“Initial Senior
Noteholder” and “Initial Senior Noteholders” shall have the meanings assigned to such terms in the
preamble.


 


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


 


“Insurance and
Condemnation Proceeds” (i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model
PSA and (ii) following the Securitization Date, shall have the meaning assigned to such term in the Lead Securitization Servicing
Agreement or any one or more analogous terms in the Lead Securitization Servicing Agreement.


 


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


 






    10


     


    

 


“Interested
Person” (i) prior to the Securitization Date, shall have the meaning assigned to such
term in the Model PSA and (ii) following the Securitization Date, shall have the meaning assigned to such term in the Lead Securitization
Servicing Agreement or such other analogous term used in the Lead Securitization
Servicing Agreement.


 


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


 


“Junior Note(s)”
means the B Notes and/or Note C, as the context may require.


 


“Junior Noteholder(s)”
means the Note B Holders and/or the Note C Holder, as the context may require.


 


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


 


“Lead Securitization”
shall mean (a) if the First Securitization is also the Note A-1 Securitization, the First Securitization and (b) if the First Securitization
is not also the Note A-1 Securitization, then (i) for the period from the closing date of the First Securitization until the Note
A-1 Securitization Date, the First Securitization and (ii) on and after the Note A-1 Securitization Date, the Note A-1 Securitization.


 


“Lead Securitization
Note” shall mean (a) during the period from and after the Note A-2-1 Securitization Date, the Note A-2-2 Securitization
Date, the Note A-2-3 Securitization Date, the Note A-3 Securitization Date, the Note A-4 Securitization Date, the Note A-5 Securitization
Date, the Note A-6 Securitization Date, the Note A-7 Securitization Date or the Note A-8 Securitization Date, as applicable, but
prior to the Note A-1 Securitization Date, the Note to be contributed to the First Securitization; and (b) on and after the Note
A-1 Securitization Date, Note A-1.


 


“Lead Securitization
Noteholder” 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, which shall be substantially in the form of the Model PSA and shall be a pooling
and servicing agreement customarily and usually used in the servicing practices of servicers of commercial mortgage loans intended
to be securitized; provided it is acknowledged that such agreement is subject in all respects to changes (i) required by the Code
relating to the tax elections of the related Securitization Trust, (ii) required by law or changes in any law, rule or regulation,
(iii) requested by the Rating Agencies or any purchaser of subordinate certificates that are customary and consistent with market
standards or (iv) such other changes as the holder of the Lead Securitization Note deems advisable to conform to recent market
pooling and servicing agreements for commercial mortgage securitizations; provided further, that during any period that the Mortgage
Loan is no longer subject to the provisions of the Lead Securitization


 



    11


     


    

 


Servicing Agreement, the “Lead Securitization Servicing
Agreement” shall be determined in accordance with Section 2(f).


 


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


 


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


 


“Liquidation
Proceeds” (i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA and (ii)
following the Securitization Date, shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement
or such other analogous term used in the Lead Securitization Servicing Agreement.


 


“Major Decisions”
shall mean:


 


(i)         
any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of the related REO Property)
of the ownership of properties securing the Mortgage Loan;


 


(ii)         any modification, consent to a modification or waiver of any monetary term (other than Penalty Charges) or material non-monetary
term (including, without limitation, the timing of payments and acceptance of discounted pay-offs but excluding waiver of Penalty
Charges) of the Mortgage Loan or any extension of the maturity date of the Mortgage Loan;


 


(iii)        any modification of, or waiver with respect to, the Mortgage Loan that would result in a discounted pay-off of the Junior
Note;


 


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


 


(v)         any determination to bring the related REO Property into compliance with applicable environmental laws or to otherwise address
hazardous materials located at the related REO Property;


 


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


 


(vii)       any (i) waiver of a “due on sale” or “due on encumbrance” clause with respect to the Mortgage Loan,
(ii) consent to such a waiver, (iii) consent to a transfer of the Mortgaged Property or interests in the Mortgage Loan Borrower
or (iv) consent or approval related to the incurrence of additional debt by Mortgage Loan Borrower, in each case other than any
such transfer or incurrence of debt as may be effected as-of-right without the consent of the lender under the related


 



    12


     


    

 


loan agreement
or related to an immaterial easement, right of way or similar agreement;


 


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


 


(ix)         releases of any escrow accounts, reserve accounts or letters of credit held as performance or “earn out” escrows
or reserves other than those required pursuant to the specific terms of the Mortgage Loan and for which there is no lender discretion
(the determination of whether the conditions precedent to releasing or reducing any such escrow accounts, reserve accounts or letters
of credit have been satisfied shall not constitute matters of lender discretion for purposes of this clause (ix));


 


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


 


(xi)         the determination of the Special Servicer pursuant to the definition of Servicing Transfer Event;


 


(xii)        following an Event of Default, any exercise of a material remedy on the Mortgage Loan or any acceleration of the Mortgage
Loan, as the case may be, or initiation of judicial, bankruptcy or similar proceedings under the Mortgage Loan Documents or with
respect to the Mortgage Loan Borrower or Mortgaged Property;


 


(xiii)       any modification, waiver or amendment of any material term of any intercreditor agreement, co-lender agreement or similar
agreement (other than this Agreement) with any mezzanine lender or subordinate debt holder related to the Mortgage Loan;


 


(xiv)      any determination of an Acceptable Insurance Default;


 


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


 


(xvi)      the granting of any consents or approvals related to the incurrence of additional debt or mezzanine debt by a direct or
indirect parent of the Mortgage


 



    13


     


    

 


Loan Borrower, to the extent the lender’s consent or approval is required under the Mortgage
Loan Documents;


 


(xvii)     any approval of any casualty insurance settlements or condemnation settlements, and any determination to apply casualty
proceeds or condemnation awards to the reduction of the debt rather than to the restoration of the Mortgaged Property, in each
case to the extent the lender’s consent or approval is required under the Mortgage Loan Documents;


 


(xviii)    any approval of a Major Lease or any modification, amendment or renewal thereof (to the extent lender’s approval is
required by the Mortgage Loan Documents);


 


(xix)       the voting of any claim or on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage
Loan Borrower unless any option to purchase the Senior Notes pursuant to Section 12 of this Agreement has expired or been waived
under Section 12 hereunder;


 


(xx)        the release of a guarantor under the Mortgage Loan Documents or the approval of any replacement or additional guarantor
under the Mortgage Loan Documents;


 


(xxi)       any election not to seek relief from the automatic stay or dismissal of a bankruptcy filing;


 


(xxii)      the approval or adoption of any material alteration at the Mortgage Property (if Mortgage Lender approval is required by
the Mortgage Loan Documents, and if so, notwithstanding anything to contrary set forth herein, subject to the same standard of
approval as is applicable thereto in the Mortgage Loan Documents); and


 


(xxiii)     any approval or consent required by the “directing senior lender” under any mezzanine loan intercreditor agreement.


 


Notwithstanding anything
to the contrary contained herein, for so long as any Junior Noteholder that is the Controlling Noteholder or a Common Control Party
thereof directly or indirectly holds all or any portion of or interest in any Permitted Mezzanine Loan (a “Permitted Mezzanine
Loan Holder”), such Controlling Noteholder shall not have any consent or approval rights with respect to matters set
forth or described in clause (i), clause (ii), clause (xii) or, solely with respect to any intercreditor
agreement, co-lender agreement or similar agreement relating to any Permitted Mezzanine Loan with respect to which any Junior Noteholder
or a Common Control Party thereof directly or indirectly holds all or any portion thereof or interest therein, clause (xiii)
of this definition; provided, however, nothing in this paragraph shall be deemed to limit any consent rights with respect to REO
Property; provided, further, for purposes of the definition of “Common Control Party” as used in this paragraph, the
possession by any Person of the right to consent to (or veto) Major Decisions with respect to any other Person shall not, in and
of itself, render such Person to be in Control of such other Person.


 






    14


     


    

 


Provided, however that
after the Securitization Date, during the occurrence and continuance of a Subordinate Control Appraisal Period, “Major
Decisions” shall have the meaning given to such term in the Lead Securitization Servicing Agreement or such other analogous
term used in the Lead Securitization Servicing Agreement.


 


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


 


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


 


“Maximum Legal
Rate” shall mean the maximum non-usurious interest rate, if any, that at any time or from time to time may be contracted
for, taken, reserved, charged or received on the indebtedness evidenced by the Notes and as provided for herein or in the Mortgage
Loan Documents under the laws of such governmental authorities whose laws are held by any court of competent jurisdiction to govern
the interest rate provisions of the Mortgage Loan.


 


“Mezzanine Loan
Holder” shall have the meaning set forth in the definition of “Major Decisions”.


 


“Model PSA”
shall mean the pooling and servicing agreement dated as of October 1, 2018, among UBS Commercial Mortgage Securitization Corp.,
as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and as special servicer,
Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Pentalpha Surveillance LLC, as operating
advisor and as asset representations reviewer with respect to the UBS 2018-C13 securitization.


 


“Monetary Default”
shall have the meaning assigned to such term in Section 11(a).


 


“Monetary Default
Notice” shall have the meaning assigned to such term in Section 11(a).


 


“Monthly Payment”
shall have the meaning assigned to such term in the Servicing Agreement or any one or more analogous terms in the Servicing Agreement.


 


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


 


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


 


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


 


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


 






    15


     


    

 


“Mortgaged Property”
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 mortgage loan agreement, dated as of January 18, 2019, among the Mortgage Loan Borrower, the
Initial Senior Noteholders and the Initial Junior Noteholders, as the same may be amended, restated, renewed, extended, modified
or supplemented from time to time, subject to the terms hereof.


 


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


 


“Mortgage Loan
Borrower Related Party” shall have the meaning assigned to such term in Section 18.


 


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


 


“Mortgage Loan
Schedule” shall mean the Schedule attached hereto as Exhibit A.


 


“Net Senior
Note Rate” shall mean the Senior Note Rate minus the Servicing Fee Rate.


 


“Net Note B
Rate” shall mean the Note B Rate minus the Servicing Fee Rate.


 


“Net Note C
Rate” shall mean the Note C Rate minus the Servicing Fee Rate.


 


“New Notes”
shall have the meaning assigned to such term in Section 39.


 


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


 


“Non-Controlling
Note” shall mean the respective Note held by a Non-Controlling Noteholder.


 


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


 



    16


     


    

 


Agreement and as to the identity of which the Lead Securitization
Noteholder (and the Master Servicer and the Special Servicer) has been given written notice; provided that, if at any time
50% or more of a Non-Controlling Note (or, at any time a Non-Controlling Note is included in a Securitization, the class of securities
issued in such Non-Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned
the rights to exercise the rights of the “Controlling Noteholder”) is held by any Mortgage Loan Borrower Related Party,
no Person shall be entitled to exercise the rights of such Non-Controlling Noteholder with respect to such Non-Controlling Note.
The Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) shall not be required
at any time to deal with more than one party exercising the rights of any “Non-Controlling Noteholder” herein or under
the Servicing Agreement and, (x) to the extent that the related Non-Lead Securitization Servicing Agreement assigns such rights
to more than one party or (y) to the extent a Non-Controlling Note is split into two or more New Notes pursuant to Section 39,
for purposes of this Agreement, such Non-Lead Securitization Servicing Agreement or the holders of such New Notes shall designate
one party to deal with Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) and
provide written notice of such designation to the Lead Securitization Noteholder (and the Master Servicer and the Special Servicer
acting on its behalf); provided that, in the absence of such designation and notice, the Lead Securitization Noteholder
(or the Master Servicer or the Special Servicer acting on its behalf) shall be entitled to treat the last party as to which it
has received written notice with respect to any Non-Controlling Note as having been designated as the related Non-Controlling Noteholder,
as a Non-Controlling Noteholder for all purposes of this Agreement and the Servicing Agreement.


 


After the occurrence
of the first Securitization of any Senior Note, but prior to the Securitization of any other Senior Note (including any New Note),
all notices, reports, information or other deliverables required to be delivered to the related Noteholder pursuant to this Agreement
or the Servicing Agreement by the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its
behalf) only need to be delivered to such Noteholder, and, when so delivered to such Noteholder, the Lead Securitization Noteholder
(or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations
to such Noteholder with respect to such items hereunder or under the Servicing Agreement. Following the Securitization of a Non-Lead
Securitization Note, all notices, reports, information or other deliverables required to be delivered to the related Non-Lead Securitization
Noteholder or the related Non-Controlling Noteholder pursuant to this Agreement or the Servicing Agreement by the Lead Securitization
Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master
Servicer and the Non-Lead Special Servicer (who then may forward such items to the party entitled to receive such items as and
to the extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered to such Non-Lead Master
Servicer and Non-Lead Special Servicer, the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting
on its behalf) shall be deemed to have satisfied its delivery obligations to such Non-Lead Securitization Noteholder with respect
to such items hereunder or under the Servicing Agreement.


 


“Non-Exempt
Person” shall mean any Person other than a Person who either (i) is 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


 



    17


     


    

 


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 clause (A) or (B) above, permit the Senior Noteholder (or
the Servicer acting on its behalf) to make payments free of any obligation or liability for withholding.


 


“Non-Lead Asset
Representations Reviewer” shall mean the “asset representations reviewer” or other analogous term under a
Non-Lead Securitization Servicing Agreement.


 


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


 


“Non-Lead Master
Servicer” shall have the meaning assigned to such term in Section 2(g).


 


“Non-Lead Securitization”
shall mean, (i) on and after the Note A-1 Securitization Date, the Note A-2-1 Securitization, the Note A-2-2 Securitization, the
Note A-2-3 Securitization, the Note A-3 Securitization, the Note A-4 Securitization, the Note A-5 Securitization, the Note A-6
Securitization, the Note A-7 Securitization or the Note A-8 Securitization, as applicable, and (ii) prior to the Note A-1 Securitization
Date, any Securitization other than the First Securitization.


 


“Non-Lead Securitization
Note” shall mean any Senior Note included in a Non-Lead Securitization.


 


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


 


“Non-Lead Securitization
Servicing Agreement” shall have the meaning assigned to such term in Section 2(g).


 


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


 


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


 


“Non-Lead Special
Servicer” shall have the meaning assigned to such term in Section 2(g).


 


“Non-Lead Trustee”
shall have the meaning assigned to such term in Section 2(g).


 


“Non-Monetary
Default” shall have the meaning assigned to such term in Section 11(d).


 


“Non-Monetary
Default Cure Period” shall have the meaning assigned to such term in Section 11(d).


 






    18


     


    

 


“Non-Monetary
Default Notice” shall have the meaning assigned to such term in Section 11(d).


 


“Nonrecoverable
Servicing Advance” (i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA
and (ii) following the Securitization Date, shall have the meaning assigned to such term in the Lead Securitization Servicing
Agreement or such other analogous term used in the Lead Securitization Servicing Agreement.


  


“Note”
shall mean any of Note A-1, Note A-2-1, Note A-2-2, Note A-2-3, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7, Note A-8, Note
B-1, Note B-2, Note B-3, Note B-4, Note B-5, Note B-6 and Note C, as applicable.


 


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


 


“Note A-1
Holder” shall mean the Initial Note A-1 Holder or any subsequent holder of Note A-1, together with its successors and
assigns.


 


“Note A-1
Percentage Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note A-1 Principal
Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2-1 Principal Balance, the Note
A-2-2 Principal Balance, the Note A-2-3 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the
Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance, the
Note B-1 Principal Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance,
the Note B-5 Principal Balance, the Note B-6 Principal Balance and the Note C Principal Balance.


 


“Note A-1
Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the initial outstanding
principal balance of Note A-1, less any payments of principal thereon received by the Note A-1 Holder or reductions in
such amount pursuant to Section 3, 4 or 5, as applicable.


 


“Note A-1
Securitization” shall mean the Securitization of Note A-1 in a Securitization Trust to be designated by the Note A-1
Holder.


 


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


 


“Note A-2-1
Holder” shall mean the Note A-2-1 Holder or any subsequent holder of Note A-2-1, together with its successors and assigns.


 


“Note A-2-1
Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the initial outstanding
principal balance of Note A-2-1, less any payments of principal thereon received by the Note A-2-1 Holder, or reductions
in such amount pursuant to Section 3, 4 or 5, as applicable.


 


“Note A-2-1
Percentage Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note A-2-1
Principal Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2-1 Principal Balance,
the Note A-2-2 Principal Balance, the Note A-2-3 Principal Balance, the Note A-3 Principal Balance, the


 



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Note A-4 Principal Balance,
the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance,
the Note B-1 Principal Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance,
the Note B-5 Principal Balance, the Note B-6 Principal Balance and the Note C Principal Balance.


 


“Note A-2-1
Securitization” shall mean the Securitization of Note A-2-1 in a Securitization Trust to be designated by the Note A-2-1
Holder.


 


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


 


“Note A-2-2
Holder” shall mean the Note A-2-2 Holder or any subsequent holder of Note A-2-2, together with its successors and assigns.


 


“Note A-2-2
Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the initial outstanding
principal balance of Note A-2-2, less any payments of principal thereon received by the Note A-2-2 Holder, or reductions
in such amount pursuant to Section 3, 4 or 5, as applicable.


 


“Note A-2-2
Percentage Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note A-2-2
Principal Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2-1 Principal Balance,
the Note A-2-2 Principal Balance, the Note A-2-3 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance,
the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance,
the Note B-1 Principal Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance,
the Note B-5 Principal Balance, the Note B-6 Principal Balance and the Note C Principal Balance.


 


“Note A-2-2
Securitization” shall mean the Securitization of Note A-2-2 in a Securitization Trust to be designated by the Note A-2-2
Holder.


 


“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, together with its successors
and assigns.


 


“Note A-2-3
Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the initial outstanding
principal balance of Note A-2-3, less any payments of principal thereon received by the Note A-2-3 Holder, or reductions
in such amount pursuant to Section 3, 4 or 5, as applicable.


 


“Note A-2-3
Percentage Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note A-2-3
Principal Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2-1 Principal Balance,
the Note A-2-2 Principal Balance, the Note A-2-3 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance,
the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance,
the Note B-1 Principal Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance,
the Note B-5 Principal Balance, the Note B-6 Principal Balance and the Note C Principal Balance.


 






    20


     


    

 


“Note A-2-3
Principal Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the initial outstanding
principal balance of Note A-2-3, less any payments of principal thereon received by the Note A-2-3 Holder, or reductions
in such amount pursuant to Section 3, 4 or 5, as applicable.


 


“Note A-2-3
Securitization” shall mean the Securitization of Note A-2-3 in a Securitization Trust to be designated by the Note A-2-3
Holder.


 


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


 


“Note A-3 Holder”
shall mean the Initial Note A-3 Holder or any subsequent holder of Note A-3, together with its successors and assigns.


 


“Note A-3 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note A-3 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2-1 Principal Balance, the Note A-2-2
Principal Balance, the Note A-2-3 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5
Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance, the Note B-1
Principal Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance, the Note B-5
Principal Balance, the Note B-6 Principal Balance and the Note C Principal Balance.


 


“Note A-3 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the initial outstanding principal
balance of Note A-3, less any payments of principal thereon received by the Note A-3 Holder or reductions in such amount pursuant
to Section 3, 4 or 5, as applicable.


 


“Note A-3 Securitization”
shall mean the Securitization of Note A-3 in a Securitization Trust to be designated by the Note A-3 Holder.


 


“Note A-4”
shall have the meaning assigned to such term in the recitals.


 


“Note A-4 Holder”
shall mean the Initial Note A-4 Holder or any subsequent holder of Note A-4, together with its successors and assigns.


 


“Note A-4 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note A-4 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2-1 Principal Balance, the Note A-2-2
Principal Balance, the Note A-2-3 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5
Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance, the Note B-1
Principal Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance, the Note B-5
Principal Balance, the Note B-6 Principal Balance and the Note C Principal Balance.


 


“Note A-4 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the initial outstanding principal
balance of Note A-4, less any payments of principal thereon received by the Note A-4 Holder or reductions in such amount pursuant
to Section 3, 4 or 5, as applicable.


 






    21


     


    

 


“Note A-4 Securitization”
shall mean the Securitization of Note A-4 in a Securitization Trust to be designated by the Note A-4 Holder.


 


“Note A-5”
shall have the meaning assigned to such term in the recitals.


 


“Note A-5 Holder”
shall mean the Initial Note A-5 Holder or any subsequent holder of Note A-5, together with its successors and assigns.


 


“Note A-5 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note A-5 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2-1 Principal Balance, the Note A-2-2
Principal Balance, the Note A-2-3 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5
Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance, the Note B-1
Principal Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance, the Note B-5
Principal Balance, the Note B-6 Principal Balance and the Note C Principal Balance.


 


“Note A-5 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the initial outstanding principal
balance of Note A-5, less any payments of principal thereon received by the Note A-5 Holder or reductions in such amount pursuant
to Section 3, 4 or 5, as applicable.


 


“Note A-5 Securitization”
shall mean the Securitization of Note A-5 in a Securitization Trust to be designated by the Note A-5 Holder.


 


“Note A-6”
shall have the meaning assigned to such term in the recitals.


 


“Note A-6 Holder”
shall mean the Initial Note A-6 Holder or any subsequent holder of Note A-6, together with its successors and assigns.


 


“Note A-6 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note A-6 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2-1 Principal Balance, the Note A-2-2
Principal Balance, the Note A-2-3 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5
Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance, the Note B-1
Principal Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance, the Note B-5
Principal Balance, the Note B-6 Principal Balance and the Note C Principal Balance.


 


“Note A-6 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the initial outstanding principal
balance of Note A-6, less any payments of principal thereon received by the Note A-6 Holder or reductions in such amount pursuant
to Section 3, 4 or 5, as applicable.


 


“Note A-6 Securitization”
shall mean the Securitization of Note A-6 in a Securitization Trust to be designated by the Note A-6 Holder.


 


“Note A-7”
shall have the meaning assigned to such term in the recitals.


 






    22


     


    

 


“Note A-7 Holder”
shall mean the Initial Note A-7 Holder or any subsequent holder of Note A-7, together with its successors and assigns.


 


“Note A-7 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note A-7 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2-1 Principal Balance, the Note A-2-2
Principal Balance, the Note A-2-3 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5
Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance, the Note B-1
Principal Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance, the Note B-5
Principal Balance, the Note B-6 Principal Balance and the Note C Principal Balance.


 


“Note A-7 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the initial outstanding principal
balance of Note A-7, less any payments of principal thereon received by the Note A-7 Holder or reductions in such amount pursuant
to Section 3, 4 or 5, as applicable.


 


“Note A-7 Securitization”
shall mean the Securitization of Note A-7 in a Securitization Trust to be designated by the Note A-7 Holder.


 


“Note A-8”
shall have the meaning assigned to such term in the recitals.


 


“Note A-8 Holder”
shall mean the Initial Note A-8 Holder or any subsequent holder of Note A-8, together with its successors and assigns.


 


“Note A-8 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note A-8 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2-1 Principal Balance, the Note A-2-2
Principal Balance, the Note A-2-3 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5
Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance, the Note B-1
Principal Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance, the Note B-5
Principal Balance, the Note B-6 Principal Balance and the Note C Principal Balance.


 


“Note A-8 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the initial outstanding principal
balance of Note A-8, less any payments of principal thereon received by the Note A-8 Holder or reductions in such amount pursuant
to Section 3, 4 or 5, as applicable.


 


“Note A-8 Securitization”
shall mean the Securitization of Note A-8 in a Securitization Trust to be designated by the Note A-8 Holder.


 


“Note B Defaulted
Mortgage Loan Purchase Price” shall mean the sum, without duplication, of (a) the Principal Balance of the Senior
Notes, (b) accrued and unpaid interest thereon at the Senior Note Rate, from the date as to which interest was last paid in
full by Mortgage Loan Borrower up to and including the end of the interest accrual period relating to the Monthly Payment Date
next following the date the purchase occurred, (c) any other amounts due on the Senior Notes payable under the Mortgage Loan, other
than Prepayment Premiums, default


 



    23


     


    

 


interest, late fees, exit fees and any other similar fees, provided that if any Mortgage
Loan Borrower Related Party is the purchaser, the Defaulted Mortgage Loan Purchase Price shall include Prepayment Premiums, default
interest, late fees, exit fees and any other similar fees payable on the Senior Notes, (d) without duplication of amounts
under clause (c), any unreimbursed property protection or servicing Advances and any expenses incurred in enforcing the Mortgage
Loan Documents (including, without limitation, servicing Advances payable or reimbursable to any Servicer, and earned and unreimbursed
special servicing fees not in excess of the limitations set forth in this Agreement), (e) without duplication of amounts under
clause (c), any accrued and unpaid Advance Interest Amount, (f) (i) if any Mortgage Loan Borrower Related Party is the purchaser
or (ii) if the Mortgage Loan is purchased more than ninety (90) days after the first such option becomes exercisable pursuant to
Section 12 of this Agreement, any liquidation or workout fees payable under the Lead Securitization Servicing Agreement with respect
to the Mortgage Loan and (g) any Recovered Costs not reimbursed previously to the Senior Notes pursuant to this Agreement.
Notwithstanding the foregoing, if the purchasing Noteholder is purchasing from any Mortgage Loan Borrower Related Party, the Defaulted
Mortgage Loan Purchase Price shall not include the amounts described under clauses (d) through (f) of this definition. If the Mortgage
Loan is converted into a REO Property, for purposes of determining the Defaulted Mortgage Loan Purchase Price, interest will be
deemed to continue to accrue at the Senior Note Rate on the Senior Note Principal Balance, as if the Mortgage Loan were not so
converted. In no event shall the Defaulted Mortgage Loan Purchase Price include amounts due or payable to the purchasing Noteholder
under this Agreement.


 


“Note B
Holders” shall mean the Initial Note B-1 Holder, the Initial Note B-2 Holder, the Initial Note B-3 Holder, the Initial
Note B-4 Holder, the Initial Note B-5 Holder and the Initial Note B-6 Holder, or any subsequent holder of Note B-1, Note B-2, Note
B-3, Note B-4, Note B-5 and Note B-6.


 


“Note B Holder
Control Appraisal Period” A “Note B Holder Control Appraisal Period” shall exist with respect to the Mortgage
Loan, if and for so long as:


 


(a)          (1) the initial Note B Principal Balance minus (2) the sum (without duplication) of (x) any payments of principal (whether
as principal prepayments or otherwise) allocated to, and received on, the B Notes after the date of creation of each B Note (and
not returned to the Senior Noteholders, the Servicer or Mortgage Loan Borrower as required by this Agreement), (y) any Appraisal
Reduction Amount for the Mortgage Loan that are allocated to the B Notes and (z) without duplication, any losses realized with
respect to any Mortgaged Property or the Mortgage Loan that are allocated to the B Notes, is less than


 


(b)          25% of the remainder of (i) the initial Note B Principal Balance less (ii) any payments of principal (whether as principal
prepayments or otherwise) allocated to, and received by, the Note B Holders on the B Notes (and not returned to the Senior Noteholders,
the Servicer or Mortgage Loan Borrower as required by this Agreement) after the date of creation of the B Notes.


 


“Note B Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note B Principal Balance and
the denominator of which is the sum of


 



    24


     


    

 


the Note A-1 Principal Balance, the Note A-2-1 Principal Balance, the Note A-2-2 Principal
Balance, the Note A-2-3 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal
Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance, the Note B-1 Principal
Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance, the Note B-5 Principal
Balance, the Note B-6 Principal Balance and the Note C Principal Balance.


 


“Note B Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the sum of the Note B-1 Principal
Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance, the Note B-5 Principal
Balance and the Note B-6 Principal Balance.


 


“Note B Rate”
shall mean the Note B Rate set forth on the Mortgage Loan Schedule.


 


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


 


“Note B-1 Holder”
shall mean the Initial Note B-1 Holder or any subsequent Holder of Note B-1, together with its successors and assigns.


 


“Note B-1
Percentage Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note B-1 Principal
Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2-1 Principal Balance, the Note
A-2-2 Principal Balance, the Note A-2-3 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the
Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance, the
Note B-1 Principal Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance,
the Note B-5 Principal Balance, the Note B-6 Principal Balance and the Note C Principal Balance.


 


“Note B-1 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the initial outstanding principal
balance of Note B-1, less any payments of principal thereon received by the Note B-1 Holder or reductions in such amount pursuant
to Section 3, 4 or 5, as applicable.


 


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


 


“Note B-2 Holder”
shall mean the Initial Note B-2 Holder or any subsequent Holder of Note B-2, together with its successors and assigns.


 


“Note B-2
Percentage Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note B-2 Principal
Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2-1 Principal Balance, the Note
A-2-2 Principal Balance, the Note A-2-3 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the
Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance, the
Note B-1 Principal Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance,
the Note B-5 Principal Balance, the Note B-6 Principal Balance and the Note C Principal Balance.


 






    25


     


    

 


“Note B-2 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the initial outstanding principal
balance of Note B-2, less any payments of principal thereon received by the Note B-2 Holder or reductions in such amount pursuant
to Section 3, 4 or 5, as applicable.


 


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


 


“Note B-3 Holder”
shall mean the Initial Note B-3 Holder or any subsequent Holder of Note B-3, together with its successors and assigns.


 


“Note B-3
Percentage Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note B-3 Principal
Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2-1 Principal Balance, the Note
A-2-2 Principal Balance, the Note A-2-3 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the
Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance, the
Note B-1 Principal Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance,
the Note B-5 Principal Balance, the Note B-6 Principal Balance and the Note C Principal Balance.


 


“Note B-3 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the initial outstanding principal
balance of Note B-3, less any payments of principal thereon received by the Note B-3 Holder or reductions in such amount pursuant
to Section 3, 4 or 5, as applicable.


 


“Note B-4”
shall have the meaning assigned to such term in the recitals.


 


“Note B-4 Holder”
shall mean the Initial Note B-4 Holder or any subsequent Holder of Note B-4, together with its successors and assigns.


 


“Note B-4
Percentage Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note B-4 Principal
Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2-1 Principal Balance, the Note
A-2-2 Principal Balance, the Note A-2-3 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the
Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance, the
Note B-1 Principal Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance,
the Note B-5 Principal Balance, the Note B-6 Principal Balance and the Note C Principal Balance.


 


“Note B-4 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the initial outstanding principal
balance of Note B-4, less any payments of principal thereon received by the Note B-4 Holder or reductions in such amount pursuant
to Section 3, 4 or 5, as applicable.


 


“Note B-5”
shall have the meaning assigned to such term in the recitals.


 


“Note B-5 Holder”
shall mean the Initial Note B-5 Holder or any subsequent Holder of Note B-5, together with its successors and assigns.


 






    26


     


    

 


“Note B-5
Percentage Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note B-5 Principal
Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2-1 Principal Balance, the Note
A-2-2 Principal Balance, the Note A-2-3 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the
Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance, the
Note B-1 Principal Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance,
the Note B-5 Principal Balance, the Note B-6 Principal Balance and the Note C Principal Balance.


 


“Note B-5 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the initial outstanding principal
balance of Note B-5, less any payments of principal thereon received by the Note B-5 Holder or reductions in such amount pursuant
to Section 3, 4 or 5, as applicable.


 


“Note B-6”
shall have the meaning assigned to such term in the recitals.


 


“Note B-6 Holder”
shall mean the Initial Note B-6 Holder or any subsequent Holder of Note B-6, together with its successors and assigns.


 


“Note B-6
Percentage Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note B-6 Principal
Balance and the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2-1 Principal Balance, the Note
A-2-2 Principal Balance, the Note A-2-3 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the
Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance, the
Note B-1 Principal Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance,
the Note B-5 Principal Balance, the Note B-6 Principal Balance and the Note C Principal Balance.


 


“Note B-6 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the initial outstanding principal
balance of Note B-6, less any payments of principal thereon received by the Note B-6 Holder or reductions in such amount pursuant
to Section 3, 4 or 5, as applicable.


 


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


 


“Note C Defaulted
Mortgage Loan Purchase Price” shall mean the sum, without duplication, of (a) the Principal Balance of the Senior
Notes and Note B, (b) accrued and unpaid interest thereon at the Senior Note Rate and the Note B Rate, from the date as to
which interest was last paid in full by Mortgage Loan Borrower up to and including the end of the interest accrual period relating
to the Monthly Payment Date next following the date the purchase occurred, (c) any other amounts due on the Senior Notes and the
B Notes payable under the Mortgage Loan, other than Prepayment Premiums, default interest, late fees, exit fees and any other similar
fees, provided that if any Mortgage Loan Borrower Related Party is the purchaser, the Defaulted Mortgage Loan Purchase Price
shall include Prepayment Premiums, default interest, late fees, exit fees and any other similar fees payable on the Senior Notes
and Note B, (d) without duplication of amounts under clause (c), any unreimbursed property protection or servicing Advances
and any expenses incurred in enforcing the Mortgage Loan Documents


 



    27


     


    

 


(including, without limitation, servicing Advances payable or
reimbursable to any Servicer, and earned and unreimbursed special servicing fees not in excess of the limitations set forth in
this Agreement), (e) without duplication of amounts under clause (c), any accrued and unpaid Advance Interest Amount, (f)
(i) if any Mortgage Loan Borrower Related Party is the purchaser or (ii) if the Mortgage Loan is purchased more than ninety (90)
days after the first such option becomes exercisable pursuant to Section 12 of this Agreement, any liquidation or workout fees
payable under the Lead Securitization Servicing Agreement with respect to the Mortgage Loan and (g) any Recovered Costs not
reimbursed previously to the Senior Notes and the B Notes pursuant to this Agreement. Notwithstanding the foregoing, if the purchasing
Noteholder is purchasing from any Mortgage Loan Borrower Related Party, the Defaulted Mortgage Loan Purchase Price shall not include
the amounts described under clauses (d) through (f) of this definition. If the Mortgage Loan is converted into a REO Property,
for purposes of determining the Defaulted Mortgage Loan Purchase Price, interest will be deemed to continue to accrue at the Senior
Note Rate on the Senior Note Principal Balance and the Note B Rate on the Note B Principal Balance, as if the Mortgage Loan were
not so converted. In no event shall the Defaulted Mortgage Loan Purchase Price include amounts due or payable to the purchasing
Noteholder under this Agreement.


 


“Note C Holder”
shall mean the Initial Note C Holder or any subsequent holder of Note C, together with its successors and assigns.


 


“Note C Holder
Control Appraisal Period” A “Note C Holder Control Appraisal Period” shall exist with respect to the Mortgage
Loan, if and for so long as:


 


(a)          (1) the initial Note C Principal Balance minus (2) the sum (without duplication) of (x) any payments of principal (whether
as principal prepayments or otherwise) allocated to, and received on, Note C after the date of creation of Note C (and not returned
to the Senior Noteholders, the Note B Holders, the Servicer or Mortgage Loan Borrower as required by this Agreement), (y) any Appraisal
Reduction Amount for the Mortgage Loan that is allocated to Note C and (z) without duplication, any losses realized with respect
to any Mortgaged Property or the Mortgage Loan that are allocated to Note C, is less than


 


(b)          25% of the remainder of (i) the initial Note C Principal Balance less (ii) any payments of principal (whether as principal
prepayments or otherwise) allocated to, and received by, the Note C Holder on Note C (and not returned to the Senior Noteholders,
the Note B Holders, the Servicer or Mortgage Loan Borrower as required by this Agreement) after the date of creation of Note C.


 


“Note C Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note C Principal Balance and
the denominator of which is the sum of the Note A-1 Principal Balance, the Note A-2-1 Principal Balance, the Note A-2-2 Principal
Balance, the Note A-2-3 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal
Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance, the Note B-1 Principal
Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance, the Note B-5 Principal
Balance, the Note B-6 Principal Balance and the Note C Principal Balance.


 






    28


     


    

 


“Note C Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the initial outstanding principal
balance of Note C, less any payments of principal thereon received by the Note C Holder or reductions in such amount pursuant to
Section 3, 4 or 5, as applicable.


 


“Note C Rate”
shall mean the Note C Rate set forth on the Mortgage Loan Schedule.


 


“Noteholder”
shall mean any of the Note A-1 Holder, the Note A-2-1 Holder, the Note A-2-2 Holder, the Note A-2-3 Holder, the Note A-3 Holder,
the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder, the Note A-8 Holder, the Note B-1 Holder, the
Note B-2 Holder, the Note B-3 Holder, the Note B-4 Holder, the Note B-5 Holder, the Note B-6 Holder and the Note C Holder, as applicable.


 


“Noteholder
Purchase Notice” has the meaning assigned to such term in Section 12.


 


“Note Pledgee”
shall have the meaning assigned to such term in Section 19(e).


 


“Note Rate”
shall mean either of the Senior Note Rate, the Note B Rate and the Note C Rate, as applicable.


 


“Note Register”
shall have the meaning assigned to such term in Section 21.


 


“OFAC”
shall mean the Office of Foreign Assets Control or, if the context requires, any successor governmental authority.


 


“Operating Advisor”
shall mean, with respect to the Mortgage Loan, the advisor appointed pursuant to Section 6(a).


 


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


 


“Penalty Charges”
shall mean any amounts collected on the Mortgage Loan from the Mortgage Loan Borrower that represent late fees and/or default interest,
and excluding any Prepayment Premiums.


 


“Percentage
Interest” shall mean, with respect to the Note A-1 Holder, the Note A-1 Percentage Interest, with respect to the Note A-2-1
Holder, the Note A-2-1 Percentage Interest, with respect to the Note A-2-2 Holder, the Note A-2-2 Percentage Interest,
with respect to the Note A-2-3 Holder, the Note A-2-3 Percentage Interest, with respect to the Note A-3 Holder,
the Note A-3 Percentage Interest, with respect to the Note A-4 Holder, the Note A-4 Percentage Interest, with respect
to the Note A-5 Holder, the Note A-5 Percentage Interest, with respect to the Note A-6 Holder, the Note A-6
Percentage Interest, with respect to the Note A-7 Holder, the Note A-7 Percentage Interest, with respect to the Note A-8
Holder, the Note A-8


 



    29


     


    

 


Percentage Interest, with respect to the Note B Holders in the aggregate, the Note B Percentage Interest,
with respect to the Note B-1 Holder, the Note B-1 Percentage Interest, with respect to the Note B-2 Holder, the Note B-2 Percentage
Interest, with respect to the Note B-3 Holder, the Note B-3 Percentage Interest, with respect to the Note B-4 Holder, the Note
B-4 Percentage Interest, with respect to the Note B-5 Holder, the Note B-5 Percentage Interest, with respect to the Note B-6 Holder,
the Note B-6 Percentage Interest, and with respect to the Note C Holder, the Note C Percentage Interest, as each may be adjusted
from time to time.


 


“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 $500,000,000,
(iii) not a Prohibited Person, (iv) not a Prohibited Entity and (v) not subject to a proceeding relating to the bankruptcy,
insolvency, reorganization or relief of debtors.


 


“Permitted Mezzanine
Lender” shall mean any Permitted Mezzanine Lender (as such term is defined in the Mortgage Loan Agreement) or the Mezzanine
Lender (as such term is defined in the Mortgage Loan Agreement).


 


“Permitted Mezzanine
Loan” shall mean any Permitted Mezzanine Loan (as such term is defined in the Mortgage Loan Agreement) or any Mezzanine
Loan (as such term is defined in the Mortgage Loan Agreement).


 


“Person”
(i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA and (ii) following the Securitization
Date, shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement.


 


“Pledge”
shall have the meaning assigned to such term in Section 19(e).


 


“Prepayment
Premium” shall mean, with respect to the Mortgage Loan, any prepayment premium, spread maintenance premium, yield maintenance
premium or similar fee required to be paid in connection with a prepayment of the Mortgage Loan pursuant to the Mortgage Loan Documents,
including any exit fee.


 


“Principal Balance”
shall mean any of the Senior Note Principal Balance, the Note B Principal Balance, the Note B-1 Principal Balance, the Note B-2
Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance, the Note B-5 Principal Balance, the Note B-6
Principal Balance or the Note C Principal Balance, as applicable.


 


“Pro Rata and
Pari Passu Basis” shall mean (a) with respect to the Senior Notes and the Senior Noteholders, the allocation of any particular
payment, collection, cost, expense, liability or other amount among such Notes or such Noteholders, as the case may be, without
any priority of any such Note or any such Noteholder over another such Note or Noteholder, as the case may be, and in any event
such that each such Note or Noteholder, as the case may be, is allocated its pro rata share of such particular payment,
collection, cost, expense, liability or other amount (such pro rata share allocable to any individual Senior Note being
equal to a fraction, the numerator of which is the Principal Balance of such individual Senior Note and the denominator of which
is the sum of the Note A-1 Principal Balance, the Note A-2-1 Principal Balance, the


 



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Note A-2-2 Principal Balance, the Note A-2-3
Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6
Principal Balance, the Note A-7 Principal Balance and the Note A-8 Principal Balance) and (b) with respect to the B Notes, the
allocation of any particular payment, collection, cost, expense, liability or other amount among such Notes or such Noteholders,
as the case may be, without any priority of any such Note or any such Noteholder over another such Note or Noteholder, as the case
may be, and in any event such that each such Note or Noteholder, as the case may be, is allocated its pro rata share of
such particular payment, collection, cost, expense, liability or other amount (such pro rata share allocable to any individual
B Note being equal to a fraction, the numerator of which is the Principal Balance of such individual B Note and the denominator
of which is the sum of the Note B-1 Principal Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance,
the Note B-4 Principal Balance, the Note B-5 Principal Balance and the Note B-6 Principal Balance).


 


“Prohibited
Entity” shall mean (i) an entity the owners of which are tenants in common, (ii) a Delaware statutory trust or (iii)
any entity capitalized with any Crowd Funding Structure.


 


“Prohibited
Person” means any Person:


 


(i)         
listed in the Annex to, or is otherwise subject to the prohibitions of, Executive Order No. 13224 on Terrorist Financing,
effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten
to Commit, or Support Terrorism or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling
legislation or other Executive Orders;


 


(ii)         that is owned or Controlled by, or acting for or on behalf of, any Person that is listed in the Annex to, or is otherwise
subject to the prohibitions of, Executive Order No. 13224;


 


(iii)        with whom a Person is prohibited from dealing or otherwise engaging in any transaction by any terrorism or money laundering
law, including Executive Order No. 13224;


 


(iv)        who commits, threatens, conspires to commit or supports “terrorism” as defined in Executive Order No. 13224;


 


(v)         that is named as a “specially designated national and blocked person” on the most current list published by
OFAC at its official website or at any replacement website or other replacement official publication of such list;


 


(vi)        that is subject to trade restrictions under United States law, including, without limitation, the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”),
115 Stat. 272 (2001), the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the
Enemy


 



    31


     


    

 


Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder;


 


(vii)       that is listed on any Government List; or


 


(viii)      who is an Affiliate (as defined in the Mortgage Loan Agreement) of any Person that is described by or that satisfies any
of clauses (i) through (vii) above.


 


“Purchasing
Noteholder” shall have the meaning set forth in Section 12.


 


“Purchased Note”
shall have the meaning set forth in Section 12.


 


“Qualified Institutional
Lender” shall mean each of the Initial Noteholders, any Senior Noteholder that is deemed to be a “Qualified Institutional
Lender” pursuant to Section 19(d) and any other Person that is:


 


(a)            an
entity Controlled by, under common Control with or Controlling any Initial Noteholder or any Senior Noteholder that is deemed
to be a “Qualified Institutional Lender” pursuant to Section 19(d), or


 


(b)           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 “institutional accredited investor” within the meaning of Regulation
D under the Securities Act of 1933, as amended, or


 


(iii)        a Qualified Trustee (or, in the case of a collateralized debt obligations (“CDO”), a single purpose bankruptcy
remote entity which contemporaneously assigns or pledges its interest in a Junior Note or a participation interest therein (or
any portion thereof or interest therein) to a Qualified Trustee) in connection with (A) a securitization of, (C) the creation of
a CDO secured by, or (C) a financing through an “owner trust” of, a Junior Note (or any portion thereof or 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 which assigned
a rating to one or more classes of securities issued in connection with a Securitization (it being understood that, with respect
to any Rating Agency that assigned such a rating to the securities issued by such Securitization Vehicle, a Rating Agency Confirmation
will not be required in connection with a transfer of a Junior Note (or any portion thereof or interest therein) to such Securitization
Vehicle (and, if DBRS is not one of such Rating


 



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Agencies, the special servicer for the Securitization
Vehicle is an Approved Servicer), except that, if one or more classes of securities issued in connection with a Securitization
is rated by Moody’s, the transferee may not rely on this clause (1) with respect to Moody’s); (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 (such entity, an “Approved Servicer”) and such Approved Servicer is required to service and
administer the Junior Notes in accordance with servicing arrangements for the assets held by such 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 clause (b)(i), (b)(ii), (b)(iv) or (b)(v) of this definition, or


 


(iv)        an investment fund, limited liability company, limited partnership or general partnership having capital and/or capital
commitments of at least $500,000,000, in which (A) a Senior Noteholder, a Note B Holder or the Note C Holder, (B) a Person that
is otherwise a Qualified Institutional Lender under clause (b)(i), (b)(ii) or (b)(v) (with respect to an institution substantially
similar to the entities referred to in clause (b)(i) or (b)(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; provided
that at least 51% of the equity interests in such investment vehicle are owned, directly or indirectly, by one or more entities
that are otherwise Qualified Institutional Lenders, or


 


(v)         an institution substantially similar to any of the foregoing entities described in clause (b)(i), (ii) or (iv) of this definition,
or


 


(vi)        a private trust established and authorized under the laws of the Republic of Korea (an “Acquiring Korean Trust”),
so long as the beneficiaries of, and owners of not less than 51% of the equity interest in, the Acquiring Korean Trust are, directly
or indirectly, Persons that are otherwise Qualified Institutional Lenders and satisfy the capital surplus/equity and total asset
requirements set forth below,


 


and, in the case of any entity referred
to in clause (b)(i), (b)(ii), (b)(iii)(A), (b)(iv)(B) or (b)(v), (x) such entity has at least $200,000,000 in capital/statutory
surplus or shareholders’ equity (except with respect to a pension advisory firm, asset manager, or similar fiduciary) and
at least $600,000,000 in total assets (in name or under management), and (y) is regularly engaged in the business of making or
owning commercial real estate loans (or interests therein) (or in the case of a pension advisory firm, asset manager or similar
fiduciary, is regularly engaged in managing investments in commercial real estate loans) similar to the Mortgage Loan or mezzanine
loans with respect to commercial real estate or owning or operating commercial real estate properties; provided that, in the case
of the entity described in clause (b)(iv)(B) and (b)(vi) above, the


 



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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


 


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


 


(d)           
any Apollo Holder, or


 


(e)            any Fund V Holder.


 


Notwithstanding the foregoing,
in no event shall any of the Persons listed in clauses (a) through (c) above be deemed Qualified Institutional Lenders to the extent
that such Person (I) is a Prohibited Person, (II) itself has been and/or any other Person owned or controlled by such Person or
affiliated with such Person has been, within the ten (10) years preceding the date of determination, the subject of any case, proceeding
or other action by or against such Person under any existing or future law of any jurisdiction relating to bankruptcy, insolvency,
reorganization or relief of debtors, or (III) is Controlled by and/or owned in any material respect by any Person(s) which have
ever been convicted of a felony.


 


“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 $100,000,000 and subject to supervision or examination by
federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or (iii) an institution whose
long-term senior unsecured debt is rated either of the then in effect top two rating categories of each of the applicable Rating
Agencies.


 


“Rating Agencies”
shall mean DBRS, Fitch, KBRA, Moody’s, Morningstar and S&P and their respective successors in interest and, 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(ies) reasonably designated by the applicable Depositor to rate the securities issued in connection with
a Securitization of any Senior Note or any portion thereof; provided, however, that, at any time during which any Senior Note or
any portion thereof is an asset of one or more Securitizations, “Rating Agencies” shall mean, with respect to any Senior
Note only those rating agencies that are engaged by the applicable Depositor(s) from time to time to rate the securities issued
in connection with such Securitization.


 


“Rating Agency
Confirmation” shall have the meaning assigned to such term or any one or more analogous terms in the Lead Securitization
Servicing Agreement or Non-Lead Servicing Agreement, as applicable.


 


“Recovered Costs”
shall mean any amounts referred to in clauses (d) and/or (e) of the definition of “Defaulted Mortgage Loan Purchase Price”
that, at the time of determination, had been previously paid or reimbursed to any Servicer from sources other than collections
on or


 



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in respect of the Mortgage Loan or the Mortgaged Property (including, without limitation, from collections on or in respect
of loans other than the Mortgage Loan).


 


“Redirection
Notice” shall have the meaning assigned to such term in Section 19(e).


 


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


 


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


 


“REO Property”
(i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA and (ii) following the Securitization
Date, shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement 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-backed 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, either (a) the applicable replacement has a special
servicer ranking of at least “MOR CS3” by Morningstar (if ranked by Morningstar) or (b) if not ranked by Morningstar,
is currently acting as a master servicer or special servicer, as applicable, on a deal or transaction-level basis for all or a
significant portion of the related mortgage loans in other CMBS transactions rated by any of S&P, Moody’s, Fitch, DBRS
or KBRA and the trustee does not have actual knowledge that Morningstar has, and the replacement special servicer certifies that
Morningstar has not, with respect to any such other CMBS transaction, qualified, downgraded or withdrawn its rating or ratings
on one or more classes of such CMBS transaction citing servicing concerns of the applicable replacement as the sole or material
factor in such rating action, (v) in the case of DBRS or KBRA, as applicable, 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 currently acting as a servicer for one
or more loans included in a commercial mortgage-backed 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 status citing the continuation of such special


 



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servicer as servicer of such commercial mortgage loans as the sole or a material factor in any downgrade or withdrawal of the ratings
(or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a transaction
serviced by such special servicer prior to the time of determination.


 


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


 


“Securitization”
shall mean any sale by the Note A-1 Holder, the Note A-2-1 Holder, the Note A-2-2 Holder, the Note A-2-3 Holder, the Note A-3 Holder,
the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder or the Note A-8 Holder, as applicable, of its
respective Note or a portion thereof to a Depositor, who will in turn include such Note or portion thereof as part of a securitization
of one or more mortgage loans.


 


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


 


“Securitization
Operating Advisor” shall mean the operating trust advisor, senior trust advisor or any analogous entity under the Lead
Securitization Servicing Agreement, if any.


 


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


 


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


 


“Selling Note”
shall have the meaning set forth in Section 12.


 


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


 


“Senior Noteholder(s)”
shall mean the Initial Senior Noteholders, or any subsequent holder of a Senior Note, together with their successors or assigns.


 


“Senior Note
Percentage Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Senior Note Principal
Balance and the denominator of which is the sum of the Senior Note Principal Balance, the Note B Principal Balance and the Note
C Principal Balance.


 


“Senior Note
Principal Balance” shall mean, at any time of determination, the Initial Senior Note Balance set forth on the Mortgage
Loan Schedule, less any payments of principal thereon received by the Senior Noteholders or reductions in such amount pursuant
to Section 3, 4 or 5, as applicable.


 


“Senior
Note Principal Portion” means, with respect to each Monthly Payment Date, the Senior Note Percentage Interest of principal
payments received with respect to the Mortgage Loan.


 






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“Senior Note
Rate” shall mean the Senior Note Rate set forth on the Mortgage Loan Schedule.


 


“Sequential
Pay Event” shall mean any Event of Default with respect to an obligation to pay money due under the Mortgage Loan, any
other Event of Default for which the Mortgage Loan is accelerated or any other Event of Default which causes the Mortgage Loan
to become a Specially Serviced Loan, or any bankruptcy or insolvency event that constitutes an Event of Default; provided,
however, that unless the Servicer under the Servicing Agreement has notice or knowledge of such event at least ten (10)
Business Days prior to the applicable distribution date, distributions will be made sequentially beginning on the subsequent distribution
date; provided, further, that the aforementioned requirement of notice or knowledge will not apply in the case of
distribution of the final proceeds of a liquidation or final disposition of the Mortgage Loan. A Sequential Pay Event shall no
longer exist or be deemed to exist, if it has been cured, including by any cure payment made by a Junior Noteholder in accordance
with the exercise of cure rights under Section 11, and shall not be deemed to exist if a Junior Noteholder is exercising its cure
rights under Section 11.


 


“Servicer”
(i) prior to the Securitization Date, shall mean Midland Loan Services, a Division of PNC Bank, National Association and (ii) following
the Securitization Date, shall mean the Master Servicer or the Special Servicer, as the context may require.


 


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


 


“Servicing Advances”
(i) prior to the Securitization Date, shall have the meaning assigned to such term in the Model PSA and (ii) following the Securitization
Date, shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or such other analogous term
used in the Lead Securitization Servicing Agreement.


 


“Servicing Agreement”
shall mean the Lead Securitization Servicing Agreement. Until such time as the Servicing Agreement is entered into, the Note A-1
Holder shall cause the Mortgage Loan to be serviced by Midland Loan Services, a Division of PNC Bank, National Association in accordance
with this Agreement and the customary and usual servicing practices of originators of commercial mortgage loans intended to be
securitized, and in all events, subject to the Servicing Standard.


 


“Servicing Fee
Rate” (i) prior to the Securitization Date, shall mean 1.5 basis points per annum and (ii) following the Securitization
Date, shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or such other analogous term
used in the Lead Securitization Servicing Agreement, provided that in no event shall the Servicing Fee Rate be more than
1.5 basis points per annum.


 


“Servicing Standard”
(i) prior to the Securitization Date, shall mean servicing the Mortgage Loan in accordance with the higher of the following standards
of care: (1) in the same manner in which, and with the same care, skill, prudence and diligence with which the Servicer, services
and administers similar mortgage loans for other third party portfolios and (2) the same


 



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care, skill, prudence and diligence with
which the Servicer, services and administers similar mortgage loans owned by the Servicer, with a view to the (A) timely recovery
of all payments or principal and interest under the Mortgage Loan or (B) in the case of a Specially Serviced Loan or an REO Property,
maximization of timely recovery of principal and interest on a net present value basis on the Mortgage Loan but without regard
to (I) any relationship which such Servicer or any Affiliate of such Servicer may have with the Mortgage Loan Borrower or any Affiliate
thereof, (II) such Servicer’s right to receive compensation for its services in connection with servicing the Mortgage Loan,
(III) the management or servicing of mortgage loan portfolios for other third parties, (IV) the obligation of such Person to make
any Servicing Advances or (IV) any indemnity obligation or right on the part of such Person or any Affiliate thereof with respect
to the Mortgage Loan; and (ii) following the Securitization Date, shall have the meaning assigned to such term in the Lead Securitization
Servicing Agreement or such other analogous term used in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


“Subordinate
Control Appraisal Period” shall exist with respect to the Mortgage Loan if and for so long as a Note B Holder Control
Appraisal Period and a Note C Holder Control Appraisal Period have occurred and are continuing.


 


“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.


 


“Threshold Event
Collateral” shall have the meaning assigned to such term in Section 5(g).


 


“Threshold Event
Cure” shall have the meaning assigned to such term in Section 5(g).


 


“Transfer”
shall mean any sale, assignment, transfer, pledge, syndication, participation, hypothecation, contribution, encumbrance or other
disposition (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other similar
agreement, excluding a Pledge in accordance with Section 19(e) prior to the realization on the applicable collateral by the
related Note Pledgee).


 






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“Trustee”
shall mean the bank or trust company as may be selected by the related Depositor and approved by the Rating Agencies to act as
trustee for the Lead Securitization, and shall include any fiscal agent and/or paying agent appointed for such Securitization.


 


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


 


“Whole Loan
Custodial Account” shall mean the custodial account or subaccount established for the Mortgage Loan pursuant to the Servicing
Agreement.


 


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


 


Section 2.           Servicing.


 


(a)  
       Each Noteholder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced
prior to the Securitization Date, as described in the definition of the Servicing Agreement and from and after the Securitization
Date (except as otherwise set forth in Section 2(f)), pursuant to the Lead Securitization Servicing Agreement; provided
that the Master Servicer shall not be obligated to make P&I Advances in respect of the Notes other than the Lead Securitization
Note (and each Non-Lead Master Servicer shall be required to advance monthly payments of principal and interest on the related
Non-Lead Securitization Note pursuant to the terms of the related Non-Lead Securitization Servicing Agreement) if such principal
or interest is not paid by the Mortgage Loan Borrower, but shall be obligated to make Servicing Advances, subject to the terms
of the Lead Securitization Servicing Agreement including any provisions governing the determination of non-recoverability. Each
Junior Noteholder acknowledges that any Senior Noteholder may elect, in its sole discretion, to include its respective Note, or
any portion thereof, in one or more Securitizations and agrees that it will, subject to Section 23, reasonably cooperate with
the applicable Senior Noteholder, at such Senior Noteholder’s expense, to effect any such Securitization. Subject to the
terms and conditions of this Agreement, each Noteholder hereby irrevocably and unconditionally consents to the appointment of the
Master Servicer, the Special Servicer, the Trustee, any Certificate Administrator, the Asset Representations Reviewer and any Securitization
Operating Advisor under the Lead Securitization Servicing Agreement by the applicable Depositor and agrees to reasonably cooperate
with the Master Servicer and the Special Servicer (and such other parties) with respect to the servicing of the Mortgage Loan in
accordance with this Agreement and the Lead Securitization Servicing Agreement. Each Noteholder hereby irrevocably appoints the
Master Servicer, the Special Servicer and the Trustee in the Lead Securitization as such Noteholder’s attorney-in-fact to
sign any documents reasonably required with respect to the


 



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administration and servicing of the Mortgage Loan on its behalf under
the Servicing Agreement (subject at all times to the rights of such Noteholder set forth herein and in the Servicing Agreement).
In no event shall the Servicing Agreement require the Servicer to enforce the rights of any Noteholder or limit the Servicer in
enforcing the rights of one Noteholder against any other Noteholder; provided, however, that this statement shall
not be construed to otherwise limit the rights of one Noteholder with respect to any other Noteholder. Each Servicer shall be required
pursuant to the Servicing Agreement to service the Mortgage Loan in accordance with the Servicing Standard, the terms of the Mortgage
Loan Documents, this Agreement, the Servicing Agreement, any intercreditor agreement and applicable law, shall provide information
to each Non-Lead Servicer to enable such Non-Lead Servicer to perform its servicing duties under the related Non-Lead Securitization
Servicing Agreement and shall not take any action or refrain from taking any action or follow any direction inconsistent with the
foregoing.


 


(b)         In no event shall any Junior Noteholder be entitled to exercise any rights of the “directing holder”, controlling
class or any analogous class or holder under the Lead Securitization Servicing Agreement except to the extent such Junior Noteholder
is given such rights expressly under the terms of this Agreement or the Lead Securitization Servicing Agreement in its capacity
as the Controlling Noteholder.


 


(c)         The Lead Securitization Servicing Agreement shall, unless otherwise agreed to by the Controlling Noteholder, contain (i) servicing
and reporting provisions (including Asset Status Reports for all Major Decisions) substantially similar in all material respects
to the servicing provisions of the Model PSA and (ii) a Servicing Standard substantially similar in all material respects
to the servicing standard in the Model PSA. In no event may the Lead Securitization Servicing Agreement change the interest
or principal allocable to, or the amount of any payments due to, the Junior Noteholders or increase the Junior Noteholders’
obligations or decrease the Junior Noteholders’ rights, remedies or protections hereunder by more than a de minimis
extent. The Lead Securitization Servicing Agreement shall require the Master Servicer and the Special Servicer to service the Mortgage
Loan in accordance with the terms of this Agreement, including the rights of the Junior Noteholders hereunder.


 


(d)         The Lead Securitization Servicing Agreement shall contain provisions to the effect that:


 


(i)          
if a Servicer Termination Event under the Lead Securitization Servicing Agreement has occurred (A) with respect to the Master
Servicer under the Lead Securitization Servicing Agreement that affects a Noteholder or any class of commercial mortgage securities
backed by a Note or a participation interest in a Note, and the Master Servicer is not otherwise terminated under the Lead Securitization
Servicing Agreement, then the Note C Holder or its designees (if the Note C Holder is the Controlling Holder) or the Note B-1 Holder
or its designees (if the Note B-1 Holder is the Controlling Holder), together with any affected Non-Lead
Securitization Noteholder, shall be entitled to direct the Trustee to appoint a sub-servicer solely with respect
to the Mortgage Loan (or if the Mortgage Loan is currently being sub-serviced, to replace the current sub-servicer, but only if
such original sub-servicer is in default under the related sub-servicing agreement); and (B) the appointment (or replacement) of
a sub-servicer with respect to


 



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the Mortgage Loan, as contemplated in clause (A) above, will in any event be subject to Rating Agency
Confirmation in connection with any Securitization;


 


(ii)         any payments received on the Mortgage Loan shall be paid by the Master Servicer to each of the Noteholders in accordance
with Section 3 and Section 4 hereof on the “master servicer remittance date” under the Lead Securitization
Servicing Agreement;


 


(iii)        the Noteholders shall be entitled to receive, and the Master Servicer and the Special Servicer shall provide, any information,
relating to the Mortgage Loan, the Mortgage Loan Borrower or the Mortgaged Property as such Person may reasonably request and would
be customarily in the possession of, or collected or known by, the Master Servicer or the Special Servicer of mortgage loans similar
to the Mortgage Loan and, in any event, all information that is required to be provided to holders of the securities issued by
the Securitization Trust that includes any Non-Lead Securitization Note (including, but not limited to, standard CREFC reports);
provided that, notwithstanding anything to the contrary contained in this Agreement, if an interest in any Junior Note or
any Junior Noteholder is held by any Mortgage Loan Borrower Related Party, then no Junior Noteholder shall be entitled to receive
the Asset Status Report or any other information relating to the Special Servicer’s workout strategy;


 


(iv)        each Noteholder is an intended third party beneficiary in respect of the rights afforded it under the Lead Securitization
Servicing Agreement and may directly enforce such rights; and


 


(v)         the Lead Securitization Servicing Agreement may not be amended without the consent of the other Noteholders if such amendment
would materially and adversely affect the other Noteholder’s rights with respect to the Mortgaged Loan (as reasonably determined
by the other Noteholders) thereunder.


 


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


 


(f)  
       At any time after the Securitization Date that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization
Servicing Agreement, the Noteholders agree to cause the Mortgage Loan to be serviced pursuant to a servicing agreement that contains
servicing provisions which are substantially similar to the Lead Securitization Servicing Agreement and all references herein to
the “Lead Securitization Servicing Agreement” shall mean such subsequent servicing agreement; provided, however, that
if any Non-Lead Securitization Note is in a Securitization, then a Rating Agency Confirmation shall have been obtained from each
Rating Agency with respect to such Securitization; provided, further, however, that until a replacement servicing agreement has
been entered into, the Lead Securitization Noteholder shall cause the Mortgage Loan to be serviced in accordance with the servicing
provisions set forth in the Lead Securitization Servicing Agreement as if such agreement was still in full force and effect with
respect to the Mortgage Loan; provided, further, however, that until a replacement servicing agreement is in place, the actual
servicing of the Mortgage Loan may be performed by any Approved Servicer appointed by the Lead


 



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Securitization Noteholder and does
not have to be performed by the service providers set forth under the Lead Securitization Servicing Agreement.


 


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


 


In addition, each Non-Lead
Securitization Noteholder (including, but not limited to, any Non-Lead Securitization Trust) shall be required to, promptly following
notice from the Master Servicer or the Special Servicer, pay or reimburse the Lead Securitization for such Non-Lead Securitization
Noteholder’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 or the Depositor
of the Lead Securitization, as applicable, is entitled to be reimbursed pursuant to the Servicing Agreement and any costs, fees
and expenses related to obtaining any Rating Agency Confirmation, to the extent amounts on deposit in the Whole Loan Custodial
Account are insufficient for reimbursement of such amounts. Each Non-Lead Securitization Noteholder agrees to indemnify (i) (as
and to the same extent the Lead Securitization Trust is required to indemnify each of the following parties in respect of other
mortgage loans in the Lead Securitization Trust pursuant to the terms of Servicing Agreement) each of the Master Servicer, the
Special Servicer, the Certificate Administrator, the Trustee, the Securitization Operating Advisor and the Depositor of the Lead
Securitization (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 Servicing Agreement in respect of other mortgage loans) and (ii) the Lead Securitization
Trust (such parties in clause (i) and the Lead Securitization Trust, collectively, the “Indemnified Parties”)
against any claims, losses, penalties, fines, forfeitures,


 



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legal fees and related costs, judgments and any other costs, liabilities,
fees and expenses incurred in connection with the servicing and administration of the Mortgage Loan and the Mortgaged Property
(or, with respect to the Securitization Operating Advisor, incurred in connection with the provision of services for the Mortgage
Loan) under the 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 Whole Loan Custodial Account are insufficient for
reimbursement of such amounts, such Non-Lead Securitization Noteholder shall be required to, promptly following notice from the
Master Servicer, the Special Servicer or the Trustee, reimburse each of the applicable Indemnified Parties for their pro rata
share of the insufficiency (including, if the related Non-Lead Securitization Note has been included in a Non-Lead Securitization,
from general collections or any other amounts from such Non-Lead Securitization Trust).


 


The master servicer under
a Non-Lead Securitization (each, a “Non-Lead Master Servicer”) may be required to make P&I Advances on the
related Non-Lead Securitization Note, from time to time, subject to the terms of the servicing agreement for the related Securitization
(each, a “Non-Lead Securitization Servicing Agreement”), the 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 Servicing Agreement. Each Non-Lead Master Servicer and the special servicer and the trustee under each Non-Lead
Securitization Servicing Agreement (each, respectively, a “Non-Lead Special Servicer” and a “Non-Lead
Trustee”), as applicable, shall be entitled to make their own recoverability determination with respect to a P&I
Advance to be made on the related Non-Lead Securitization Note based on the information that they have on hand and in accordance
with the related Non-Lead Securitization Servicing Agreement. The Master Servicer and the Trustee, as applicable, and each Non-Lead
Master Servicer or Non-Lead Trustee shall be required to notify the other of the amount of its P&I Advance within two Business
Days of making such advance. If the Master Servicer, the Special Servicer or the Trustee, as applicable (with respect to the Lead
Securitization Note) or a Non-Lead Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee, as applicable (with respect
to the related 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 Servicing Agreement, in the case of
a determination of non-recoverability by the Master Servicer, the Special Servicer or the Trustee) or a Non-Lead Master Servicer
or Non-Lead Trustee (as provided in the related Non-Lead Securitization Servicing Agreement, in the case of the a determination
of non-recoverability by such Non-Lead Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee) shall notify the Master
Servicer and the Trustee or Non-Lead Master Servicers and the Non-Lead Trustees, as the case may be, of the other Securitization(s)
on or prior to the next “master servicer remittance date” under the Lead Securitization Servicing Agreement or the
related Non-Lead Servicing Agreement, as applicable. Each of the Master Servicer, the Trustee, the Non-Lead Master Servicers and
the Non-Lead Trustees, as applicable, will only be entitled to reimbursement for a P&I Advance and advance interest thereon
that becomes non-recoverable first from the Whole Loan Custodial Account from amounts allocable


 



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to the applicable individual Senior
Note for which such P&I Advance was made, and then, if funds are insufficient, (i) in the case of the Lead Securitization Note,
from general collections of the Lead Securitization Trust, pursuant to the terms of the 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.


 


(h)          Each Non-Lead Securitization Noteholder, if the related 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)         
 the related Non-Lead Securitization Noteholder shall be responsible for its pro rata share of any Servicing Advances
(and advance interest thereon) and any additional trust fund expenses, but only to the extent that they relate to servicing and
administration of the Mortgage Loan and the Mortgaged Property, including without limitation, any unpaid special servicing fees,
liquidation fees and workout fees relating to the Mortgage Loan, and that, in the event that the funds received with respect to
each respective Note are insufficient to cover such Servicing Advances or additional trust fund expenses, (A) the applicable Non-Lead
Master Servicer will be required to, promptly following notice from the Master Servicer or the Special Servicer, pay or reimburse
the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, or the Lead Securitization Trust, as applicable,
out of general funds in the collection account (or equivalent account) established under such Non-Lead Securitization Servicing
Agreement for the related Non-Lead Securitization Noteholder’s pro rata share of any such Nonrecoverable Servicing
Advances (together with advance interest thereon) and/or additional trust fund expenses (including compensation due to the Master
Servicer and the Special Servicer to the extent related to the servicing and administration of the Mortgage Loan and the Mortgaged
Property), and (B) if the Servicing Agreement permits the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee to reimburse itself from the Lead Securitization Trust’s general account, then the Master Servicer, the Special
Servicer, the Certificate Administrator or the Trustee, as applicable, may do so, and the applicable Non-Lead Master Servicer will
be required to, promptly following notice from the Master Servicer, the Special Servicer or the Trustee, reimburse the Lead Securitization
Trust out of general funds in the collection account (or equivalent account) established under such Non-Lead Securitization Servicing
Agreement for the related Non-Lead Securitization Noteholder’s pro rata share of any such Nonrecoverable Servicing
Advances (together with advance interest thereon) and/or additional trust fund expenses (including compensation due to the Master
Servicer and the Special Servicer to the extent related to the servicing and administration of the Mortgage Loan and the Mortgaged
Property); provided that the pro rata  share payable by such Non-Lead Securitization Noteholder under this paragraph
would be determined by allocating additional trust fund expenses that represent compensation due to the Master Servicer or Special
Servicer to the Senior Notes;


 


(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 the Indemnified Parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the
terms of Servicing Agreement and, in the case of the Lead Securitization Trust, to the


 



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extent of any additional trust fund expenses
with respect to the Mortgage Loan) by the related Non-Lead Securitization Trust, against any of the Indemnified Items to the extent
of its pro rata share of such Indemnified Items, and to the extent amounts on deposit in the Whole Loan Custodial Account
that are allocated to the applicable Non-Lead Securitization Note are insufficient for reimbursement of such amounts, the applicable
Non-Lead Master Servicer will be required to reimburse each of the applicable Indemnified Parties for the related Non-Lead Securitization
Note’s pro rata share of the insufficiency out of general funds in the collection account (or equivalent account)
established under such Non-Lead Servicing Agreement;


 


(iii)         the applicable Non-Lead Master Servicer or the certificate administrator for the applicable Non-Lead Securitization will
be required to deliver to the Trustee, the Certificate Administrator, the Special Servicer, the Master Servicer and the Securitization
Operating Advisor (i) promptly following the Securitization of the related Non-Lead Securitization Note, notice of the deposit
of such Non-Lead Securitization Note into a Securitization Trust (which notice shall also provide contact information for the applicable
trustee, the applicable certificate administrator, the applicable Non-Lead Master Servicer, the applicable Non-Lead Special Servicer
and the party designated to exercise the rights of the “Non-Controlling Noteholder” with respect to the related Non-Lead
Securitization Note under this Agreement), accompanied by an executed copy of such Non-Lead Servicing Agreement and (ii) notice
of any subsequent change in the identity of the applicable Non-Lead Master Servicer or the party designated to exercise the rights
of the “Non-Controlling Noteholder” with respect to the related Non-Lead Securitization Note under this Agreement (together
with the relevant contact information);


 


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


 


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


 


(i)   
The Lead Securitization Servicing Agreement shall provide that compensating interest payments as defined therein with respect
to the Senior Notes will be allocated by the Master Servicer among the Senior Notes, pro rata, in accordance with their
respective Principal Balances. The Master Servicer shall remit any compensating interest payment in respect of a Non-Lead Securitization
Note to the related Non-Lead Securitization Noteholder.


 


Section 3.            Subordination
of Junior Notes; Payments Prior to a Sequential Pay Event.  
 Note C and the right of the Note C Holder to receive payments of interest, principal and other amounts with respect to
Note C shall at all times be junior, subject and subordinate to the Senior Notes, the B Notes and the right of the Senior Noteholders
and the Note B Holders to receive payments of interest, principal and other amounts with respect to the Senior Notes and the B
Notes, as applicable, as set forth herein. The B Notes and the right of the Note B Holders to receive payments of interest, principal
and other amounts with respect to the B Notes, shall at


 



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all times be junior, subject and subordinate to the Senior Notes and the
right of the Senior Noteholders to receive payments of interest, principal and other amounts with respect to the Senior Notes,
as set forth herein. If no Sequential Pay Event, as determined by the applicable Servicer, shall have occurred and be continuing,
all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with
the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments,
Balloon Payment, Liquidation Proceeds, proceeds under any guaranty or indemnity, letter of credit or other collateral or instrument
securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to
the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the
Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for reserves or escrows
required by the Mortgage Loan Documents to be held as reserves or escrows or received as reimbursements on account of recoveries
in respect of Advances then due and payable or reimbursable to any Servicer under the Servicing Agreement and (y) all amounts that
are then due, payable or reimbursable to any Servicer, Securitization Operating Advisor, Certificate Administrator, Asset Representations
Reviewer or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied by each Senior Noteholder
(or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments
shall be made at such times as are set forth in the Servicing Agreement):


 


(a)            first,
to the Note A-1 Holder, the Note A-2-1 Holder, the Note A-2-2 Holder, the Note A-2-3 Holder, the Note A-3 Holder, the Note A-4
Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder and the Note A-8 Holder in an amount equal to the interest
then due and payable under the Mortgage Loan Documents on the Note A-1 Principal Balance, the Note A-2-1 Principal Balance, the
Note A-2-2 Principal Balance, the Note A-2-3 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance,
the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance and the Note A-8 Principal Balance,
in each case at the Net Senior Note Rate;


 


(b)           
second, to the Senior Noteholders on a Pro Rata and Pari Passu Basis in an amount equal to all of principal payments received,
if any, with respect to any Monthly Payment Date with respect to the Mortgage Loan, until their Principal Balances have been reduced
to zero1;


 


(c)            third, up to the amount of any unreimbursed costs and expenses paid by the Note A-1 Holder, the Note A-2-1 Holder, the Note
A-2-2 Holder, the Note A-2-3 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note
A-7 Holder and/or the Note A-8 Holder, including any Recovered Costs not previously reimbursed to such Senior Noteholder (or paid
or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to
this Agreement or the Servicing Agreement;


 





 



 


1
Changes in this clause are to conform to Section 2.4.5 of the loan agreement.


 










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(d)           
fourth, to the Senior Noteholders on a Pro Rata and Pari Passu Basis in an amount equal to the aggregate of any Prepayment
Premium payable on the Senior Notes to the extent paid by the Mortgage Loan Borrower;


 


(e)            fifth, if, as a result of a Workout the Principal Balance of the Senior Notes has been reduced, to the Senior Noteholders
on a Pro Rata and Pari Passu Basis in an amount up to the reduction of the Senior Note Principal Balance as a result of such Workout,
plus interest on such amount at the Senior Note Rate;


 


(f)            
sixth, to the Note B-1 Holder, the Note B-2 Holder, the Note B-3 Holder, the Note B-4 Holder, the Note B-5 Holder and the
Note B-6 Holder in an amount equal to the interest then due and payable under the Mortgage Loan Documents on the Note B-1 Principal
Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance, the Note B-5 Principal
Balance and the Note B-6 Principal Balance, in each case at the Net Note B Rate;


 


(g)           
seventh, to the Note B Holders on a Pro Rata and Pari Passu Basis in an amount equal to the principal payments received,
if any, with respect to any Monthly Payment Date with respect to the Mortgage Loan that are remaining, until the Note B Principal
Balance has been reduced to zero after distribution to the Senior Noteholders pursuant to Section 3(b) above that are remaining;


 


(h)           
eighth, to the Note B-1 Holder, the Note B-2 Holder, the Note B-3 Holder, the Note B-4 Holder, the Note B-5 Holder and the
Note B-6 Holder on a Pro Rata and Pari Passu Basis in an amount equal to the aggregate of any Prepayment Premium payable on Note
B-1, Note B-2, Note B-3, Note B-4, Note B-5 and Note B-6 to the extent paid by the Mortgage Loan Borrower2;


 


(i)             ninth, to the extent the Note B-1 Holder, the Note B-2 Holder, the Note B-3 Holder, the Note B-4 Holder, the Note B-5 Holder
and/or the Note B-6 Holder have made any payments or advances to cure defaults pursuant to Section 11, to reimburse such Note B
Holder for all such cure payments;


 


(j)             tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts
required to be applied in accordance with the foregoing clauses (a)-(i) and, as a result of a Workout, the Principal Balance of
the B Notes has been reduced, such excess amount shall be paid to the Note B Holders on a Pro Rata and Pari Passu Basis in an amount
up to the reduction, if any, of the Note B Principal Balance as a result of such Workout, plus interest on such amount at the Note
B Rate;


 


(k)           
eleventh, to the Note C Holder in an amount equal to the interest then due and payable under the Mortgage Loan Documents
on the Note C Principal Balance at the Net Note C Rate;


 





 



 


2
Changes in this clause are to conform to Section 2.4.5 of the loan agreement.


 






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(l)             twelfth, to the Note C Holder in an amount equal to the principal payments received, if any, with respect to any Monthly
Payment Date with respect to the Mortgage Loan that are remaining, until the Note C Principal Balance has been reduced to zero
after distributions to the Senior Noteholders and the Note B Holders pursuant to Sections 3(b) and 3(g) above that
are remaining34;


 


(m)         
 thirteenth, to the Note C Holder in an amount equal to any Prepayment Premium payable on Note C to the extent paid by the
Mortgage Loan Borrower;


 


(n)           
fourteenth, to the extent the Note C Holder has made any payments or advances to cure defaults pursuant to Section 11, to
reimburse the Note C Holder for all such cure payments;


 


(o)           
fifteenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the
amounts required to be applied in accordance with the foregoing clauses (a)-(n) and, as a result of a Workout, the Principal Balance
of Note C has been reduced, such excess amount shall be paid to the Note C Holder in an amount up to the reduction, if any, of
the Note C Principal Balance as a result of such Workout, plus interest on such amount at the Note C Rate;


 


(p)           
sixteenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be
otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances,
to pay any Additional Servicing Expenses or to compensate any Servicer (in each case provided that such reimbursements or payments
relate to the Mortgage Loan or the Mortgaged Property), any such assumption or transfer fees, to the extent actually paid by the
Mortgage Loan Borrower, shall be paid to the Senior Noteholders and each Junior Noteholder, pro rata, based on their respective
Percentage Interests; and


 


(q)           
lastly, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in
accordance with the foregoing clauses (a) through (p), any remaining amount shall be paid to the Senior Noteholders and each Junior
Noteholder, pro rata, based on their respective initial Percentage Interests.


 


Section 4.            Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in
accordance with Section 3 of this Agreement; provided that, if a Sequential Pay Event, as determined by the applicable Servicer
and as set forth in the Servicing Agreement, shall have occurred and be continuing, 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 (including, without limitation, amounts received by the Master Servicer or Special Servicer pursuant
to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of
Monthly Payments, Balloon Payment, Liquidation Proceeds, proceeds under any guaranty or indemnity, letter of credit or other


 





 



 


3
Changes in this clause are to conform to Section 2.4.5 of the loan agreement.


 


4
Clause 13 was deleted because it is duplicative of clause 12.


 




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collateral
or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to
be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with
the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for reserves
or escrows required by the Mortgage Loan Documents deemed appropriate by the Servicer in accordance with the Servicing Standard
to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then
due and payable or reimbursable to any Servicer under Servicing Agreement and (y) all amounts that are then due, payable or reimbursable
to any Servicer, Securitization Operating Advisor, Certificate Administrator, Asset Representations Reviewer or Trustee with respect
to this Mortgage Loan pursuant to the Servicing Agreement with respect to the Mortgage Loan, shall be applied by the Senior Noteholder
(or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments
shall be made at such times as are set forth in the Servicing Agreement):


 


(a)            first, to the Note A-1 Holder, the Note A-2-1 Holder, the Note A-2-2 Holder, the Note A-2-3 Holder, the Note A-3 Holder,
the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder and the Note A-8 Holder, pro rata, in
an amount equal to the interest then due and payable under the Mortgage Loan Documents on the Note A-1 Principal Balance, the Note
A-2-1 Principal Balance, the Note A-2-2 Principal Balance, the Note A-2-3 Principal Balance, the Note A-3 Principal Balance, the
Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance and
the Note A-8 Principal Balance, in each case at the Net Senior Note Rate;


 


(b)           
second, to the Senior Noteholders on a Pro Rata and Pari Passu Basis in an amount equal to the Senior Note Principal Balance,
until the Senior Note Principal Balance has been reduced to zero;


 


(c)            third, up to the amount of any unreimbursed costs and expenses paid by the Note A-1 Holder, the Note A-2-1 Holder, the Note
A-2-2 Holder, the Note A-2-3 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note
A-7 Holder and/or the Note A-8 Holder, including any Recovered Costs not previously reimbursed to such Senior Noteholder (or paid
or advanced by any Servicer on its behalf and not previously paid or reimbursed) with respect to the Mortgage Loan pursuant to
this Agreement or the Servicing Agreement;


 


(d)           
fourth, to the Note A-1 Holder, the Note A-2-1 Holder, the Note A-2-2 Holder, the Note A-2-3 Holder, the Note A-3 Holder,
the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder and the Note A-8 Holder on a Pro Rata and Pari
Passu Basis in an amount equal to the aggregate of any Prepayment Premium payable on Note A-1, Note A-2-1, Note A-2-2, Note A-2-3,
Note A-3, Note A-4, Note A-5, Note A-6, Note A-7 and Note A-8 to the extent paid by the Mortgage Loan Borrower;


 


(e)            fifth, if, as a result of a Workout the Principal Balance of the Senior Notes has been reduced, to the Senior Noteholders
on a Pro Rata and Pari Passu Basis in an amount up to the reduction of the Senior Note Principal Balance as a result of such Workout,
plus interest on such amount at the Senior Note Rate;


 






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(f)            
sixth, to the Note B-1 Holder, the Note B-2 Holder, the Note B-3 Holder, the Note B-4 Holder, the Note B-5 Holder and the
Note B-6 Holder in an amount equal to the interest then due and payable under the Mortgage Loan Documents on the Note B-1 Principal
Balance, the Note B-2 Principal Balance, the Note B-3 Principal Balance, the Note B-4 Principal Balance, the Note B-5 Principal
Balance and the Note B-6 Principal Balance at the Net Note B Rate;


 


(g)           
seventh, to the Note B Holders on a Pro Rata and Pari Passu Basis in an amount equal to the Note B Principal Balance, until
the Note B Principal Balance has been reduced to zero;


 


(h)           
eighth, to the Note B Holders on a Pro Rata and Pari Passu Basis in an amount equal to any Prepayment Premium payable on
Note B-1, Note B-2, Note B-3, Note B-4, Note B-5 and Note B-6 to the extent paid by the Mortgage Loan Borrower;


 


(i)             ninth, to the extent the Note B-1 Holder, the Note B-2 Holder, the Note B-3 Holder, the Note B-4 Holder, the Note B-5 Holder
and/or the Note B-6 Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse such Note B
Holder for all such cure payments;


 


(j)             tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts
required to be applied in accordance with the foregoing clauses (a)-(i) and, as a result of a Workout the Principal Balance of
the B Notes has been reduced, such excess amount shall be paid to the Note B Holders on a Pro Rata and Pari Passu Basis in an amount
up to the reduction, if any, of the Note B Principal Balance as a result of such Workout, plus interest on such amount at the Note
B Rate;


 


(k)           
eleventh, to the Note C Holder in an amount equal to the interest then due and payable under the Mortgage Loan Documents
on the Note C Principal Balance at the Net Note C Rate;


 


(l)             twelfth, to the Note C Holder in an amount equal to the Note C Principal Balance, until the Note C Principal Balance has
been reduced to zero;


 


(m)         
 thirteenth, to the Note C Holder in an amount equal to any Prepayment Premium payable on Note C to the extent paid by the
Mortgage Loan Borrower;


 


(n)           
fourteenth, to the extent the Note C Holder has made any payments or advances to cure defaults pursuant to Section 11, to
reimburse the Note C Holder for all such cure payments;


 


(o)           
fifteenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the
amounts required to be applied in accordance with the foregoing clauses (a)-(n) and, as a result of a Workout the Principal Balance
of Note C has been reduced, such excess amount shall be paid to the Note C Holder on a Pro Rata and Pari Passu Basis in an amount
up to the reduction, if any, of the Note C Principal Balance as a result of such Workout, plus interest on such amount at the Note
C Rate;


 






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(p)           
sixteenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be
otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances,
to pay any Additional Servicing Expenses or to compensate any Servicer (in each case provided that such reimbursements or payments
relate to the Mortgage Loan or the Mortgaged Property), any such assumption or transfer fees, to the extent actually paid by the
Mortgage Loan Borrower, shall be paid to the Senior Noteholders and each Junior Noteholder, pro rata, based on their respective
Percentage Interests; and


 


(q)           
lastly, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in
accordance with the foregoing clauses (a)-(p), any remaining amount shall be paid to each Senior Noteholder and each Junior
Noteholder, pro rata, based on their respective initial Percentage Interests.


 


For clarification purposes,
Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid on the Senior Notes pursuant to Section 3
or Section 4 hereunder, shall be allocated to each Senior Noteholder on a Pro Rata and Pari Passu Basis and applied first,
to reduce, on a pro rata basis, the amounts payable on the Senior Notes 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, to reduce, on a pro rata basis, the
respective amounts payable on Senior Notes by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer
or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes by such party (if and as specified
in the Lead Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro
rata basis, the amounts payable on the Senior Notes by the amount necessary to pay additional trust fund expenses (other than
Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the
Lead Securitization Servicing Agreement) and finally, (i) in the case of the remaining amount of Penalty Charges allocable pursuant
to Section 3 or Section 4 hereunder, be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation
as provided in the Lead Securitization Servicing Agreement.


 


Penalty Charges (as defined
in the Lead Securitization Servicing Agreement) paid on the B Notes pursuant to Section 3 or Section 4 hereunder
shall be applied first, to reduce, on a pro rata basis, the amounts payable on the B Notes 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, to reduce, on a pro
rata basis, the respective amounts payable on the B Notes by the amount necessary to pay the Master Servicer, Trustee, Non-Lead
Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes by such party
(if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third,
to reduce, on a pro rata basis, the respective amounts payable on the B Notes by the amount necessary to pay additional
trust fund expenses (other than unpaid special servicing fees, workout fees and liquidation fees) incurred with respect to the
Mortgage Loan (as specified in the Lead Securitization Servicing Agreement) and finally, to be paid to the Master Servicer and/or
the


 



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Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement.


 


Penalty Charges (as defined
in the Lead Securitization Servicing Agreement) paid on Note C pursuant to Section 3 or Section 4 hereunder shall
be applied first, to reduce, on a pro rata basis, the amounts payable on Note C 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, to reduce, on a pro rata basis,
the respective amounts payable on Note C by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer
or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes by such party (if and as specified
in the Lead Securitization Servicing Agreement or any Non-Lead Servicing Agreement, as applicable), third, to reduce, on a pro
rata basis, the amounts payable on Note C by the amount necessary to pay additional trust fund expenses (other than unpaid
special servicing fees, workout fees and liquidation fees) incurred with respect to the Mortgage Loan (as specified in the Lead
Securitization Servicing Agreement) and finally, to be paid to the Master Servicer and/or the Special Servicer as additional servicing
compensation as provided in the Lead Securitization Servicing Agreement.


 


Section 5.            
Administration of the Mortgage Loan.


 


(a)            Subject to this Agreement (including, without limitation, Section 5(f) below) and the Servicing Agreement and consistent
with the Servicing Standard, the Lead Securitization Noteholder (or the Servicer acting on behalf of the Lead Securitization Noteholder)
shall have the sole and exclusive authority with respect to the administration of, and exercise of rights and remedies with respect
to, the Mortgage Loan, including, without limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan
Documents or consent to any action or failure to act by the 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, except
as provided in Section 5(f), the other Noteholders shall not have any voting, consent or other rights whatsoever with respect
to the Lead Securitization Noteholder’s administration of, or exercise of its rights and remedies with respect to, the Mortgage
Loan. Subject to this Agreement (including, without limitation, Section 5(f) below) and the Servicing Agreement, each of the other
Noteholders agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys to the Lead Securitization
Noteholder (or the Servicer acting on behalf of the Lead Securitization Noteholder) the rights, if any, that the Lead Securitization
Noteholder and the other Noteholders have to, (i) call or cause the Lead Securitization Noteholder to call an Event of Default
under the Mortgage Loan, or (ii) exercise any rights and remedies with respect to the Mortgage Loan or the Mortgage Loan Borrower,
including, without limitation, filing or causing the Lead Securitization Noteholder to file any bankruptcy petition against the
Mortgage Loan Borrower. The Lead Securitization Noteholder (or the Servicer acting on behalf of the Lead Securitization Noteholder)
shall not have any fiduciary duty to the other Noteholders in connection with the administration of the Mortgage Loan (but the
foregoing shall not relieve the Lead Securitization Noteholder from the obligation to make any disbursement of funds as set forth
herein).


 






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Each Senior Noteholder
hereby acknowledges the right and obligation of the Lead Securitization Noteholder (or the Special Servicer acting on behalf of
the Lead Securitization Noteholder), upon the Mortgage Loan becoming a Defaulted Mortgage Loan and the determination by the Special
Servicer to sell the Lead Securitization Note in accordance with the Servicing Agreement, to sell the Non-Lead Securitization Notes
together with the Lead Securitization Note, as notes evidencing the entire senior portion of the Mortgage Loan in accordance with
the terms of the Servicing Agreement. In connection with any such sale, the Special Servicer shall be required to sell such Notes
together as notes evidencing the entire senior portion of the Mortgage Loan and shall require that all offers be submitted to the
Certificate Administrator or the Special Servicer, as applicable, in accordance with the terms of the Servicing Agreement in writing.
The Trustee (based upon an updated Appraisal ordered by the Special Servicer and received by the Trustee (or ordered by the Trustee
if the Special Servicer or any of its Affiliates is an Interested Person)) shall determine whether any cash offer constitutes a
fair price for the Senior Notes (in the manner set forth in the Servicing Agreement) if the highest offeror is an Interested Person,
and any such determination by the Trustee shall be binding upon all parties. Notwithstanding the foregoing, the Lead Securitization
Noteholder (or the Special Servicer acting on behalf of the Lead Securitization Noteholder) shall not be permitted to sell the
Senior Notes without the written consent of each Non-Lead Securitization Noteholder (provided that such consent of a Non-Lead
Securitization Noteholder is not required if the related Non-Lead Securitization Note is held by the Mortgage Loan Borrower or
any Affiliate of the Mortgage Loan Borrower) unless the Special Servicer has delivered to each Non-Lead Securitization Noteholder:
(a) at least 15 Business Days prior written notice of any decision to attempt to sell the Senior Notes; (b) at least 10 days prior
to the proposed sale date, a copy of each bid package (together with any material amendments to such bid packages) received by
the Special Servicer in connection with any such proposed sale, (c) at least 10 days prior to the proposed sale date, a copy of
the most recent Appraisal for the Mortgaged Property, and any documents in the Servicing File reasonably requested by a Non-Lead
Securitization Noteholder that are material to the price of the Senior Notes 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 Subordinate Class Representative (as such term is defined
in the Servicing Agreement)) prior to the proposed sale date, all information and other documents being provided to other offerors
and all leases or other documents that are approved by the Master Servicer or the Special Servicer in connection with the proposed
sale; provided, however, that any Non-Lead Securitization Noteholder may waive any delivery or timing requirements
set forth in this sentence only for itself. Subject to the foregoing, each of the Non-Lead Securitization Noteholders and the Non-Controlling
Class Representatives shall be permitted to submit an offer at any sale of the Senior Notes unless such Person is the Mortgage
Loan Borrower or an agent or Affiliate of the Mortgage Loan Borrower.


 


Each Non-Lead Securitization
Noteholder hereby appoints the Lead Securitization Noteholder as its agent, and grants to the Lead Securitization Noteholder an
irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of soliciting and accepting offers for and
consummating the sale of the Non-Lead Securitization Notes. Each Non-Lead Securitization Noteholder further agrees that, upon the
request of the Lead Securitization Noteholder (or the Special Servicer acting on behalf of the Lead Securitization Noteholder),
such Non-Lead Securitization Noteholder shall execute and deliver to or at the direction of Lead Securitization Noteholder (or
the Special Servicer acting on behalf of the Lead Securitization Noteholder) such powers of attorney or other instruments as the
Lead Securitization Noteholder


 



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(or the Special Servicer acting on behalf of the Lead Securitization Noteholder) may reasonably
request to better assure and evidence the foregoing appointment and grant, in each case promptly following request, and shall deliver
the related original Non-Lead Securitization Note, endorsed in blank, to or at the direction of the Lead Securitization Noteholder
(or the Special Servicer acting on behalf of the Lead Securitization Noteholder) in connection with the consummation of any such
sale.


 


The authority of the
Lead Securitization Noteholder (or the Special Servicer acting on behalf of the Lead Securitization Noteholder) to sell the Non-Lead
Securitization Notes, and the obligations of the Non-Lead Securitization Noteholders to execute and deliver instruments or deliver
the original Non-Lead Securitization Notes upon request of the Lead Securitization Noteholder (or the Special Servicer acting on
behalf of the Lead Securitization Noteholder), 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 applicable Noteholder from the related trust fund established
under the Servicing Agreement in connection with a material breach of representation or warranty made by such Noteholder with respect
to the Lead Securitization Note or a material document defect with respect to the documents delivered by such Noteholder with respect
to Lead Securitization Note upon the consummation of the Lead Securitization. The preceding sentence shall not be construed to
grant to any Non-Lead Securitization Noteholder the benefit of any representation or warranty made by the Noteholder that holds
the Lead Securitization Note as of the date hereof or any document delivery obligation imposed on such Noteholder under any mortgage
loan purchase and sale agreement, instrument of transfer or other document or instrument that may be executed or delivered by such
Noteholder in connection with the Lead Securitization.


 


(b)           
The administration of the Mortgage Loan shall be governed by this Agreement and the Servicing Agreement; provided that to
the extent of any conflict between this Agreement and the Servicing Agreement, the terms of this Agreement shall control.
The Noteholders agree to be bound by the terms of the Servicing Agreement. The Lead Securitization Noteholder (or the Servicer
on its behalf) shall service the Mortgage Loan in accordance with the terms of this Agreement, including without limitation the
rights of the Junior Noteholders set forth in Section 5(f) below. After the First Securitization, servicing of the Mortgage Loan
shall generally be carried out by the Master Servicer and, if the Mortgage Loan is a Specially Serviced Loan, by the Special Servicer,
in each case pursuant to the Servicing Agreement and this Agreement. Notwithstanding anything to the contrary contained herein,
in accordance with the Servicing Agreement, the Lead Securitization Noteholder shall cause the Master Servicer and the Special
Servicer to service and administer the Mortgage Loan in accordance with the Servicing Standard, taking into account the interests
of the Lead Securitization Noteholder, the Non-Lead Securitization Noteholders and the Junior Noteholders as a collective whole
(it being understood that the interest of each Junior Noteholder is a junior Note interest, subject to the terms and conditions
of this Agreement), and any Non-Lead Securitization Noteholder or Junior Noteholder who is not a Mortgage Loan Borrower Related
Party shall be deemed a third party beneficiary of such provisions of the Servicing Agreement. The foregoing provisions of this
Section 5(b) shall not limit or modify the rights of the Controlling Noteholder and/or the Operating Advisor to exercise their
respective rights specifically set forth under this Agreement. 


 






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(c)            Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Servicing Agreement
and this Agreement (including, without limitation, Section 5(f) and Section 6) if the Servicer (on behalf of the Noteholders) in
connection with a Workout of the Mortgage Loan modifies the terms thereof such that (i) the unpaid principal balance of the
Mortgage Loan is decreased, (ii) the Interest Rate or scheduled amortization payments on such Mortgage Loan are reduced, (iii) payments
of interest or principal on the Mortgage Loan are waived, reduced or deferred, or (iv) any other adjustment (other than an
increase in the Interest Rate or increase in scheduled amortization payments) is made to any of the terms of the Mortgage Loan,
all payments to the Senior Noteholders pursuant to Section 3 and Section 4, as applicable, shall be made as though such
Workout did not occur, with the payment terms of the Senior Notes remaining the same as they are on the date hereof, the Junior
Notes shall bear the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable
to such Workout (up to the amount otherwise due on the Junior Notes). Subject to the Servicing Agreement and this Agreement (including
without limitation Section 5(f) and Section 6), in the case of any modification or amendment described above, the Servicer (on
behalf of the Noteholders) shall have the sole authority and ability to revise the payment provisions set forth in Section 3
and Section 4 above in a manner that reflects the subordination of the Junior Notes to the Senior Notes and Note C to the
B Notes, in each case with respect to the loss that is the result of such amendment or modification, including: (A) the ability
to increase the Senior Note Percentage Interest and to reduce the Note B Percentage Interest and the Note C Percentage Interest,
as applicable, in a manner that reflects a loss in principal as a result of such amendment or modification and (B) the ability
to change the Senior Note Rate, the Note B Rate and the Note C Rate, as applicable, in order to reflect a reduction in the Interest
Rate of the Mortgage Loan, but shall not be permitted to change the order of the clauses set forth in Section 3 and Section 4 hereof.
Notwithstanding the foregoing, if any Workout, modification or amendment of the Mortgage Loan extends the original maturity date
of the Mortgage Loan, for purposes of this paragraph, the Balloon Payment will be deemed not to be due on the original maturity
date of the Mortgage Loan but will be deemed due on the extended maturity date of the Mortgage Loan.


 


(d)           
All rights and obligations of the Senior Noteholders described hereunder may be exercised by the Servicer on behalf of the
Senior Noteholders in accordance with the Servicing Agreement and this Agreement. The Controlling Noteholder shall be provided
access to any website that a Privileged Person (other than a Rating Agency) would be permitted to access in accordance with the
procedures set forth in the Servicing Agreement, it being understood and agreed that the Controlling Noteholder is subject to any
restrictions on the access to such websites contained in the Servicing Agreement.


 


(e)            For so long as any Senior Note or any portion thereof is included as an asset of a REMIC, any provision of this Agreement
to the contrary notwithstanding: (i) the Mortgage Loan shall be administered such that the Senior Notes and the Junior Notes shall
each qualify at all times as (or as interests in) a “qualified mortgage” within the meaning of Section 860G(a)(3) of
the Code, (ii) any real property (and related personal property) acquired by or on behalf of the Senior Noteholders pursuant to
a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure of the Mortgage or lien on such property
following a default on the Mortgage Loan shall be administered so that the interests of the Noteholders therein shall at all times
qualify as “foreclosure property” within the meaning of Section


 



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860G(a)(8) of the Code and (iii) the Lead Securitization
Noteholder may not 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 Lead Securitization Noteholder
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 earliest startup day of any REMIC which includes any Senior Note or any portion thereof. The Noteholders
agree that the provisions of this Section 5(e) shall be effected by compliance by the Lead Securitization Noteholder or its assignees
with this Agreement or the Servicing Agreement or any other agreement which governs the administration of the Mortgage Loan or
the Lead Securitization Noteholder’s interests therein. All costs and expenses of compliance with this Section 5(e), to the
extent that such costs and expenses relate to administration of a REMIC or to any determination respecting the amount, payment
or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense, shall be borne solely by
the Senior Noteholders on a Pro Rata and Pari Passu Basis.


 


Anything herein or in
the Servicing Agreement to the contrary notwithstanding, in the event that any Senior Note or any portion thereof is included in
a REMIC, no Junior Noteholder or any Noteholder whose Note is not included in such REMIC shall be required to reimburse the Noteholder
whose Note is included in such REMIC or any other Person for payment of (i) any taxes imposed on such REMIC, (ii) any costs or
expenses relating to the administration of such REMIC or to any determination respecting the amount, payment or avoidance of any
tax under such REMIC or (iii) any advances for any of the foregoing or any interest thereon or for deficits in other items of disbursement
or income resulting from the use of funds for payment of any such taxes, costs or expenses or advances, nor shall any disbursement
or payment otherwise distributable to any other Noteholder be reduced to offset or make-up any such payment or deficit.


 


(f)   
         Except as hereinafter provided, if any consent, modification, amendment or waiver under or other action in respect of the
Mortgage Loan or the Mortgage Loan Documents (whether or not a Servicing Transfer Event has occurred and is continuing) that would
constitute a Major Decision has been requested or proposed, at least ten (10) Business Days prior to taking action with respect
to such Major Decision (or making a determination not to take action with respect to such Major Decision), the Lead Securitization
Noteholder (or the Servicer acting on its behalf) must receive the written consent of the Controlling Noteholder (or its Operating
Advisor) before implementing a decision with respect to such Major Decision; provided, that in connection with any Transfer
of direct or indirect interest in the Borrower or the Property requiring Lender consent under Section 8.2(b)(ii) of the Mortgage
Loan Agreement, the Lead Securitization Noteholder (or the Servicer acting on its behalf) must receive the written consent of all
the Noteholders prior to consenting to any such transfer; provided, further that to the extent the foregoing clause conflicts
or is inconsistent with any other term or provision of this Agreement, the foregoing clause shall control. For the avoidance of
doubt, except as hereinafter provided, the Senior Noteholders shall obtain the written consent of the Controlling Noteholder (or
its Operating Advisor) for all Major Decisions.


 


For so long as the Note
C Holder or the Note B-1 Holder is the Controlling Noteholder, if the Lead Securitization Noteholder (or the Servicer acting on
its behalf) has not


 



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received a response from the Controlling Noteholder (or its Operating Advisor) with respect to such Major Decision
within five (5) Business Days after delivery of the notice of a Major Decision, the Lead Securitization Noteholder (or the Servicer
acting on its behalf) shall deliver an additional copy of the notice of a Major Decision in all caps bold 14-point font: “This
is a Second Notice. Failure to respond within five (5) Business Days of this Second Notice will result in a loss of your right
to consent with respect to this decision.” and if the Controlling Noteholder (or its Operating Advisor) fails to respond
to the Lead Securitization Noteholder (or the Servicer acting on its behalf) with respect to any such proposed action within five
(5) Business Days after receipt of such second notice, the Controlling Noteholder (or its Operating Advisor), as applicable, shall
have no further consent rights with respect to such action.


 


Notwithstanding the foregoing,
following the occurrence of an extraordinary event with respect to any Mortgaged Property, or if a failure to take any such action
at such time would be inconsistent with the Servicing Standard, the Lead Securitization Noteholder (or the Servicer acting on its
behalf) may take actions with respect to such Mortgaged Property before obtaining the consent of the Controlling Noteholder (or
its Operating Advisor) if the Lead Securitization Noteholder (or the Servicer acting on its behalf) reasonably determines in accordance
with the Servicing Standard that failure to take such actions prior to such consent would materially and adversely affect the interest
of the Noteholders, and the Lead Securitization Noteholder (or the Servicer acting on its behalf) has made a reasonable effort
to contact the Controlling Noteholder (or its Operating Advisor). The foregoing shall not relieve the Lead Securitization Noteholder
(or the Servicer acting on its behalf) of its duties to comply with the Servicing Standard.


 


Notwithstanding the foregoing,
the Lead Securitization Noteholder (or the Servicer acting on its behalf) shall not follow any advice, consultation, decision or
direction provided by the Controlling Noteholder (or its Operating Advisor) that would require or cause the Lead Securitization
Noteholder (or the Servicer acting on its behalf) to violate any applicable law (including the REMIC Provisions), be inconsistent
with the Servicing Standard, require or cause the Lead Securitization Noteholder (or the Servicer acting on its behalf) to violate
provisions of this Agreement or the Servicing Agreement, require or cause the Lead Securitization Noteholder (or the Servicer acting
on its behalf) to violate the terms of the Mortgage Loan, or materially expand the scope of any Lead Securitization Noteholder’s
(or the Servicer’s) responsibilities under this Agreement or the Servicing Agreement.


 


(g) 
         During the continuation of a Subordinate Control Appraisal Period, the Lead Securitization Noteholder (or its Controlling
Class Representative) shall have, with respect to the Mortgage Loan, all of the same rights and powers of the Controlling Class
Representative under the Servicing Agreement with respect to the other mortgage loans included in the Lead Securitization, including
without limitation, (i) the right to consent and/or consult regarding Major Decisions and other servicing matters, (ii) the right
to advise (A) the Special Servicer with respect to all Specially Serviced Loans and (B) the Special Servicer with respect to non-Specially
Serviced Loans as to all matters for which the Master Servicer must obtain the consent (or deemed consent) of the Special Servicer,
and (iii) the right to direct the Special Servicer to take, or to refrain from taking, such other actions with respect to the Mortgage
Loan as the Controlling Class Representative may deem advisable or as to which provision is otherwise made therein, in each case
subject to the terms and conditions of the Servicing Agreement.


 






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Notwithstanding the foregoing,
the Lead Securitization Noteholder (or the Servicer acting on its behalf) shall be required to provide copies of any notice, information
and report that it is required to provide to the Controlling Class Representative pursuant to the Servicing Agreement with respect
to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage
Loan, to each Non-Controlling Noteholder (or its controlling class representative), within the same time frame it is required to
provide to the Controlling Class Representative (for this purpose, without regard to whether such items are actually required to
be provided to the Controlling Class Representative under the Servicing Agreement due to the occurrence of a Control Termination
Event (as defined in the Servicing Agreement) or a Consultation Termination Event (as defined in the Servicing Agreement)).


 


The Lead Securitization
Noteholder (or the Special Servicer on its behalf) shall be required to consult with each Non-Controlling Noteholder (or its controlling
class representative) on a strictly non-binding basis, to the extent having received such notices, information and reports, such
Non-Controlling Noteholder (or its controlling class representative) requests consultation with respect to any 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 Noteholder (or its controlling class representative); provided that after
the expiration of a period of ten (10) Business Days from the delivery to the Non-Controlling Noteholders (or their respective
controlling class representatives) by the Lead Securitization Noteholder (or the Servicer acting on its behalf) of written notice
of a proposed action, together with copies of the notice, information and report required to be provided to the Controlling Class
Representative, the Lead Securitization Noteholder (or the Servicer acting on its behalf) shall no longer be obligated to consult
with the Non-Controlling Noteholders (or their respective controlling class representatives), whether or not the Non-Controlling
Noteholders (or their respective controlling class representatives) have responded within such ten (10) Business Day period (unless,
the Lead Securitization Noteholder (or the 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 the Non-Controlling
Noteholders (or their respective controlling class representatives) set forth in the immediately preceding sentence, the Lead Securitization
Noteholder (or 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 Noteholder (or Servicer acting
on its behalf) reasonably determines in accordance with the Servicing Standard that failure to take such actions prior to consultation
would materially and adversely affect the interests of the Noteholders. In no event shall the Lead Securitization Noteholder (or
Servicer acting on its behalf) be obligated at any time to follow or take any alternative actions recommended by a Non-Controlling
Noteholder (or its controlling class representative).


 


In addition to the consultation
rights of the Non-Controlling Noteholders (or their respective controlling class representatives) provided in the immediately preceding
paragraph, the Non-Controlling Noteholders shall have the right to attend annual meetings (either telephonically or in person,
in the discretion of the Servicer) with the Lead Securitization Noteholder (or the Servicer acting on its behalf) at the offices
of the Servicer, upon reasonable


 



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notice and at times reasonably acceptable to the Servicer, during which servicing issues related
to the Mortgage Loan are discussed.


 


(h)           
The Controlling Noteholder shall be entitled to avoid its applicable Control Appraisal Period caused by application of an
Appraisal Reduction Amount (as opposed to a Control Appraisal Period that is deemed to have occurred as a result of any Mortgage
Loan Borrower Related Party holding an interest in any of Note C or Note B, as applicable, or the existence of any circumstances
that would otherwise permit any Mortgage Loan Borrower Related Party to exercise the rights of the Note C Holder or the Note B-1
Holder, as applicable, as Controlling Noteholder) upon satisfaction of the following (which must be completed within thirty (30)
days of the receipt of an Appraisal that indicates such Control Appraisal Period has occurred): (i) the Controlling Noteholder
shall have delivered as a supplement to the appraised value of the Mortgaged Property, in the amount specified in clause (ii) below,
to the Servicer, together with documentation acceptable to the Servicer in accordance with the Servicing Standard to create and
perfect a first priority security interest in favor of the Lead Securitization Noteholder in such collateral (A) cash collateral
for the benefit of, and acceptable to, the Servicer or (B) an unconditional and irrevocable standby letter of credit with the Lead
Securitization Noteholder as the beneficiary, in form reasonably acceptable to the Servicer, issued by a bank or other financial
institution the long term unsecured debt obligations of which are at all times rated at least “AA” by S&P, “A”
by Fitch and “Aa2” by Moody’s or the short term obligations of which are rated at least “A-1+” by
S&P, “F-1” by Fitch and “P-1” by Moody’s (either (A) or (B), the “Threshold Event Collateral”),
and (ii) the Threshold Event Collateral shall be in an amount which, when added to the appraised value of the Mortgaged Property
as determined pursuant to the Servicing Agreement, would cause the applicable Control Appraisal Period not to occur. If the requirements
of this paragraph are satisfied by the Controlling Noteholder (a “Threshold Event Cure”), no Control Appraisal
Period caused by application of an Appraisal Reduction Amount shall be deemed to have occurred. If a letter of credit is furnished
as Threshold Event Collateral, the applicable Controlling Noteholder shall be required to renew such letter of credit not later
than thirty (30) days prior to expiration thereof or to replace such letter of credit with cash collateral as described in clause
(A) or a new letter of credit that satisfies the requirements set forth in clause (B) with an expiration date that is greater than
forty-five (45) days from the date of such replacement; provided, however, that, if a letter of credit is not renewed
prior to thirty (30) days prior to the expiration date of such letter of credit, the letter of credit shall provide that the Servicer
may (and, at the direction of the applicable Controlling Noteholder, shall) draw upon such letter of credit and hold the proceeds
thereof as Threshold Event Collateral. If a letter of credit is furnished as Threshold Event Collateral, the applicable Controlling
Noteholder shall be required to replace such letter of credit with other Threshold Event Collateral within 30 days if the credit
rating of the issuing entity is downgraded below the applicable required rating; provided, however, that, if such
Threshold Collateral is not so replaced, the Servicer shall draw upon such letter of credit and hold the proceeds thereof as Threshold
Event Collateral. The Threshold Event Cure shall continue until (1) the appraised value of the Mortgaged Property plus the value
of the Threshold Event Collateral would not be sufficient to prevent a Control Appraisal Period from occurring; or (2) the occurrence
of a Final Recovery Determination. If the appraised value of the Mortgaged Property, upon any redetermination thereof, is sufficient
to avoid the occurrence of a Control Appraisal Period without taking into consideration any, or some portion, of Threshold Event
Collateral previously delivered by the Controlling Noteholder, all, or such portion, of Threshold Event Collateral held


 



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by the
Servicer (to the extent not required to avoid the occurrence of a Control Appraisal Period) shall promptly be returned to such
Controlling Noteholder (at its sole cost and expense). Upon a Final Recovery Determination with respect to the Mortgage Loan, such
Threshold Event Collateral shall be available to reimburse each Noteholder for any realized loss pursuant to Section 3 or 4, as
applicable, with respect to the Mortgage Loan after application of the net proceeds of liquidation, not in excess of the Senior
Note Principal Balance, the Note B Principal Balance and the Note C Principal Balance, as the case may be, plus accrued and unpaid
interest thereon at the applicable interest rate and all Additional Servicing Expenses reimbursable under this Agreement and under
the Servicing Agreement. Any Threshold Event Collateral shall be treated as an “outside reserve fund” for purposes
of the REMIC Provisions and such property (and the right to reimbursement of any amounts with respect thereto from a REMIC) shall
be beneficially owned by the posting Noteholder who shall be taxed on all income with respect thereto. The entire amount of Threshold
Event Collateral, without a haircut or other reduction, shall be considered in determining the sufficiency of such Threshold Event
Collateral to avoid a Control Appraisal Period.


 


(i)   
         The Servicer or the Special Servicer shall obtain Appraisals that meet the requirements of, and at the times required pursuant
to, the terms of the Lead Securitization Servicing Agreement. In the event that the Note C Holder or the Note B-1 Holder, as applicable,
is determined at any time of determination to no longer be the Controlling Noteholder as a result of an Appraisal Reduction Amount,
the Note C Holder or the Note B-1 Holder, as applicable, or the Operating Advisor shall have the right, at their sole expense,
to require the Special Servicer to order a second Appraisal with respect to the Mortgage Loan, provided that the request for such
second Appraisal shall be on the same terms, timing and requirements for a second Appraisal requested by an Appraised-Out Class
as set forth in the Lead Securitization Servicing Agreement. Upon receipt of such second Appraisal, the Special Servicer shall
determine, in accordance with the Servicing Standard, whether any recalculation of the Appraisal Reduction Amount is warranted,
and if so warranted, shall recalculate the Appraisal Reduction Amount based on such second Appraisal. If as a result of such recalculation,
a Control Appraisal Period is no longer deemed to exist, the Note C Holder or the Note B-1 Holder, as applicable, shall be restored
as the Controlling Noteholder as set forth in this Agreement.


 


(j)             Notwithstanding anything to the contrary contained herein or in the Servicing Agreement, if at any time the Mortgage Loan
Borrower Related Party is a Noteholder (a “Borrower Party Noteholder”), then (i) such Borrower Party Noteholder
shall not have any rights as a Controlling Noteholder or a Controlling Class Representative, (ii) such Borrower Party Noteholder
shall have no right to appoint or terminate the Master Servicer or Special Servicer, (iii) such Borrower Party Noteholder shall
have no right to consult with or advise the Master Servicer or Special Servicer, and shall have no right to review and approve
or comment on any Asset Status Report and (iv) in each and every instance where, pursuant to this Agreement or the Servicing Agreement,
the Master Servicer or Special Servicer must take into account the interests of each Noteholder (or words of similar import), such
consideration shall be given to the Borrower Party Noteholder only in its capacity as a holder of a Junior Note, and the Master
Servicer or Special Servicer (as the case may be) shall disregard the fact that the Borrower Party Noteholder is either the Mortgage
Loan Borrower or an Affiliate of the Mortgage Loan Borrower and as such, may have conflicting interests from a Noteholder (in its
capacity as a Noteholder).


 






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Section 6.            
Appointment of Operating Advisor.


 


(a)  
         The Controlling Noteholder shall have the right at any time to appoint an operating advisor to exercise its rights hereunder
(the “Operating Advisor”). The Controlling Noteholder shall have the right in its sole discretion at any time
and from time to time to remove and replace the Operating Advisor. When exercising its various rights under Section 5 and elsewhere
in this Agreement, the Controlling Noteholder may, at its option, in each case, act through the Operating Advisor. The Operating
Advisor may be any Person, including, without limitation, the Controlling Noteholder, any officer or employee of the Controlling
Noteholder, any Affiliate of the Controlling Noteholder or any other unrelated third party; provided that the Operating
Advisor may not be a Mortgage Loan Borrower Related Party. No Operating Advisor shall owe any fiduciary duty or other duty to any
Person (other than the Controlling Noteholder). All actions that are permitted to be taken by the Controlling Noteholder under
this Agreement may be taken by the Operating Advisor acting on behalf of the Controlling Noteholder and the Lead Securitization
Noteholder (or any Servicer acting on its behalf) will accept such actions of the Operating Advisor as actions of the Controlling
Noteholder. The Lead Securitization Noteholder (or any Servicer on its behalf) shall not be required to recognize any Person as
an Operating Advisor until the Controlling Noteholder has notified the Lead Securitization Noteholder (and any Servicer) of such
appointment and, if the Operating Advisor is not the same Person as the Controlling Noteholder, the Operating Advisor provides
the Lead Securitization Noteholder (and any Servicer) with written confirmation of its acceptance of such appointment, an address
and facsimile number for the delivery of notices and other correspondence and a list of officers or employees of such Person with
whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). The Lead Securitization
Noteholder shall promptly deliver such information to any Servicer.


 


(b)           
Neither the Operating Advisor nor the Controlling Noteholder shall have any liability to the other Noteholders or any other
Person for any action taken, or for refraining from the taking of any action or in the giving of any consent or the failure to
give any consent pursuant to this Agreement or the Servicing Agreement, or errors in judgment, absent any loss, liability or expense
incurred by reason of its willful misfeasance, bad faith or gross negligence. The Senior Noteholders and the Junior Noteholders
agree that the Operating Advisor and any Controlling Noteholder (whether acting in place of the Operating Advisor when no Operating
Advisor shall have been appointed hereunder or otherwise exercising any right, power or privilege granted to the Controlling Noteholder
hereunder) may take or refrain from taking actions that favor the interests of one Noteholder over any other Noteholder, and that
the Operating Advisor may have special relationships and interests that conflict with the interests of a Noteholder and, absent
willful misfeasance, bad faith or gross negligence on the part of the Operating Advisor or such Controlling Noteholder, as the
case may be, agree to take no action against the Operating Advisor, such Controlling Noteholder or any of their respective officers,
directors, employees, principals or agents as a result of such special relationships or interests, and that neither the Operating
Advisor nor such Controlling Noteholder will be deemed to have been negligent or reckless, or to have acted in bad faith or engaged
in willful misfeasance or to have recklessly disregarded any exercise of its rights by reason of its having acted or refrained
from acting solely in the interests of any Noteholder.


 






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(c)            If the Lead Securitization Noteholder is the Controlling Noteholder, the Junior Noteholders acknowledge and agree (i) all
of the aforementioned rights of the Controlling Noteholder and the Operating Advisor set forth in Section 5(f) and this Section 6
shall be exercisable by the Lead Securitization Noteholder (or the applicable Person specified in the Servicing Agreement) to the
extent set forth in the Servicing Agreement and (ii) the Controlling Class Representative of such Lead Securitization may exercise
all rights with respect to the Mortgage Loan and any decisions or consents or other powers with respect thereto as are set forth
in the Servicing Agreement.


 


If none of the Lead Securitization
Noteholder or the Junior Noteholders is the Controlling Noteholder, the Junior Noteholders acknowledge and agree all of the aforementioned
rights of the Controlling Noteholder and the Operating Advisor set forth in Section 5(f) and this Section 6 shall be exercisable
by a Senior Noteholder that is the then Controlling Noteholder pursuant to the definition of “Controlling Noteholder”
in this Agreement.


 


Section 7.            Special Servicer. The Controlling Noteholder (or its Operating Advisor), at its expense (including, without limitation,
the reasonable costs and expenses of counsel to any third parties and costs and expenses of the terminated Special Servicer), shall
have the right to appoint the Special Servicer with respect to the Mortgage Loan. The Controlling Noteholder (or its Operating
Advisor) shall be entitled to terminate the rights and obligations of the Special Servicer under the Lead Securitization Servicing
Agreement, with or without cause, upon at least ten (10) Business Days’ prior notice to the Special Servicer (provided,
however, that the Controlling Noteholder and its Operating Advisor shall not be liable for any termination or similar fee
in connection with the removal of the Special Servicer in accordance with this Section 7); such termination not be effective unless
and until: (A) each Rating Agency delivers Rating Agency Confirmation (to the extent the Mortgage Loan or any portion thereof has
been securitized); (B) the applicable successor Special Servicer has assumed in writing all of the responsibilities, duties
and liabilities of the Special Servicer under the Lead Securitization Servicing Agreement from and after the date it becomes the
Special Servicer as they relate to the Mortgage Loan pursuant to an assumption agreement reasonably satisfactory to the Trustee;
and (C) the Trustee shall have received an opinion of counsel reasonably satisfactory to the Trustee to the effect that (x) the
designation of such replacement to serve as Special Servicer is in compliance with the Servicing Agreement, (y) such replacement
will be bound by the terms of the Lead Securitization Servicing Agreement with respect to such Mortgage Loan and (z) subject
to customary qualifications and exceptions, the applicable servicing agreement will be enforceable against such replacement in
accordance with its terms. The Lead Securitization Noteholder (or the Servicer on its behalf) shall promptly provide copies to
any terminated Special Servicer of the documents referred to in the preceding sentence.


 


If a Servicer Termination
Event on the part of the Special Servicer has occurred that affects a Non-Controlling Noteholder, such Non-Controlling Noteholder
shall have the right to direct the Trustee (or, at any time that neither the Mortgage Loan nor any portion thereof is included
in a Securitization Trust, the Controlling Noteholder) 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


 



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Servicing Agreement (or at any time that the Mortgage Loan
is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the successor servicing agreement pursuant
to which the Mortgage Loan is being serviced). The Controlling Noteholder shall be entitled to appoint a replacement Special Servicer
in connection with a termination of the Special Servicer at the direction of a Non-Controlling Noteholder, subject to the satisfaction
of the requirements of the Lead Securitization Servicing Agreement and this Agreement. The Noteholders acknowledge and agree that
any successor special servicer appointed to replace the Special Servicer with respect to the Mortgage Loan that was terminated
for cause at a Non-Controlling Noteholder’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 Noteholder. The Non-Controlling Noteholder that directs
the Trustee (or, at any time that neither the Mortgage Loan nor any portion thereof is included in a Securitization Trust, the
Controlling Noteholder) to terminate the Special Servicer shall be solely responsible for reimbursing the Trustee’s or the
Controlling Noteholder’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 under the Lead Securitization Servicing Agreement.


 


For the avoidance of
doubt, in no event will the rights of the Non-Controlling Noteholders set forth in the immediately preceding paragraph in any way
limit or diminish the rights of the Controlling Noteholder otherwise set forth in this Section 7.


 


The Controlling Noteholder
agrees and acknowledges that the Lead Securitization Servicing Agreement may contain provisions such that any Special Servicer
could be terminated under the Lead Securitization Servicing Agreement based on a recommendation by the Securitization Operating
Advisor if (A) the Securitization Operating Advisor determines, in its sole discretion exercised in good faith, that (1) the Special
Servicer has failed to comply with the Servicing Standard and (2) a replacement of the Special Servicer would be in the best interest
of the holders of securities issued under the Lead Securitization Servicing Agreement (as a collective whole) and (B) an affirmative
vote of requisite certificate holders is obtained. The Controlling Noteholder will retain its right to remove and replace the Special
Servicer, but the Controlling Noteholder may not restore a Special Servicer that has been removed in accordance with the preceding
sentence.


 


Section 8.            
Payment Procedure.


 


(a)            The Lead Securitization Noteholder (or the Master Servicer, the Special Servicer or the Trustee acting on its behalf), in
accordance with the priorities set forth in Section 3 or 4, as applicable 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
“Serviced Companion Loan Custodial Account” (or the related analogous term and each as defined in the Lead Securitization
Servicing Agreement) pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Noteholder
(or the Master Servicer, the Special Servicer or the Trustee acting on its behalf) shall deposit such amounts to the applicable
account within one (1) Business Day of receipt of properly identified and available funds by the Lead Securitization Noteholder
(or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that


 



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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 payment into the applicable account within one (1) Business Day of receipt of properly identified
and available funds, 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 properly identified and available funds).


 


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


 


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


 


(d)           
Each Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage
Loan in excess of its distributable share thereof, it will promptly remit such excess to the Lead Securitization Noteholder (or
the Servicer on its behalf), who shall allocate such excess in accordance with this Agreement and the Servicing Agreement. The
Lead Securitization Noteholder (or the Servicer on its behalf) shall have the right to offset any amounts due hereunder from any
Noteholder with respect to the Mortgage Loan against any future payments due to such Noteholder under the Mortgage Loan in accordance
with this Agreement and the Servicing Agreement; provided that the obligations of any Noteholder under this Section 8 are
separate and distinct obligations from the obligations of any other Noteholder under this Section 8 and in no event shall the Lead
Securitization Noteholder (or the Servicer on its behalf) enforce the obligations of any Noteholder under this Section 8 against
any other Noteholder. The Noteholders’ obligations under this Section 8 constitute absolute, unconditional and continuing
obligations.


 






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Section 9.            Limitation on Liability of the Noteholders. The Lead Securitization Noteholder (and any Servicer acting on its behalf)
shall have no liability to the other Noteholders with respect to their respective Notes except with respect to losses actually
suffered due to the negligence, willful misconduct or breach of this Agreement on the part of the Lead Securitization Noteholder
(or any Servicer acting on its behalf); provided however, following the Securitization Date, to the extent the Servicing Agreement
imposes any other standard on any Servicer, the Servicing Agreement shall control. No other Noteholder shall have any liability
to the Lead Securitization Noteholder (or any Servicer acting on its behalf) with respect to its Note except with respect to losses
actually suffered due to the negligence, willful misconduct or breach of this Agreement on the part of such other Noteholder (or
any servicer acting on its behalf or, if applicable, its Operating Advisor).


 


Each Noteholder acknowledges
that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (and any Servicer acting
on its behalf) to comply with the Servicing Standard, the Lead Securitization Noteholder (or any Servicer acting on its behalf)
may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement and the Servicing
Agreement in a manner that may be adverse to the interests of any Noteholder and that the Lead Securitization Noteholder (and any
Servicer acting on its behalf) shall have no liability whatsoever to any Noteholder in connection with the Lead Securitization
Noteholder’s (or any Servicer’s) exercise of rights or any omission by the Lead Securitization Noteholder (or any Servicer
acting on its behalf) to exercise such rights other than as described above; provided, however, that the Servicer
must act in accordance with the Servicing Standard, and the Lead Securitization Noteholder (or any Servicer acting on its behalf)
shall not be protected against any liability to the other Noteholders that would otherwise be imposed by reason of willful misfeasance,
bad faith or negligence on the part of the Lead Securitization Noteholder (or any Servicer acting on its behalf).


 


The Lead Securitization
Noteholder and the Non-Lead Securitization Noteholders acknowledge that, subject to the terms and conditions hereof, the Junior
Noteholders may exercise, or omit to exercise, any rights that the Junior Noteholders may have under this Agreement and the Servicing
Agreement in a manner that may be adverse to the interests of the Lead Securitization Noteholder or the Non-Lead Securitization
Noteholders and that the Junior Noteholders (and any servicer acting on their behalf or, if applicable, the Operating Advisor)
shall have no liability whatsoever to the Lead Securitization Noteholder or the Non-Lead Securitization Noteholders in connection
with the exercise of rights or any omission by the Junior Noteholders to exercise such rights; provided, however,
that each of the Junior Noteholders (and any servicer acting on their behalf or, if applicable, the Operating Advisor) shall not
be protected against any liability to the Lead Securitization Noteholder or the Non-Lead Securitization Noteholders that would
otherwise be imposed by reason of willful misfeasance, bad faith or negligence on the part of such Junior Noteholders (and any
servicer acting on their behalf or, if applicable, the Operating Advisor).


 


Section 10.         
Bankruptcy. Subject to the provisions of Section 5(f) hereof, each of the Non-Lead Securitization Noteholders and
the Junior Noteholders hereby covenants and agrees that only the Lead Securitization Noteholder (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


 



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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. Subject to the provisions of Section 5(f) hereof, each of the Non-Lead
Securitization Noteholders and the Junior Noteholders further agrees that only the Lead Securitization Noteholder, as a creditor,
can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take
any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding.
Each of the Non-Lead Securitization Noteholders and the Junior Noteholders hereby appoints the Lead Securitization Noteholder as
its agent, and grants to the Lead Securitization Noteholder an irrevocable power of attorney coupled with an interest, and its
proxy, for the purpose of exercising any and all rights and taking any and all actions available to any Non-Lead Securitization
Noteholder or any Junior Noteholder 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, to 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. Each of the Non-Lead Securitization
Noteholders and the Junior Noteholders, in its capacity as such, hereby agrees that, upon the request of the Lead Securitization
Noteholder, such Noteholder shall execute, acknowledge and deliver to the Lead Securitization Noteholder all and every such further
deeds, conveyances and instruments as the Lead Securitization Noteholder may reasonably request for the better assuring and evidencing
of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject
to and must be in accordance with the Servicing Standard.


 


Section 11.          
Cure Rights of the Controlling Noteholder.


 


(a)  
         Subject to Section 11(b) below, in the event that the Mortgage Loan Borrower fails to make any payment of principal or interest
on the Mortgage Loan by the end of the applicable grace period (if any) for such payment permitted under the applicable Mortgage
Loan Documents (a “Monetary Default”), the Lead Securitization Noteholder shall provide written notice to each
Junior Noteholder and the Operating Advisor of such default (the “Monetary Default Notice”). Each Note B Holder
and the Note C Holder shall each have the right, but not the obligation, to cure such Monetary Default within seven (7) Business
Days after receiving the Monetary Default Notice (the “Cure Period”) and at no other times. The Monetary Default
Notice shall contain a statement that the Junior Noteholder(s)’ or the Operating Advisor’s failure to cure such Monetary
Default within seven (7) Business Days after receiving such notice will result in the termination of the right to cure such Monetary
Default. At the time a payment is made by one or more Junior Noteholder(s) to cure a Monetary Default, such Junior Noteholder(s)
shall pay or reimburse the Senior Noteholders and if Note C Holder is effecting such cure, the Note B Holders, for all unreimbursed
Advances (whether or not recoverable with respect to any Note), Advance Interest Amounts, any unpaid fees to any Servicer and any
Additional Servicing Expenses. No Junior Noteholder shall be required, in order to effect a cure hereunder, to pay any default
interest or late charges under the Mortgage Loan Documents. So long as a Monetary Default exists for which a cure payment permitted
hereunder is made, such Monetary Default shall not be treated as an Event of Default by the Lead Securitization


 



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Noteholder (including
for purposes of (i) the definition of “Sequential Pay Event,” (ii) accelerating the Mortgage Loan, modifying,
amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title
by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property; or (iii) treating the
Mortgage Loan as a Specially Serviced Loan); provided that such limitation shall not prevent the Lead Securitization Noteholder
from collecting default interest or late charges from the Mortgage Loan Borrower to be applied in accordance with this Agreement.
Any amounts advanced by a Noteholder on behalf of the Mortgage Loan Borrower to effect any cure shall be reimbursable to such Noteholder
under Section 3 or Section 4, as applicable.


 


(b) 
          Notwithstanding anything to the contrary contained in Section 11(a), the Junior Noteholders’ right to cure under Section
11(a) shall be limited to a combined total of (i) six (6) cures of Monetary Defaults over the term of the Mortgage Loan, no more
than four (4) of which may be consecutive, and (ii) six (6) cures of Non-Monetary Defaults over the term of the Mortgage Loan.
Additional cure periods shall only be permitted with the consent of the Lead Securitization Noteholder and, in the case of additional
cure periods requested by the Note C Holder, the Note B-1 Holder’s consent will also be required.


 


(c)  
         No action taken by a Junior Noteholder in accordance with this Agreement shall excuse performance by the Mortgage Loan Borrower
of its obligations under the Mortgage Loan Documents and the Senior Noteholders’ respective rights under the Mortgage Loan
Documents shall not be waived or prejudiced by virtue of any Junior Noteholder’s actions under this Agreement. Subject to
the terms of this Agreement, each Junior Noteholder shall be subrogated to the Senior Noteholders’ respective rights to any
payment owing to such Senior Noteholders for which such Junior Noteholder makes a cure payment as permitted under this Section
11, and the Note C Holder shall be subrogated to the Note B Holders’ respective rights to any payment owing to the Note B
Holders for with the Note C Holder make a cure payment as permitted under this Section 11, but in either case such subrogation
rights may not be exercised against the Mortgage Loan Borrower until ninety-one (91) days after the applicable Note is paid in
full.


 


(d) 
          If an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary
Default”), the Lead Securitization Noteholder shall provide written notice of such Non-Monetary Default to each Junior
Noteholder and the Operating Advisor of such Non-Monetary Default (the “Non-Monetary Default Notice”) and the
Note B Holders and the Note C Holder shall each have the right, but not the obligation, to cure such Non-Monetary Default until
the later of (a) the expiration date of the cure period afforded to the Mortgage Loan Borrower under the Mortgage Loan Documents,
without regard for the date of receipt by such Junior Noteholder(s) of the Non-Monetary Default Notice, and (b) the date which
is thirty (30) days from the date of receipt by such Junior Noteholder(s) of the Non-Monetary Default Notice related to such Non-Monetary
Default; provided, however, if such Non-Monetary Default is susceptible of cure but cannot reasonably be cured within
such period and if curative action was promptly commenced and is being diligently pursued by one or more Junior Noteholder(s),
such Junior Noteholder(s) (unless a Control Appraisal Period has and is continuing with respect to such Junior Noteholder(s)) shall
be given an additional period of time as is reasonably necessary to enable such Junior Noteholder(s) in the exercise of due diligence
to cure such Non-Monetary Default for so long as


 



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(i) such Junior Noteholder(s) diligently and expeditiously proceed to cure such
Non-Monetary Default, (ii) such Junior Noteholder(s) make all cure payments that they are permitted to make in accordance with
the terms and provisions of Section 11(a) hereof, (iii) such additional period of time does not exceed sixty (60) days, (iv) such
Non-Monetary Default is not caused by an Insolvency Proceeding or during such period of time that the Note B Holders or Note C
Holder have to cure a Non-Monetary Default in accordance with this Section 11(d) (the “Non-Monetary Default Cure Period”),
an Insolvency Proceeding does not occur, and (v) during such Non-Monetary Default Cure Period, there is no material adverse effect
on the value, use or operation of the Mortgaged Property taken as whole, which cannot be cured by the applicable Junior Noteholder(s)
within five (5) days of such notice of such material adverse effect. The Non-Monetary Default Notice shall contain a statement
that the Junior Noteholders’ or the Operating Advisor’s failure to cure such Non-Monetary Default within the applicable
Non-Monetary Default Cure Period after receiving such notice will result in the termination of the right to cure such Non-Monetary
Default. No Junior Noteholder shall contact the Mortgage Loan Borrower in order to effect any cures under Section 11(a) or this
Section 11(d) without the prior written consent of the Lead Securitization Noteholder (or the Servicer on its behalf), such consent
not to be unreasonably withheld, conditioned or delayed.


 


(e)            In
the event that both a Note B Holder and the Note C Holder deliver a notice of exercise of cure rights, the Note C Holder shall
have the right to effectuate the related cure and the right of the Note B Holders to cure shall be suspended and any cure payments
remitted by a Note B Holder shall be returned to such Note B Holder. In the case of a Non-Monetary Default, if the Note C Holder
does not consummate such cure, notice of which failure the Lead Securitization Noteholder shall promptly communicate (or cause
a Servicer to communicate) such fact to the Note B Holders, then, in the case of a failure by the Note C Holder in circumstances
in which a Note B Holder delivered a notice of exercise, such Note B Holder shall have the right to effectuate such cure within
the time period for a cure specified above.


 


Section 12.         
Purchase of the Senior Notes By the Junior Noteholders. Each of (A) the Note B Holders, and (B) the Note C Holder
shall have the right, by written notice to (x) the Senior Noteholders and (y) if the purchasing Noteholder is the Note C Holder,
the Note B Holders (a “Noteholder Purchase Notice”; the sender(s) of such notice, the “Purchasing Noteholder”;
and each recipient of such notice, a “Selling Noteholder”), subject to the rights of any Permitted Mezzanine
Lender to purchase the entire Mortgage Loan in accordance with the terms of the related intercreditor agreement, delivered at any
time an Event of Default under the Mortgage Loan or a Servicing Transfer Event has occurred and is continuing, to purchase, in
immediately available funds, (i) if the Purchasing Noteholder is a Note B Holder, the Senior Notes and (ii) if the Purchasing Noteholder
is the Note C Holder, the Senior Notes and the B Notes (each Note specified in the Noteholder Purchase Notice, a “Purchased
Note”), in whole but not in part at the applicable Defaulted Mortgage Loan Purchase Price. For avoidance of doubt, if
one or more Junior Noteholder(s) elects to send a Noteholder Purchase Notice pursuant to this Section 12, it/they must purchase
the applicable Purchased Note(s). Upon the delivery of the Noteholder Purchase Notice to the Selling Noteholder(s), the Selling
Noteholder shall sell (and the Purchasing Noteholder shall purchase) the Purchased Note(s) at the applicable Defaulted Mortgage
Loan Purchase Price, on a date (the “Defaulted Note Purchase Date”) not less than ten (10) days and not more
than sixty (60) days after the date of the Noteholder


 



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Purchase Notice, as shall be mutually established by the Purchasing Noteholder
and the Selling Noteholder(s). If more than one Note B Holder becomes a Purchasing Noteholder under this Section 12, then
each such Note B Holder shall be entitled to its pro rata interest in the portion of the Senior Notes purchased hereunder
based on the portion of the Defaulted Mortgage Loan Purchase Price paid by each such Note B Holder. The Noteholder Purchase Notice
shall contain a statement that the Purchasing Noteholder’s failure to purchase the Purchased Note(s) on a Defaulted Note
Purchase Date (other than as a result of any failure to consummate such purchase on the part of the Selling Noteholder or as a
result of the conditions giving rise to such purchase ceasing to exist) will result in the termination of such right in respect
of the Event of Default that caused such purchase right to be exercisable and not in respect of any other Event of Default. Each
Junior Noteholder agrees that the sale of any Purchased Notes to it shall comply with all requirements of the Servicing Agreement
and that all actual costs and expenses related thereto shall be paid by the applicable Purchasing Noteholder. The Defaulted Mortgage
Loan Purchase Price shall be calculated by the Selling Noteholder(s) (or the Servicer on its or their behalf) three (3) Business
Days prior to the Defaulted Note Purchase Date (and such calculation shall be accompanied by a listing of all amounts included
in the Defaulted Mortgage Loan Purchase Price and reasonably detailed back-up documentation explaining how such price was determined),
and shall, absent manifest error, be binding upon the Purchasing Noteholder. Concurrently with the payment to the Selling Noteholder(s)
in immediately available funds of the applicable Defaulted Mortgage Loan Purchase Price, each Selling Noteholder shall execute
at the sole cost and expense of the Purchasing Noteholder in favor of the Purchasing Noteholder assignment documentation which
will assign its Purchased Note and the Mortgage Loan Documents without recourse, representations or warranties (except each Selling
Noteholder will represent and warrant that it had good and marketable title to, was the sole owner and holder of, and had power
and authority to deliver its Note and all of its right, title and interest in and to the Mortgage Loan Documents free and clear
of all liens and encumbrances (other than the interest created by the Note(s) that are not the Purchased Note(s))). The right of
the Note B Holders or the Note C Holder to purchase one or more Notes as set forth above in this Section 12 shall automatically
terminate upon a foreclosure sale, sale by power of sale or acceptance of a deed in lieu of foreclosure with respect to the Mortgaged
Property (and the Lead Securitization Noteholder shall give the Junior Noteholders ten (10) Business Days’ prior written
notice of its intent with respect to such action (which such action shall be subject to Section 5 hereof)). Notwithstanding
the foregoing sentence, if title to the Mortgaged Property is transferred to the Lead Securitization Noteholder (or a designee
on its behalf), in a manner commonly known as “the borrower turning over the keys” and not otherwise in connection
with a consummation by the Lead Securitization Noteholder of a foreclosure sale or sale by power of sale or acceptance of a deed
in lieu of foreclosure, less than ten (10) Business Days after the acceleration of the Mortgage Loan, the Lead Securitization
Noteholder shall notify each Junior Noteholder of such transfer and the Note B Holders and Note C Holder shall each have a fifteen (15)
Business Day period from the date of such notice from the Lead Securitization Noteholder to deliver the Noteholder Purchase Notice
to the Lead Securitization Noteholder (and, if the Note C Holder is delivering such Noteholder Purchase Notice, to the Note B Holders),
in which case such Junior Noteholder shall be obligated to purchase the Mortgaged Property, in immediately available funds, within
such fifteen (15) Business Day period at the applicable Defaulted Mortgage Loan Purchase Price.


 


Section 13.         
Representations of the Junior Noteholders. Each Junior Noteholder represents, and it is specifically understood and
agreed, that it is acquiring its Junior


 



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


 


Each Junior Noteholder
acknowledges that the Senior Noteholders do not owe any Junior Noteholder any fiduciary duty with respect to any action taken under
the Mortgage Loan Documents and, except as provided herein, need not consult with the Junior Noteholders with respect to any action
taken by the Senior Noteholders in connection with the Mortgage Loan.


 


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


 


Section 14.         
Representations of the Senior Noteholders. Each Senior Noteholder represents and warrants that the execution, delivery
and performance of this Agreement is within its corporate powers, has been duly authorized by all necessary corporate action, and
does not contravene such Senior Noteholder’s charter or any law or contractual restriction binding upon such Senior Noteholder,
and that this Agreement is the legal, valid and binding obligation of such Senior Noteholder enforceable against such Senior Noteholder
in accordance with its terms. Each Senior Noteholder represents and warrants that it is duly organized, validly existing, in good
standing and possession of all licenses and authorizations necessary to carry on its business. Each Senior Noteholder represents
and warrants that (a) this Agreement has been duly executed and delivered by such Senior Noteholder, (b) to such Senior


 



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Noteholder’s actual knowledge, all consents, approvals, authorizations, orders or filings of or with any court or governmental
agency or body, if any, required for the execution, delivery and performance of this Agreement by such Senior Noteholder has been
obtained or made and (c) to such Senior Noteholder’s actual knowledge, there is no pending action, suit or proceeding,
arbitration or governmental investigation against such Senior Noteholder, an adverse outcome of which would materially and adversely
affect its performance under this Agreement.


 


Section 15.         
Independent Analysis of the Junior Noteholders and the Senior Noteholders. Each Junior Noteholder acknowledges that
it has, independently and without reliance upon any Senior Noteholder, except with respect to the representations and warranties
provided by the Senior Noteholders herein, and based on such documents and information as it has deemed appropriate, made its own
credit analysis and decision to originate its Junior Note and such Junior Noteholder accepts responsibility therefor. Each Junior
Noteholder hereby acknowledges that, other than the representations and warranties provided herein, the other Noteholders have
not made any representations or warranties with respect to the Mortgage Loan, and that the other Noteholders shall not have any
responsibility for (i) the collectibility of the Mortgage Loan, (ii) the validity, enforceability or legal effect of any of the
Mortgage Loan Documents or the title insurance policy or policies or any survey furnished or to be furnished to the Noteholders
in connection with the origination of the Mortgage Loan, (iii) the validity, sufficiency or effectiveness of the lien created or
to be created by the Mortgage Loan Documents, or (iv) the financial condition of the Mortgage Loan Borrower, the Guarantor or any
of their Affiliates. Each Junior Noteholder assumes all risk of loss in connection with its Junior Note except as specifically
set forth herein.


 


Each Senior Noteholder
acknowledges that it has, independently and without reliance upon any other Noteholder, except with respect to the representations
and warranties provided by such other Noteholders herein, and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to originate its Senior Note and such Senior Noteholder accepts responsibility therefor.
Each Senior Noteholder hereby acknowledges that, other than the representations and warranties provided herein, the other Noteholders
have not made any representations or warranties with respect to the Mortgage Loan, and that the other Noteholders shall not have
any responsibility for (i) the collectibility of the Mortgage Loan, (ii) the validity, enforceability or legal effect of any of
the Mortgage Loan Documents or the title insurance policy or policies or any survey furnished or to be furnished to the Noteholders
in connection with the origination of the Mortgage Loan, (iii) the validity, sufficiency or effectiveness of the lien created or
to be created by the Mortgage Loan Documents, or (iv) the financial condition of the Mortgage Loan Borrower, the Guarantor or any
of their Affiliates. Each Senior Noteholder assumes all risk of loss in connection with its Senior Note except as specifically
set forth herein.


 


Section 16.          
No Creation of a Partnership. Nothing contained in this Agreement, and no action taken pursuant hereto shall be deemed
to constitute the relationship created hereby between or among any of the Noteholders as a partnership, association, joint venture
or other entity.


 






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Section 17.          
Not a Security. The Junior Notes shall not be deemed to be securities within the meaning of the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended.


 


Section 18.         
Other Business Activities of the Noteholders. Each Junior Noteholder acknowledges that any Senior Noteholder 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 direct or indirect parent or Affiliate thereof, any property manager, any Accelerated Mezzanine Loan Lender or any Affiliate
thereof, or any Person that is a holder of a preferred equity interest in the Mortgage Loan Borrower, any principal thereof
or any Affiliate thereof (the Mortgage Loan Borrower and such other Persons, each, a “Mortgage Loan Borrower Related
Party”), and receive payments on such other loans or extensions of credit to the Mortgage Loan Borrower or such other
Persons 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 19.         
Sale of the Notes.


 


(a)           
Each Junior Noteholder agrees that it will not Transfer all or any portion of its Note except in accordance with this Section
19. Each Junior Noteholder shall have the right, without the need to obtain the consent of the Senior Noteholders or any other
Person, to Transfer 49% or less (in the aggregate) of its interest in its Note to any Person, provided that any such Transfer shall
be made in accordance with the terms of this Section 19. Each Junior Noteholder shall have the right to Transfer its
entire Note or any portion thereof exceeding 49%, (i) to a Qualified Institutional Lender, provided, that promptly after the Transfer
the Senior Noteholders (and, in the case of a Transfer of Note C, the Note B-1 Holder) is provided with (x) a representation from
a transferee or such Junior Noteholder certifying that such transferee is a Qualified Institutional Lender, and (y) a copy of the
assignment and assumption agreement referred to in Section 20 and provided further, that such transfer would not cause such
Note to be held by more than five persons nor cause there to be no one person owning a majority of such Note and (ii) to an entity
that is not a Qualified Institutional Lender, provided that with respect to this clause (ii), such Junior Noteholder obtains (1)
prior to the Lead Securitization Date, the consent of the Lead Securitization Noteholder and the Note B-1 Holder, each such consent
not to be unreasonably withheld, conditioned or delayed, and (2) after the Lead Securitization Date, Rating Agency Confirmation
(and for avoidance of doubt, no consent of the Lead Securitization Noteholder or the Note B Holders shall be required after the
closing of the Lead Securitization); provided that in each of case (1) and (2), (x) promptly after the Transfer the Senior
Noteholders are each provided with a copy of the assignment and assumption agreement referred to in Section 20 and (y) such
transfer would not cause the subject Note to be held by more than five persons; and provided further, however, that if such
transfer would cause there to be no one person owning a majority of the subject Note, then such transfer will not be permitted
unless persons owning a majority of the subject Note designate one of such persons to act on behalf of such persons owning such
majority. If the subject Note is held by more than one Noteholder at any time, the holders of a majority of the Principal Balance
of such Note, shall immediately appoint a representative to exercise all rights of such Junior Noteholder hereunder. Notwithstanding
the foregoing, without the Lead Securitization Noteholder’s prior consent, which may be withheld in the Lead Securitization
Noteholder’s sole and absolute discretion, and, in the case of a Transfer


 



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of Note C, without the Note B-1 Holder’s
prior consent, which may be withheld in the Note B-1 Holder’s sole and absolute discretion, no Junior Noteholder shall Transfer
all or any portion of its 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. Each Junior Noteholder agrees it will pay the
expenses of the Lead Securitization Noteholder (including all expenses of the Master Servicer and the Special Servicer) and the
Non-Lead Securitization Noteholders (including all expenses of the related Non-Lead Master Servicer and the related Non-Lead Special
Servicer) in connection with any such Transfer.


 


(b) 
         All Transfers under Section 19(a) shall be made upon written notice to the Senior Noteholders not later than the date of
such Transfer (and, in the case of a Transfer of Note C requiring the prior consent of the Note B Holders, upon not less than five
(5) Business Days’ prior written notice to the Note B Holders), and each transferee shall (i) execute an assignment
and assumption agreement whereby such transferee assumes all or a ratable portion, as the case may be, of the obligations of the
applicable Junior Noteholder hereunder with respect to its Note from and after the date of such assignment (or, in the case, of
a pledge, collateral assignment or other encumbrance made in accordance with Section 19(e) by such Junior Noteholder of its Note
solely as security for a loan to such Junior Noteholder made by a third-party lender whereby such Junior Noteholder remains fully
liable under this Agreement, on or before the date on which such third-party lender succeeds to the rights of such Junior Noteholder
by foreclosure or otherwise, such third-party lender executes an agreement that such lender shall be bound by the terms and provisions
of this Agreement and the obligations of such Junior Noteholder hereunder) and (ii) agree in writing to be bound by the Servicing
Agreement, unless the Servicing Agreement is not then in effect with respect to the Mortgage Loan, in which event the parties will
enter into or agree to be bound by any replacement servicing agreement therefor in accordance with the provisions hereof. Upon
the consummation of a Transfer of all or any portion of a Junior Note in accordance with this Agreement, the transferring Person
shall be released from all liability arising under this Agreement with respect to such Junior Note (or the portion thereof that
was the subject of such Transfer), for the period after the effective date of such Transfer (it being understood and agreed that
the foregoing release shall not apply in the case of a sale, assignment, transfer or other disposition of a participation interest
in the subject Junior Note as described in clause (c) below). In connection with any such permitted transfer of a portion
of a Junior Note and for all purposes of this Agreement, the Senior Noteholder need only recognize the majority holder of such
Junior Note for purposes of notices, consents and other communications between the Senior Notes, as applicable, and such majority
holder of the subject Junior Note shall be the only Person authorized hereunder to exercise any rights of such Junior Noteholder
under this Agreement; provided, however, the majority holder or a majority of the holders collectively of the subject
Junior Note may from time to time designate any other Person as an additional party entitled to receive notices, consents and other
communications and/or to exercise rights on behalf of such Junior Noteholder hereunder by delivering written notice thereof to
the Senior Noteholders, and, from and after delivery of such notice, such designee shall be so authorized hereunder and shall be
the only party entitled to receive such notices, consents and such other communications and/or to exercise such rights. The Note
B Holders hereby designate the Note B-1 Holder as the representative for all the Note B Holders.


 


(c)  
         In the case of any sale, assignment, transfer or other disposition of a participation interest in a Note, (i) such
Noteholder’s obligations under this Agreement shall


 



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remain unchanged, (ii) such Noteholder shall remain solely responsible
for the performance of such obligations, (iii) the other Noteholders and any Persons acting on their behalf shall continue
to deal solely and directly with such Noteholder in connection with such Noteholder’s rights and obligations under this Agreement
and the Servicing Agreement, and (iv) all amounts payable hereunder shall be determined as if such Noteholder had not sold such
participation interest; provided, however, that if the applicable participant is a Qualified Institutional Lender
(and delivers to the other Noteholders a certification from an authorized officer confirming its status as a Qualified Institutional
Lender), such Noteholder, by written notice to the other Noteholders, may delegate to such participant such Noteholder’s
right to exercise the rights of the Controlling Noteholder hereunder and under the Servicing Agreement; provided, further,
however, that upon the occurrence of a Note B Control Appraisal Period or a Note C Control Appraisal Period, the aforesaid
delegation of rights shall terminate and be of no further force and effect with respect to the B Notes (in the case of a Note B
Control Appraisal Period) or Note C (in the case of a Note C Control Appraisal Period).


 


(d) 
          Each Senior Noteholder agrees that it will not Transfer its Note or any portion thereof except to a
Qualified Institutional Lender in accordance with the terms of this Agreement or as otherwise permitted under this Agreement. In
connection with any such Transfer, the Transferee hereby makes each of the representations and warranties contained in Section
14 of this Agreement (except that (1) if applicable, such Transferee makes such representations and warranties only
with respect to the portion of the Note it is acquiring and (2) with respect to such representations and warranties that relate
to the execution and delivery of this Agreement, such representations and warranties shall be deemed to refer to the execution
and delivery of each document or instrument by which such Person assumed its obligations under this Agreement) and
hereby represents that it is a Qualified Institutional Lender. If a Senior Noteholder intends to Transfer its Note
(a “Transferring Senior Noteholder”) or any portion thereof to a Person that is not a Qualified Institutional
Lender, it must first obtain the consent of each other Senior Noteholder and, if any such non-Transferring Senior Noteholder’s
Note or any portion thereof is held in a Securitization Trust, a Rating Agency Confirmation with respect to the related Securitization;
provided that upon receipt of consent or Rating Agency Confirmation (as required above), such Transferee shall be deemed to be
a “Qualified Institutional Lender” for purposes of this Agreement. Notwithstanding the foregoing, without
each non-Transferring Senior Noteholder’s prior consent, and, if any such non-Transferring Senior Noteholder’s Note
or any portion thereof is held in a Securitization Trust, without a Rating Agency Confirmation with respect to the related Securitization,
no Senior Noteholder shall Transfer its Note or any portion thereof (or a participation interest in such Note) to any 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 Senior Noteholder agrees that, in connection with any Transfer that requires the consent of any non-Transferring
Senior Noteholder or a Rating Agency Confirmation, it shall pay the costs and expenses of each non-Transferring Senior Noteholder
(including all costs and expenses of each master servicer, special servicer and trustee with respect to each applicable Securitization)
and all costs and expenses relating to each applicable Rating Agency Confirmation. Notwithstanding the foregoing, a Senior Noteholder
shall have the right, without the need to obtain the consent of any other Senior Noteholder or any other Person or any Rating Agency
Confirmation, to Transfer 49% or less (in the aggregate) of its interest in its Note to any Person that is not a Mortgage Loan
Borrower Related Party. None of the provisions of this Section 19(d) shall apply in connection with (i) the
Transfer of all or any


 



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portion of any Senior Note to the Depositor for a Securitization of all or any portion of such Note, (ii)
a sale of all of the Senior Notes in accordance with the terms and conditions of the Lead Securitization Servicing
Agreement, (iii) a Transfer by the Special Servicer, in accordance with the terms of the Lead
Securitization Servicing Agreement, of the Senior Notes or the Mortgaged Properties upon the Mortgage Loan becoming a Defaulted
Mortgage Loan (pursuant to the terms of the Lead Securitization Agreement) or (iv) any issuance of certificates in
connection with any Securitization or any purchase or sale of such certificates.


 


(e)  
         Notwithstanding any other provision hereof, any Noteholder 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 Noteholder
and that is either a Qualified Institutional Lender or a financial institution whose long-term unsecured debt is rated at least
“A” (or the equivalent) or better by each Rating Agency (a “Note Pledgee”), on terms and conditions
set forth in this Section 19(e), it being further agreed that a financing provided by a Note Pledgee to a Noteholder or any
Person which Controls such Noteholder that is secured by such Noteholder’s interest in the applicable Note and is structured
as a repurchase arrangement, shall qualify as a “Pledge” hereunder, provided that (i) a Note Pledgee which is
not a Qualified Institutional Lender may not take title to the pledged Note without (a) prior to the first Securitization of any
Note, the consent of each other Noteholder and (b) after the closing of the first Securitization of any Note, Rating Agency Confirmation
and (ii) a Note Pledgee which is a Prohibited Entity may not take title to the pledged Note or more than a 49% interest in the
pledged Note. Upon written notice by the applicable Noteholder to each other Noteholder and any Servicer that a Pledge has been
effected (including the name and address of the applicable Note Pledgee), each other Noteholder agrees to acknowledge receipt of
such notice and thereafter agrees: (i) to give Note Pledgee written notice of any default by the pledging Noteholder in respect
of its obligations under this Agreement of which default such Noteholder has actual knowledge; (ii) to allow such Note Pledgee
a period of ten (10) days to cure a default by the pledging Noteholder in respect of its obligations to each other Noteholder
hereunder, but such Note Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver
or termination of this Agreement shall be effective against such Note Pledgee without the written consent of such Note Pledgee,
which consent shall not be unreasonably withheld, conditioned or delayed; (iv) that such other Noteholder shall give to such
Note Pledgee copies of any notice of default under this Agreement simultaneously with the giving of same to the pledging Noteholder
and accept any cure thereof by such Note Pledgee which such pledging Noteholder has the right (but not the obligation) to effect
hereunder, as if such cure were made by such pledging Noteholder; (v) that such other Noteholder shall deliver to Note Pledgee
such estoppel certificate(s) as Note Pledgee shall reasonably request, provided that any such certificate(s) shall be in
a form reasonably satisfactory to such other Noteholder; and (vi) that, upon written notice (a “Redirection Notice”)
to each other Noteholder and any Servicer by such Note Pledgee that the pledging Noteholder is in default, beyond any applicable
cure periods, under the pledging Noteholder’s obligations to such Note Pledgee pursuant to the applicable credit agreement
between the pledging Noteholder and such Note Pledgee (which notice need not be joined in or confirmed by the pledging Noteholder),
and until such Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee shall be entitled to receive any
payments that any Noteholder or Servicer would otherwise be obligated to pay to the pledging Noteholder from time to time pursuant
to this Agreement or any Servicing Agreement. Any pledging Noteholder hereby unconditionally and absolutely releases each other


 



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Noteholder and any Servicer from any liability to the pledging Noteholder on account of any Noteholder’s or Servicer’s
compliance with any Redirection Notice believed by any Servicer or any such other Noteholder to have been delivered by a Note Pledgee.
Note Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Noteholder to such Note Pledgee
(and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement.
In such event, the Noteholders and any Servicer shall recognize such Note Pledgee (and any transferee other than the 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 Noteholder’s
rights, remedies and obligations under this Agreement, and any such Note Pledgee or Qualified Institutional Lender shall assume
in writing the obligations of the pledging Noteholder hereunder accruing from and after such Transfer (i.e., realization upon the
collateral by such Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The rights of a Note Pledgee
under this Section 19(e) shall remain effective as to any Noteholder (and any Servicer) unless and until such Note Pledgee
shall have notified any such Noteholder (and any Servicer, as applicable) in writing that its interest in the pledged Note has
terminated.


 


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


 


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


 


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


 


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


 


(iv)         
The Conduit Credit Enhancer and the Conduit will agree that, if such Noteholder defaults under the Conduit Inventory Loan,
or if the Conduit is unable to refinance its outstanding commercial paper even if there is no default by such Noteholder, the Conduit
Credit Enhancer will purchase the Conduit Inventory Loan from the Conduit, and the Conduit will assign the pledge of such Noteholder’s
Note (or all of its rights and obligations in connection with the applicable repurchase facility with respect thereto) to the Conduit
Credit Enhancer; and


 


(v)         
 Unless the Conduit is in fact then a Qualified Institutional Lender, the Conduit will not, without obtaining the consent
of each other Noteholder and, following a Securitization, a Rating Agency Confirmation, have any greater right to acquire the interests
in the Note pledged (or sold, transferred or assigned as party of a repurchase


 



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facility) by such Noteholder, by foreclosure or
otherwise, than would any other purchaser that is not a Qualified Institutional Lender at a foreclosure sale conducted by a Note
Pledgee.


 


(g)            Notwithstanding anything to the contrary herein, (A) the Apollo Holder shall be permitted to Transfer all or any portion
of its B Notes to any trust account established by such Apollo Holder in connection with any reinsurance transaction entered into
between such Apollo Holder and the beneficiary of such trust account or to the beneficiary of any such trust account, in each case,
without the consent of the Senior Noteholder or the Note C Holder, and in each case, the provisions of this Section 19 shall not
apply to any such Transfer, provided that upon such Transfer, such Apollo Holder continues to own and control such B Note or portion
thereof, as applicable, and, upon such Transfer, if an Apollo Holder would no longer own or control such B Notes or portion thereof,
then the provisions of this Section 19 shall be applicable to such Transfer.


 


Section 20.         
Registration of Transfer. In connection with any Transfer of a Note (but, for purposes of clarification, excluding
any Pledge unless and until the applicable Note Pledgee realizes on the Note pledged in connection therewith), the applicable transferee
hereby agrees to assume all of the obligations of the applicable Noteholder hereunder with respect to such Note thereafter accruing
and agrees to be bound by the terms of this Agreement, including the restriction on Transfers set forth in Section 19, from and
after the date and time of such Transfer. 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 19 or this
Section 20. Any such purported Transfer shall be absolutely null and void and shall vest no rights in the purported Transferee.
Each Noteholder desiring to effect a Transfer shall, and does hereby agree to, indemnify the Agent and each other Noteholder against
any liability that may result if such Transfer is not made in accordance with the provisions of this Agreement. Upon a Securitization
of the Lead Securitization Note, the Certificate Administrator (or, if there is no Certificate Administrator, the Trustee) shall
automatically become and be the Agent.


 


Section 21.         
Registration of the Notes. The Agent shall keep or cause to be kept at the Agent Office books (the “Note
Register”) for the registration and Transfer of the Notes. The Agent shall serve as the initial Note registrar and the
Agent hereby accepts such appointment. The names and addresses of the holders of the Notes and the names and addresses of any Transferee
of any Note of which the Agent has received notice referred to in Section 20, shall be registered in the Note Register. The Person
in whose name a Note is so registered shall be deemed and treated as the sole owner and holder thereof for all purposes of this
Agreement, except in the case of any Initial Noteholder who may hold its Note through a nominee. Upon request of a Noteholder,
the Agent shall provide such Noteholder with the names and addresses of the other Noteholders. To the extent another Person is
appointed as the Agent, each of the Noteholders hereby designates such Person as its agent under Section 20 and this Section 21
solely for purposes of maintaining the Note Register.


 


Section 22.         
No Pledge. This Agreement shall not be deemed to represent a pledge of any interest in the Mortgage Loan by the Senior
Noteholders to the Junior Noteholders. Except as otherwise provided in this Agreement and the Servicing Agreement, each Junior


 



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Noteholder shall not have any interest in any property taken as security for the Mortgage Loan, provided, however,
that if any such property or the proceeds of any sale, lease or other disposition thereof shall be received, then the Junior Noteholders
shall be entitled to receive their share of such application in accordance with the terms of this Agreement and/or the Servicing
Agreement.


 


Section 23.         
Cooperation in Securitization.


 


(a)            Each Noteholder acknowledges that any Senior Noteholder may elect, in its sole discretion, and at its sole cost and expense,
to include its respective Senior Note in a Securitization. In connection with a Securitization and subject to the terms of the
preceding sentence, (x) at the request of the securitizing Noteholder, each non-securitizing Noteholder shall use reasonable efforts,
at the securitizing Noteholder’s expense, to satisfy, and to cooperate with the securitizing Noteholder in attempting to
cause the Mortgage Loan Borrower to satisfy, the market standards to which such securitizing Noteholder customarily adheres or
which may be reasonably required in the marketplace or by the Rating Agencies in connection with the applicable Securitization,
including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and
to cooperate with the securitizing Noteholder 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, however, that no non-securitizing Noteholder shall be required to modify or amend this Agreement or any
Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or amendment
would (i) change the interest allocable to, or the amount of any payments due to or priority of such payments, such Noteholder
or (ii) increase such Noteholder’s obligations (other than to an immaterial extent) or decrease such Noteholder’s rights,
remedies or protections (other than to an immaterial extent). In connection with a Securitization, each non-securitizing Noteholder
shall, at the sole cost and expense of the securitizing Noteholder, provide for inclusion in any disclosure document relating to
the related Securitization such information concerning such non-securitizing Noteholder and the other Notes as the securitizing
Noteholder reasonably determines to be necessary or appropriate; and (y) each non-securitizing Noteholder shall cooperate, at the
sole cost and expense of the securitizing Noteholder, with the reasonable requests of each Rating Agency and the securitizing Noteholder
in connection with a Securitization, as well as in connection with all other matters and the preparation of any offering documents
relating thereto and to review and respond reasonably promptly with respect to any information relating to it and the other Notes
in any Securitization document. Each Noteholder acknowledges that any information provided by it to a securitizing Noteholder may
be incorporated into the offering documents for a Securitization. Each securitizing Noteholder and each Rating Agency shall be
entitled to rely on the information supplied by, or on behalf of, the non-securitizing Noteholders.


 


(b)           A
securitizing Noteholder may, at its election, deliver to the other Noteholders drafts of the preliminary and final prospectus,
drafts of the preliminary and final offering memoranda and any other disclosure documents and the servicing agreement at such
time as it deems necessary or appropriate in connection with the Securitization of the related Note. Each of the non-securitizing
Noteholders may, at its election, review and comment thereon insofar as it relates to such non-securitizing Noteholder or its
Note, and, if such non-


 



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securitizing Noteholder elects to review and comment, such non-securitizing Noteholder shall review and
comment thereon as soon as possible but in no event later than two (2) Business Days of its receipt thereof, and if such non-securitizing
Noteholder fails to respond within such time, such non-securitizing Noteholder shall be deemed to have elected to not comment
thereon, provided that if such non-securitizing Noteholder elects to review and comment, any such review and comments with
respect to the final draft distributed in connection with the preparation of the preliminary and final prospectus for printing
shall be made no later than the time requested in the e-mail containing such final draft
and if such non-securitizing Noteholder fails to respond by such time period (or, prior to the
expiration of such time period, request additional time from the securitizing Noteholder),
such non-securitizing Noteholder shall be deemed to have elected to not comment thereon. In the event of any disagreement between
the securitizing Noteholder and such non-securitizing Noteholder with respect to the preliminary and final offering memoranda,
prospectus supplement, free writing prospectus or any other disclosure documents the securitizing Noteholder’s determination
shall control. A non-securitizing Noteholder has no obligation and shall have no liability with respect to any such offering documents
other than the accuracy of any comments it elects to make or refrain from making, regarding itself or its Note.


 


(c)            Notwithstanding anything herein to the contrary, the Senior Noteholders acknowledge and agree that (i) the Junior Noteholders
shall not be required to incur any out-of-pocket costs and expenses in connection with a Securitization of any Senior Note or any
portion thereof and (ii) if applicable, no Junior Noteholder shall be required to disclose any of the beneficial owners of a managed
account on behalf of which it holds such Junior Note.


 


(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 at the
Non-Lead Securitization Noteholder’s cost and expense, with the applicable Non-Lead Asset Representations Reviewer in connection
with such Asset Review by providing such Non-Lead Asset Representations Reviewer with any documents reasonably requested by such
Non-Lead Asset Representations Reviewer, but only to the extent that such documents are in the possession of the Master Servicer,
the Special Servicer, the Trustee or the Custodian, as the case may be, and are not in the possession of the Non-Lead Asset Representations
Reviewer (and the Non-Lead Asset Representations Reviewer has informed such party that it has first requested, and not received,
the documents from the master servicer, special servicer, trustee and custodian for the applicable Non-Lead Securitization).


 


Section 24.         
Governing Law; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED
TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND
DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS AND DECISIONS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES
ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.


 






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Section 25.         
Submission To Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:


 


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


 


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


 


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


 


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


 


Section 26.         
Modifications. This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed
by the parties hereto provided that for so long as any Note is contained in a Securitization Trust, the Noteholders shall not amend
or modify this Agreement without Rating Agency Confirmation from each Rating Agency then rating any securities in any Securitization;
provided that Rating Agency Confirmation shall not be required in connection with any 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 39).


 


Section 27.         
Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective successors and permitted assigns. Except as provided herein, none of the provisions
of this Agreement shall be for the benefit of or enforceable by any Person not a party hereto. Subject to Section 19 and Section
20, each Noteholder may assign its rights or obligations under this Agreement. Upon any such assignment, the assignee shall be
entitled to all rights and benefits of the applicable Senior Noteholder or Junior Noteholder, as the case may be, hereunder,


 



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including,
without limitation, the right to make further assignments and sever and resize its respective
Note (as permitted pursuant to Section 39 below).


 


Section 28.          
Counterparts; Facsimile Execution.


 


(a)  
         The words “delivery,” “execute,” “execution,” “signed,” “signature,”
and words of like import in any document executed in connection herewith shall be deemed to include electronic signatures, the
electronic matching of assignment terms and contract formations on electronic platforms, or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery
thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable
Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided, that, notwithstanding
anything contained herein to the contrary, the parties hereto are under no obligation to agree to accept electronic signatures
in any form or in any format unless expressly agreed to by the parties hereto pursuant to procedures approved by the parties hereto;
provided, further, that, without limiting the foregoing, upon the request of the either party hereto, any electronic signature
shall be promptly followed by such manually executed counterpart.


 


(b) 
          This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which
shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement constitutes
the entire contract among the parties relating to the subject matter hereof and supersedes any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective when it shall have
been executed by the parties hereto and when the parties hereto shall have received counterparts hereof that, when taken together,
bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement
by fax transmission or e-mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually
executed counterpart of this Agreement. Without limiting the foregoing, to the extent a manually executed counterpart is not specifically
required to be delivered under the terms of this Agreement, upon the request of any party, such fax transmission or e-mail transmission
shall be promptly followed by such manually executed counterpart.


 


Section 29.          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 30.         
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.


 






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Section 31.         
 Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject
matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.


 


Section 32.         
 Withholding Taxes.


 


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


 


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


 


(c)            Each Noteholder (to the extent it is not the same entity as the Lead Securitization Noteholder) represents to the Lead Securitization
Noteholder (for the benefit of the Mortgage Loan Borrower) that it is not a Non-Exempt Person and that neither the Lead Securitization
Noteholder 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 Noteholder (to the extent it is not the same entity as the Lead Securitization
Noteholder) shall deliver to the Lead Securitization Noteholder or Servicer, as applicable, evidence satisfactory to the Lead Securitization
Noteholder substantiating that such Noteholder is not a Non-Exempt Person and that the Lead


 



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


 


Section 33.         Custody
of Mortgage Loan Documents. Prior to the date of the First Securitization, the originals of all of the Mortgage Loan Documents
(other than any Notes not held by the Initial Agent) shall be held by the Initial Agent (or a custodian acting on behalf of the
Initial Agent) on behalf of the registered holders of each of the Notes. On and after the First Securitization, the originals
of all of the Mortgage Loan Documents (including the Note or Notes included in the First Securitization, but excluding the Notes
not included in the First Securitization) shall be held by the First Securitization Noteholder (or a custodian acting on behalf
of the First Securitization Noteholder) on behalf of the registered holders of the Notes, until the Note A-1 Securitization Date,
at which time, the originals of all of the Mortgage Loan Documents (other than the Notes not included in the Note A-1 Securitization)
shall be held by the Lead Securitization Noteholder (or a custodian acting on behalf of the Lead Securitization Noteholder).


 


Section 34.         
Servicing of the Loan After the Securitization Date. Pursuant to the Lead Securitization Servicing Agreement, the
Master Servicer (whose identity may change from time to time as provided in the Lead Securitization Servicing Agreement) will be
appointed as the servicer of the Mortgage Loan and the Special Servicer will be appointed as the special servicer of the Mortgage
Loan, and the parties agree that the Master Servicer and Special Servicer will service the Mortgage Loan on behalf of the Senior
Noteholders and the Junior Noteholders pursuant to the Lead Securitization Servicing Agreement and subject to the terms hereof.


 


Section 35.         
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


 



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other party by written notice given as aforesaid. All written notices so given shall be deemed effective upon receipt.


 


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


 


Section 36.          
Broker. Each Noteholder represents to each other Noteholder that no broker was responsible for bringing about this
transaction.


 


Section 37.          
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 the
representations and warranties made by any transferee in connection with a Transfer pursuant to Section 19 or otherwise
in connection with Section 19, 20 or 21;


 


(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 of the Noteholders pursuant to the provisions of this Agreement, unless it has received
an indemnity reasonably satisfactory to it;


 


(d)           
The Agent or any of its directors, officers, employees, Affiliates, agents or “control persons” within the meaning
of the Securities Act of 1933, as amended, shall not be personally liable for any action taken, suffered or omitted by it in good
faith and reasonably believed by the Agent to be authorized or within the discretion or rights or powers conferred upon it by this
Agreement;


 


(e)            The Agent shall not be bound to make any investigation into the facts or matters related to a Transfer or in connection
with Section 19, 20 or 21; and


 


(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.


 


Section 38.         
Termination of Agent. Prior to a Securitization, the Agent may be terminated at any time upon ten (10) days prior
written notice from the Note A-1 Holder. In the event that the Agent is terminated pursuant to this Section 38, all of its rights
and obligations under this Agreement shall be terminated, other than any rights or obligations that accrued prior to the date and
time of such termination.


 






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The Agent may resign
at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this
Agreement and perform the duties of the Agent hereunder. UBS AG, New York Branch, as Initial Agent, may transfer its rights and
obligations to the Servicer, as successor Agent, at any time without the consent of any Noteholder. UBS AG, New York Branch, as
Initial Agent, shall promptly and diligently attempt to cause the Servicer to act as successor Agent, and, if the Servicer declines
to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. The termination
or resignation of the Servicer, as Servicer under the Servicing Agreement, shall be deemed a termination or resignation of the
Servicer as Agent under this Agreement. Notwithstanding anything to the contrary in this Agreement, upon a Securitization of any
Senior Note or any portion thereof, the Certificate Administrator (or, if there is no Certificate Administrator, the Trustee) shall
automatically become and be the Agent.


 


Section 39.         Resizing. Notwithstanding any other provision of this Agreement, for so long as any Senior Noteholder or an affiliate
thereof (a “Securitizing/Resizing Entity”) is the owner of any Senior Note that is not included in a Securitization
(each, an “Owned Note”), such Securitizing/Resizing Entity shall have the right, subject to the terms of the
Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in either
case, “New Notes”) reallocating the principal of any 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 any such
amendment is no greater than the aggregate principal amount of the applicable Owned Note prior to such amendment, (ii) all Notes
continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Senior Notes pay on a
Pro Rata and Pari Passu Basis and such reallocated or component New Notes shall be automatically subject to the terms of this Agreement,
and (iv) the Securitizing/Resizing Entity holding the New Notes shall notify the Controlling Noteholder, the Master Servicer, the
Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts.
In connection with the foregoing (provided the conditions set forth in clauses (i) through (iv) above are satisfied, 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 Noteholders, as applicable, solely for the purpose of reflecting such reallocation of principal and if an Owned
Note is severed into more than one New Note, each New Note shall have the same rights as the respective original Owned Note and
each New Note shall be a “Note” hereunder and for purposes 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 Noteholder”
or “Non-Controlling Noteholder”, as applicable, shall be provided in the definitions of such terms in this Agreement;
provided that the Controlling Noteholder shall be entitled to designate any New Note created from the existing controlling note
to be a Non-Controlling Note hereunder.


 


[SIGNATURE PAGE FOLLOWS]


 




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


 


			
	 	UBS
                                         AG, as Note A-1 Holder
	 	 	 
	 	By:	/s/
                                         Jared Randall
	 	 	Name:
                                         Jared Randall
	 	 	Title:   Executive
                                         Director
	 	 	 
	 	By:	/s/
                                         Racquel A. C. Small
	 	 	Name:
                                         Racquel A. C. Small
	 	 	Title:   Executive Director



  





			
	 	UBS
                                         AG, as Note A-2-1 Holder
	 	 	 
	 	By:	/s/
                                         Jared Randall
	 	 	Name:
                                         Jared Randall
	 	 	Title:   Executive
                                         Director
	 	 	 
	 	By:	/s/
                                         Racquel A. C. Small
	 	 	Name:
                                         Racquel A. C. Small
	 	 	Title:   Executive Director


 





			
	 	UBS
                                         AG, as Note A-2-2 Holder
	 	 	 
	 	By:	/s/
                                         Jared Randall
	 	 	Name:
                                         Jared Randall
	 	 	Title:   Executive
                                         Director
	 	 	 
	 	By:	/s/
                                         Racquel A. C. Small
	 	 	Name:
                                         Racquel A. C. Small
	 	 	Title:   Executive Director


 


AMENDED
AND RESTATED AGREEMENT AMONG NOTE HOLDERS (COLONNADE OFFICE COMPLEX)


 






     


     


    

 





			
	 	UBS
                                         AG, as Note A-2-3 Holder
	 	 	 
	 	By:	/s/
                                         Jared Randall
	 	 	Name:
                                         Jared Randall
	 	 	Title:   Executive
                                         Director
	 	 	 
	 	By:	/s/
                                         Racquel A. C. Small
	 	 	Name:
                                         Racquel A. C. Small
	 	 	Title:   Executive Director


 





			
	 	UBS
                                         AG, as Note A-3 Holder
	 	 	 
	 	By:	/s/
                                         Jared Randall
	 	 	Name:
                                         Jared Randall
	 	 	Title:   Executive
                                         Director
	 	 	 
	 	By:	/s/
                                         Racquel A.C Small
	 	 	Name:
                                         Racquel A.C Small
	 	 	Title:   Executive Director


 





			
	 	UBS
                                         AG, as Note A-4 Holder
	 	 	 
	 	By:	/s/
                                         Jared Randall
	 	 	Name:
                                         Jared Randall
	 	 	Title:   Executive
                                         Director
	 	 	 
	 	By:	/s/
                                         Racquel A. C. Small
	 	 	Name:
                                         Racquel A. C. Small
	 	 	Title:   Executive Director


 


AMENDED
AND RESTATED AGREEMENT AMONG NOTE HOLDERS (COLONNADE OFFICE COMPLEX)


 






     


     


    

 





			
	 	UBS
                                         AG, as Note A-5 Holder
	 	 	 
	 	By:	/s/
                                         Jared Randall
	 	 	Name:
                                         Jared Randall
	 	 	Title:   Executive
                                         Director
	 	 	 
	 	By:	/s/
                                         Racquel A. C. Small
	 	 	Name:
                                         Racquel A. C. Small
	 	 	Title:   Executive Director


 





			
	 	UBS
                                         AG, as Note A-6 Holder
	 	 	 
	 	By:	/s/
                                         Jared Randall
	 	 	Name:
                                         Jared Randall
	 	 	Title:   Executive
                                         Director
	 	 	 
	 	By:	/s/
                                         Racquel A. C. Small
	 	 	Name:
                                         Racquel A. C. Small
	 	 	Title:   Executive Director


 





			
	 	UBS
                                         AG, as Note A-7 Holder
	 	 	 
	 	By:	/s/
                                         Jared Randall
	 	 	Name:
                                         Jared Randall
	 	 	Title:   Executive
                                         Director
	 	 	 
	 	By:	/s/
                                         Racquel A. C. Small
	 	 	Name:
                                         Racquel A. C. Small
	 	 	Title:   Executive Director


 





			
	 	UBS
                                         AG, as Note A-8 Holder
	 	 	 
	 	By:	/s/
                                         Jared Randall
	 	 	Name:
                                         Jared Randall
	 	 	Title:   Executive
                                         Director
	 	 	 
	 	By:	/s/
                                         Racquel A. C. Small
	 	 	Name:
                                         Racquel A. C. Small
	 	 	Title:   Executive Director


 


AMENDED
AND RESTATED AGREEMENT AMONG NOTE HOLDERS (COLONNADE OFFICE COMPLEX)


 






     


     


    

 





			
	 	THE
                                         LINCOLN NATIONAL LIFE INSURANCE COMPANY,
                                         as Note B-1 Holder
	 	 	 
	 	By:	Athene
                                         Asset Management, LLC, its investment adviser
	 	 	 
	 	By:	/s/
                                         Daniel Brown
	 	 	Name:
                                         Daniel Brown
	 	 	Title:   Senior
                                         Vice President Commercial Mortgage Lending


 





			
	 	ATHENE
                                         ANNUITY & LIFE ASSURANCE COMPANY,
                                         as Note B-2 Holder
	 	 	 
	 	By:	Athene
                                         Asset Management, LLC, its investment adviser
	 	 	 
	 	By:	/s/
                                         Daniel Brown
	 	 	Name:
                                         Daniel Brown
	 	 	Title:   Senior
                                         Vice President Commercial Mortgage Lending


 





			
	 	ATHENE
                                         ANNUITY AND LIFE ASSURANCE COMPANY,
                                         as Note B-3 Holder
	 	 	 
	 	By:	Athene
                                         Asset Management, LLC, its investment adviser
	 	 	 
	 	By:	/s/
                                         Daniel Brown
	 	 	Name:
                                         Daniel Brown
	 	 	Title:   Senior
                                         Vice President Commercial Mortgage Lending


 


AMENDED
AND RESTATED AGREEMENT AMONG NOTE HOLDERS (COLONNADE OFFICE COMPLEX)


 






     


     


    

 





			
	 	AMERICAN EQUITY
                                         INVESTMENT LIFE INSURANCE COMPANY, as
                                         Note B-4 Holder
	 	 	 
	 	By:	Athene
                                         Asset Management, LLC, its investment adviser
	 	 	 
	 	By:	/s/
                                         Daniel Brown
	 	 	Name:
                                         Daniel Brown
	 	 	Title:   Senior
                                         Vice President Commercial Mortgage Lending


 





			
	 	ATHENE
                                         ANNUITY & LIFE ASSURANCE COMPANY,
                                         as Note B-5 Holder
	 	 	 
	 	By:	Athene
                                         Asset Management, LLC, its investment adviser
	 	 	 
	 	By:	/s/
                                         Daniel Brown
	 	 	Name:
                                         Daniel Brown
	 	 	Title:   Senior
                                         Vice President Commercial Mortgage Lending


 





			
	 	ATHENE
                                         ANNUITY & LIFE ASSURANCE COMPANY,
                                         as Note B-6 Holder
	 	 	 
	 	By:	Athene
                                         Asset Management, LLC, its investment adviser
	 	 	 
	 	By:	/s/
                                         Daniel Brown
	 	 	Name:
                                         Daniel Brown
	 	 	Title:   Senior
                                         Vice President Commercial Mortgage Lending


 


AMENDED
AND RESTATED AGREEMENT AMONG NOTE HOLDERS (COLONNADE OFFICE COMPLEX)


 






     


     


    




 





			
	 	NONGHYUP
                                         BANK AS TRUSTEE FOR UP GLOBAL PRIVATE REAL ESTATE FUND V, as Note C Holder
	 	 	 
	 	By:	/s/
                                         KIM HYERIN
	 	 	Name:
                                         KIM HYERIN
	 	 	Title:   Manager
	 	 	 
	 	By:	 
	  	 	Name:
	 	 	Title:   


 


AMENDED
AND RESTATED AGREEMENT AMONG NOTE HOLDERS (COLONNADE OFFICE COMPLEX)


 




     


     


    

 


EXHIBIT A



MORTGAGE LOAN SCHEDULE


 


A.           Description of
Mortgage Loan:


 


	Mortgage Loan:	Loan Agreement, dated as of January 18, 2019, between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York, as Co-Lender, Athene Annuity and Life Company, as Co-Lender and the Mortgage Loan Borrower
	Mortgage Loan Borrower:	FPG Colonnade, LP
	Date of the Mortgage Loan and the Mortgage: 	January 18, 2019 (other than Note A-2-1, Note A-2-2 and Note A-2-3, which are dated March 25, 2019)
	Initial Principal Amount of Mortgage Loan:	$223,000,000
	Location of Mortgaged Property:	Brooklyn, New York
	Stated Maturity Date:	February 6, 2024


 


B.            Description of
Note Interests:


 


	Initial Senior Note Principal Balance:	$105,000,000
	Initial Aggregate Principal Balance of the B Notes:	$55,000,000
	Initial Note B-1 Principal Balance:	$30,000,000
	Initial Note B-2 Principal Balance:	$5,000,000
	Initial Note B-3 Principal Balance:	$5,000,000
	Initial Note B-4 Principal Balance:	$5,000,000
	Initial Note B-5 Principal Balance:	$5,000,000
	Initial Note B-6 Principal Balance:	$5,000,000
	Initial Note C Principal Balance:	$63,000,000



 






    A-1


     


    

 


	Senior Note Rate:	4.5680%
	Note B Rate:	5.250%
	Note C Rate:	6.470%
	Initial Senior Note Percentage Interest: 	47.0852017%
	Initial Note B Percentage Interest:	24.6636771%
	Initial Note B-1 Percentage Interest:	13.4529148%
	Initial Note B-2 Percentage Interest:	2.2421525%
	Initial Note B-3 Percentage Interest:	2.2421525%
	Initial Note B-4 Percentage Interest:	2.2421525%
	Initial Note B-5 Percentage Interest:	2.2421525%
	Initial Note B-6 Percentage Interest:	2.2421525%
	Initial Note C Percentage Interest:	28.2511211%





 






    A-2


     


    

 


EXHIBIT B


 


Note A-1 Holder:


 


UBS AG, by and through its branch
office at 1285 Avenue of the Americas, New York, New York


1285 Avenue of the Americas


New York, New York 10019


Attention:  Henry Chung


Email:  henry.chung@ubs.com


 


with a copy to:


 


UBS AG, by and through its branch
office at 1285 Avenue of the Americas, New York, New York


1285 Avenue of the Americas


New York, New York 10019


Attention: Chad Eisenberger


Email: chad.eisenberger@ubs.com 


 


 with a copy to: 


 


Cadwalader, Wickersham &
Taft LLP


200 Liberty Street

New York, New York 10281

Attention: Frank Polverino, Esq.

Facsimile No.: (212) 504-6666

Email: frank.polverino@cwt.com


 


Note A-2-1 Holder:


 


UBS AG, by and through its branch
office at 1285 Avenue of the Americas, New York, New York


1285 Avenue of the Americas


New York, New York 10019


Attention:  Henry Chung


Email:  henry.chung@ubs.com


 


with a copy to:


 


UBS AG, by and through its branch
office at 1285 Avenue of the Americas, New York, New York


1285 Avenue of the Americas


New York, New York 10019


Attention: Chad Eisenberger


Email: chad.eisenberger@ubs.com 


 






    C-1


     


    

 


 with a copy to: 


 


Cadwalader, Wickersham &
Taft LLP


200 Liberty Street

New York, New York 10281

Attention: Frank Polverino, Esq.

Facsimile No.: (212) 504-6666

Email: frank.polverino@cwt.com


 


Note A-2-2 Holder:


 


UBS AG, by and through its branch
office at 1285 Avenue of the Americas, New York, New York


1285 Avenue of the Americas


New York, New York 10019


Attention:  Henry Chung


Email:  henry.chung@ubs.com


 


with a copy to:


 


UBS AG, by and through its branch
office at 1285 Avenue of the Americas, New York, New York


1285 Avenue of the Americas


New York, New York 10019


Attention: Chad Eisenberger


Email: chad.eisenberger@ubs.com 


 


 with a copy to: 


 


Cadwalader, Wickersham &
Taft LLP


200 Liberty Street

New York, New York 10281

Attention: Frank Polverino, Esq.

Facsimile No.: (212) 504-6666

Email: frank.polverino@cwt.com


 


Note A-2-3 Holder:


 


UBS AG, by and through its branch
office at 1285 Avenue of the Americas, New York, New York


1285 Avenue of the Americas


New York, New York 10019


Attention:  Henry Chung


Email:  henry.chung@ubs.com


 


with a copy to:


 






    E-2


     


    

 


UBS AG, by and through its branch
office at 1285 Avenue of the Americas, New York, New York


1285 Avenue of the Americas


New York, New York 10019


Attention: Chad Eisenberger


Email: chad.eisenberger@ubs.com 


 


 with a copy to: 


 


Cadwalader, Wickersham &
Taft LLP


200 Liberty Street

New York, New York 10281

Attention: Frank Polverino, Esq.

Facsimile No.: (212) 504-6666

Email: frank.polverino@cwt.com


 


Note A-3 Holder:


 


UBS AG, by and through its branch
office at 1285 Avenue of the Americas, New York, New York


1285 Avenue of the Americas


New York, New York 10019


Attention:  Henry Chung


Email:  henry.chung@ubs.com


 


with a copy to:


 


UBS AG, by and through its branch
office at 1285 Avenue of the Americas, New York, New York


1285 Avenue of the Americas


New York, New York 10019


Attention: Chad Eisenberger


Email: chad.eisenberger@ubs.com 


 


 with a copy to: 


 


Cadwalader, Wickersham &
Taft LLP


200 Liberty Street

New York, New York 10281

Attention: Frank Polverino, Esq.

Facsimile No.: (212) 504-6666

Email: frank.polverino@cwt.com


 


Note A-4 Holder:


 


UBS AG, by and through its branch
office at 1285 Avenue of the Americas, New York, New York


 






    E-3


     


    

 


1285 Avenue of the Americas


New York, New York 10019


Attention:  Henry Chung


Email:  henry.chung@ubs.com


 


with a copy to:


 


UBS AG, by and through its branch
office at 1285 Avenue of the Americas, New York, New York


1285 Avenue of the Americas


New York, New York 10019


Attention: Chad Eisenberger


Email: chad.eisenberger@ubs.com 


 


 with a copy to: 


 


Cadwalader, Wickersham &
Taft LLP


200 Liberty Street

New York, New York 10281

Attention: Frank Polverino, Esq.

Facsimile No.: (212) 504-6666

Email: frank.polverino@cwt.com


 


Note A-5 Holder:


 


UBS AG, by and through its branch
office at 1285 Avenue of the Americas, New York, New York


1285 Avenue of the Americas


New York, New York 10019


Attention:  Henry Chung


Email:  henry.chung@ubs.com


 


with a copy to:


 


UBS AG, by and through its branch
office at 1285 Avenue of the Americas, New York, New York


1285 Avenue of the Americas


New York, New York 10019


Attention: Chad Eisenberger


Email: chad.eisenberger@ubs.com 


 


 with a copy to: 


 


Cadwalader, Wickersham &
Taft LLP


200 Liberty Street

New York, New York 10281

Attention: Frank Polverino, Esq.



 






    E-4


     


    

 


Facsimile No.: (212) 504-6666

Email: frank.polverino@cwt.com


 


Note A-6 Holder:


 


UBS AG, by and through its branch
office at 1285 Avenue of the Americas, New York, New York


1285 Avenue of the Americas


New York, New York 10019


Attention:  Henry Chung


Email:  henry.chung@ubs.com


 


with a copy to:


 


UBS AG, by and through its branch
office at 1285 Avenue of the Americas, New York, New York


1285 Avenue of the Americas


New York, New York 10019


Attention: Chad Eisenberger


Email: chad.eisenberger@ubs.com 


 


 with a copy to: 


 


Cadwalader, Wickersham &
Taft LLP


200 Liberty Street

New York, New York 10281

Attention: Frank Polverino, Esq.

Facsimile No.: (212) 504-6666

Email: frank.polverino@cwt.com


 


Note A-7 Holder:


 


UBS AG, by and through its branch
office at 1285 Avenue of the Americas, New York, New York


1285 Avenue of the Americas


New York, New York 10019


Attention:  Henry Chung


Email:  henry.chung@ubs.com


 


with a copy to:


 


UBS AG, by and through its branch
office at 1285 Avenue of the Americas, New York, New York


1285 Avenue of the Americas


New York, New York 10019


Attention: Chad Eisenberger


Email: chad.eisenberger@ubs.com 


 






    E-5


     


    

 


 with a copy to: 


 


Cadwalader, Wickersham &
Taft LLP


200 Liberty Street

New York, New York 10281

Attention: Frank Polverino, Esq.

Facsimile No.: (212) 504-6666

Email: frank.polverino@cwt.com


 


Note A-8 Holder:


 


UBS AG, by and through its branch
office at 1285 Avenue of the Americas, New York, New York


1285 Avenue of the Americas


New York, New York 10019


Attention:  Henry Chung


Email:  henry.chung@ubs.com


 


with a copy to:


 


UBS AG, by and through its branch
office at 1285 Avenue of the Americas, New York, New York


1285 Avenue of the Americas


New York, New York 10019


Attention: Chad Eisenberger


Email: chad.eisenberger@ubs.com 


 


 with a copy to: 


 


Cadwalader, Wickersham &
Taft LLP


200 Liberty Street

New York, New York 10281

Attention: Frank Polverino, Esq.

Facsimile No.: (212) 504-6666

Email: frank.polverino@cwt.com


 


Note B-1 Holder:


 


c/o Athene Asset Management LLC


2121 Rosecrans Ave, Suite 5300


El Segundo, CA 90245


Attn: Daniel Brown


 


with a copy to:


 


Athene Asset Management LLC


2121 Rosecrans Ave, Suite 5300


 






    E-6


     


    

 


El Segundo, CA 90245


Attn: Angelo Lombardo, Esq.


 


with a copy to:


Apollo Global Management


9 West 57th Street, Floor 43


New York, NY 10019


Attn: Jay Jablonski


 


Note B-2 Holder:


 


c/o Athene Asset Management LLC


2121 Rosecrans Ave, Suite 5300


El Segundo, CA 90245


Attn: Daniel Brown


 


with
a copy to:


Athene Asset Management LLC


2121 Rosecrans Ave, Suite 5300


El Segundo, CA 90245


Attn: Angelo Lombardo, Esq.


 


with
a copy to:


Apollo Global Management


9 West 57th Street, Floor 43


New York, NY 10019


Attn: Jay Jablonski


 


Note B-3 Holder:


 


c/o Athene Asset Management LLC


2121 Rosecrans Ave, Suite 5300


El Segundo, CA 90245


Attn: Daniel Brown


 


with a copy to:


Athene Asset Management LLC


2121 Rosecrans Ave, Suite 5300


El Segundo, CA 90245


Attn: Angelo Lombardo, Esq.


 


with a copy to:


Apollo Global Management


9 West 57th Street, Floor 43


New York, NY 10019


Attn: Jay Jablonski


 






    E-7


     


    

 


Note B-4 Holder:


 


c/o Athene Asset Management LLC


2121 Rosecrans Ave, Suite 5300


El Segundo, CA 90245


Attn: Daniel Brown


 


with a copy to:


Athene Asset Management LLC


2121 Rosecrans Ave, Suite 5300


El Segundo, CA 90245


Attn: Angelo Lombardo, Esq.


 


with a copy to:


Apollo Global Management


9 West 57th Street, Floor 43


New York, NY 10019


Attn: Jay Jablonski


 


Note B-5 Holder:


 


c/o Athene Asset Management LLC


2121 Rosecrans Ave, Suite 5300


El Segundo, CA 90245


Attn: Daniel Brown


 


with a copy to:


Athene Asset Management LLC


2121 Rosecrans Ave, Suite 5300


El Segundo, CA 90245


Attn: Angelo Lombardo, Esq.


 


with a copy to:


Apollo Global Management


9 West 57th Street, Floor 43


New York, NY 10019


Attn: Jay Jablonski


 


Note B-6 Holder:


 


c/o Athene Asset Management LLC


2121 Rosecrans Ave, Suite 5300


El Segundo, CA 90245


Attn: Daniel Brown


 


with a copy to:


 






    E-8


     


    

 


Athene Asset Management LLC


2121 Rosecrans Ave, Suite 5300


El Segundo, CA 90245


Attn: Angelo Lombardo, Esq.


 


with a copy to:


Apollo Global Management


9 West 57th Street, Floor 43


New York, NY 10019


Attn: Jay Jablonski


 


Note C Holder:


 


Nonghyup Bank, as Trustee for UP Global Private Real Estate
Fund V


c/o EverWest Advisors, LLC


1099 18th Street


Denver, CO 80202


 


with a copy to:


599 Lexington Avenue


New York, NY 10022


Attention: Henry Shin, Esq.


 




    E-9


     


    

 


EXHIBIT C



PERMITTED FUND MANAGERS


 


		1.	Apollo Global Real Estate





		2.	Apollo Global Management





		3.	Athene Asset Management, L.P.





		4.	Archon Capital, L.P.





		5.	BlackRock, Inc.





		6.	The Blackstone Group International Ltd.





		7.	Clarion Partners





		8.	Colony Capital, Inc.





		9.	Eightfold Real Estate Capital, L.P.





		10.	Fortress Investment Group LLC





		11.	Goldman, Sachs & Co.





		12.	iStar Financial Inc.





		13.	J.E. Roberts Companies





		14.	KKR Real Estate Manager Finance LLC





		15.	Lend-Lease Real Estate Investments





		16.	Lonestar Funds





		17.	Praedium Group





		18.	Prima Capital Advisors LLC





		19.	Raith Capital Partners, LLC





		20.	Rialto Capital Advisors, LLC





		21.	Rialto Capital Management, LLC





		22.	Square Mile Capital Management LLC





		23.	Starwood Financial Trust





		24.	Torchlight Investors





		25.	Walton Street Capital, LLC





		26.	Westbrook Partners



 






    E-10