Exhibit 4.10 


 


EXECUTION VERSION


 


AGREEMENT AMONG NOTEHOLDERS





 


Dated as of October 3, 2017



by and among


 


NATIXIS REAL ESTATE CAPITAL LLC

(Initial Note A-1 Holder, Initial Note A-2 Holder and Initial Note A-3 Holder)


 


and


 


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

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


 


and


 


NATIXIS REAL ESTATE CAPITAL LLC

(Initial Note B Holder)


 


YORKSHIRE & LEXINGTON TOWERS


 






     


     


    

 


TABLE OF CONTENTS


 





	 	 	Page
	 	 	 
	Section 1	Definitions	2
	Section 2	Servicing	31
	Section 3	Subordination of Junior Note; Payments Prior to a Sequential Pay Event	38
	Section 4	Payments Following a Sequential Pay Event	40
	Section 5	Administration of the Mortgage Loan	42
	Section 6	Appointment of Operating Advisor	51
	Section 7	Special Servicer	52
	Section 8	Payment Procedure	53
	Section 9	Limitation on Liability of the Noteholders	55
	Section 10	Bankruptcy	55
	Section 11	Cure Rights of the Controlling Noteholder	56
	Section 12	Purchase of the Senior Notes By the Junior Noteholder	59
	Section 13	Representations of the Junior Noteholder	60
	Section 14	Representations of the Senior Noteholders	61
	Section 15	Independent Analysis of the Junior Noteholder and the Senior Noteholders	61
	Section 16	No Creation of a Partnership	62
	Section 17	Not a Security	62
	Section 18	Other Business Activities of the Noteholders	62
	Section 19	Sale of the Notes	62
	Section 20	Registration of Transfer	67
	Section 21	Registration of the Notes	68
	Section 22	No Pledge	68
	Section 23	Cooperation in Securitization	68
	Section 24	Governing Law; Waiver of Jury Trial	70
	Section 25	Submission To Jurisdiction; Waivers	70
	Section 26	Modifications	71
	Section 27	Successors and Assigns; Third Party Beneficiaries	71
	Section 28	Counterparts; Facsimile Execution	71
	Section 29	Captions	72
	Section 30	Severability	72
	Section 31	Entire Agreement	72
	Section 32	Withholding Taxes	72
	Section 33	Custody of Mortgage Loan Documents	73
	Section 34	Servicing of the Loan After the Securitization Date	74
	Section 35	Notices	74
	Section 36	Broker	74
	Section 37	Certain Matters Affecting the Agent	74
	Section 38	Termination of Agent	75
	Section 39	Resizing	75










 






     -i-


     


    










 


THIS AGREEMENT AMONG NOTEHOLDERS (with
the exhibits and schedules hereto and all amendments and modifications hereof and supplements hereto, this “Agreement”),
dated as of October 3, 2017 by and among NATIXIS REAL ESTATE CAPITAL LLC, a Delaware limited liability company (“NREC”),
having an address at 1251 Avenue of the Americas, New York, New York 10020 (together with its successors and assigns in interest,
in its capacity as initial owner of Note A-1 (as defined herein), the “Initial Note A-1 Holder” and in its capacity
as the initial agent the “Initial Agent”), NREC (together with its successors and assigns in interest, in its
capacity as the initial owner of Note A-2 (as defined herein), the “Initial Note A-2 Holder”), NREC
(together with its successors and assigns in interest, in its capacity as the initial owner of Note A-3 (as defined herein),
the “Initial 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 initial owner of Note A-4 (as defined herein), the “Initial Note A-4 Holder”), UBS
AG, New York Branch (together with its successors and assigns in interest, in its capacity as the initial owner of Note A-5
(as defined herein), the “Initial Note A-5 Holder”), UBS AG, New York Branch (together with its successors
and assigns in interest, in its capacity as the initial owner of Note A-6 (as defined herein), the “Initial Note A-6
Holder”), UBS AG, New York Branch (together with its successors and assigns in interest, in its capacity as the initial
owner of Note A-7 (as defined herein), the “Initial Note A-7 Holder”), UBS AG, New York Branch (together
with its successors and assigns in interest, in its capacity as the initial owner of Note A-8-1 (as defined herein), the “Initial
Note A-8-1 Holder”), UBS AG, New York Branch (together with its successors and assigns in interest, in its capacity
as the initial owner of Note A-8-2 (as defined herein), the “Initial Note A-8-2 Holder” and, together
with the Initial Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note A-3 Holder, the Initial Note A-4 Holder, the Initial
Note A-5 Holder, the Initial Note A-6 Holder, the Initial Note A-7 Holder and the Initial Note A-8-1 Holder, each, a “Initial
Senior Noteholder” and collectively, the “Initial Senior Noteholders”), and NREC (together with its
successors and assigns in interest, in its capacity as initial owner of Note B (as defined herein), the “Initial Note
B Holder” or the “Initial Junior Noteholder”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to the Mortgage Loan
Agreement (as defined herein), the Initial Senior Noteholders and the Initial Junior Noteholder 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 is evidenced, inter alia, by ten (10) promissory notes (each, a “Note” and collectively, as amended,
modified or supplemented, the “Notes”), each dated as of the respective dates set forth in Exhibit A hereto,
with the first such note in the original principal amount of $40,000,000 (as amended, modified or supplemented, “Note A-1”),
made by the Mortgage Loan Borrower in favor of the Initial Note A-1 Holder, 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 the Initial Note A-2 Holder, with the third such note in the original principal amount of $20,000,000 (as amended,
modified or supplemented, “Note A-3”), made by the Mortgage Loan Borrower in favor of the Initial Note


 






     


     


    

 


A-3
Holder, with the fourth such note in the original principal amount of $40,000,000 (as amended, modified or supplemented, “Note A-4”),
made by the Mortgage Loan Borrower in favor of the Initial Note A-4 Holder, with the fifth such note in the original principal
amount of $40,000,000 (as amended, modified or supplemented, “Note A-5”), made by the Mortgage Loan Borrower
in favor of the Initial Note A-5 Holder, with the sixth such note in the original principal amount of $20,000,000 (as amended,
modified or supplemented, “Note A-6”), made by the Mortgage Loan Borrower in favor of the Initial Note
A-6 Holder, with the seventh such note in the original principal amount of $10,000,000 (as amended, modified or supplemented,
“Note A-7”), made by the Mortgage Loan Borrower in favor of the Initial Note A-7 Holder, with the eighth
such note in the original principal amount of $5,000,000 (as amended, modified or supplemented, “Note A-8-1”),
made by the Mortgage Loan Borrower in favor of the Initial Note A-8-1 Holder, with the ninth such note in the original principal
amount of $5,000,000 (as amended, modified or supplemented, “Note A-8-2” and together with Note A-1, Note
A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7, Note A-8-1 and Note A-8-2, each, a “Senior Note”
and collectively, the “Senior Notes”) made by the Mortgage Loan Borrower in favor of the Initial Note A-8-2
Holder, and with the tenth such note in the original principal amount of $200,000,000 (as amended, modified or supplemented, “Note
B” or the “Junior Note”), made by the Mortgage Loan Borrower in favor of the Initial Note B 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, each Initial Senior Noteholder
intends, but is not bound, to sell, transfer and assign all or a portion of its right, title and interest in and to its respective
Note to one or more depositors who will in turn transfer the same to one or more trusts as part of the securitization of one or
more mortgage loans;


 


WHEREAS, the Initial Senior Noteholders
and the Initial Junior Noteholder desire to enter into this Agreement to memorialize the terms under which they, and their successors
and assigns, shall hold the Senior Notes and the Junior Note, 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 Mezzanine Lender if any 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 Mezzanine
Loan or against any guarantor or indemnitor of any obligations under the loan documents evidencing, guaranteeing or securing any
Mezzanine Loan.


 






    2 


     


    

 


“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 (or, if such rate would result in a special servicing fee that would be less than $5,000 in any given
month, such higher rate as would result in a special servicing fee equal to $5,000), 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).


 


“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” (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.


 


“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 Natixis Real Estate Capital LLC, 1251 Avenue of the Americas, New York, New York 10020,
Attention: Khaled Mohiuddin, Email address: khaled.mohiuddin@us.natixis.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.


 






    3 


     


    

 


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


 


“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.


 


“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.


 


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


 


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


 


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


 


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


 


“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.


 






    4 


     


    

 


“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).


 


“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, “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”
means any period with respect to the Mortgage Loan, if and for so long as:


 


(a)           (1)
the initial Junior Note 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 Junior Note after the date of creation of the Junior Note,
(y) any Appraisal Reduction Amount for the Mortgage Loan that is allocated to the Junior Note and (z) any losses realized with
respect to any Mortgaged Property or the Mortgage Loan that are allocated to the Junior Note, is less than


 


(b)           25%
of the remainder of the (i) initial Junior Note Principal Balance less (ii) any payments of principal (whether as principal prepayments
or otherwise) allocated to, and received by, the Junior Noteholder on the Junior Note after the date of creation of the Junior
Note.


 


“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 B Holder unless a Control Appraisal Period has occurred and is continuing
or (ii) if a Control 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 B Holder
would be the Controlling Noteholder pursuant to the terms


 






    5 


     


    

 


hereof,
but any interest in any of the Junior Note 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 Holder as Controlling Noteholder, a Control Appraisal
Period shall be deemed to have occurred. If a Control Appraisal Period has occurred or deemed to have occurred and any interest
in Note A-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 A-1 Holder as Controlling Noteholder, the rights of the Controlling Noteholder
shall be exercised by the Note A-2 Holder, unless any interest in Note A-2 is held by any Mortgage Loan Borrower Related
Party, in which case the rights of the Controlling Noteholder shall be exercised by the Note A-3 Holder, unless any interest
in Note A-3 is held by any Mortgage Loan Borrower Related Party, in which case the rights of the Controlling Noteholder shall
be exercised by the Note A-4 Holder, unless any interest in Note A-4 is held by any Mortgage Loan Borrower Related Party,
in which case the rights of the Controlling Noteholder shall be exercised by the Note A-5 Holder, unless any interest in
Note A-5 is held by any Mortgage Loan Borrower Related Party, in which case the rights of the Controlling Noteholder shall
be exercised by the Note A-6 Holder, unless any interest in Note A-6 is held by any Mortgage Loan Borrower Related Party,
in which case the rights of the Controlling Noteholder shall be exercised by the Note A-7 Holder, unless any interest in
Note A-7 is held by any Mortgage Loan Borrower Related Party, in which case the rights of the Controlling Noteholder shall
be exercised by the Note A-8-1 Holder, unless any interest in Note A-8-1 is held by any Mortgage Loan Borrower Related
Party, in which case the rights of the Controlling Noteholder shall be exercised by the Note A-8-2 Holder, unless any interest
in Note A-8-2 is held by any Mortgage Loan Borrower Related Party, in which case the rights of the rights of the Controlling
Noteholder shall be deemed null and void and no Mortgage Loan Borrower Related Party shall be entitled to exercise such rights.
As of the Closing Date, the Controlling Noteholder will be the Note B 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.


 


“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 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


 






    6 


     


    

 


Monthly
Payment Date next following the date the purchase occurred, (c) any other amounts due 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, (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 Junior 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 Junior Noteholder under this Agreement.


 


“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 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, the Note A-8-1
Securitization and the Note A-8-2 Securitization.


 


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


 






    7 


     


    

 


“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 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.


 


“Initial Agent”
shall mean Natixis Real Estate Capital LLC, in its capacity as the initial Agent hereunder.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Initial Note A-8-1
Holder” shall have the meaning assigned to such term in the preamble.


 


“Initial Note A-8-2
Holder” shall have the meaning assigned to such term in the preamble.


 


“Initial Note B Holder”
shall have the meaning assigned to such term in the preamble.


 


“Initial Junior Noteholder”
shall have the meaning assigned to such term in the preamble.


 






    8 


     


    

 


“Initial Noteholders”
shall mean, collectively, the Initial Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note A-3 Holder, the Initial Note
A-4 Holder, the Initial Note A-5 Holder, the Initial Note A-6 Holder, the Initial Note A-7 Holder, the Initial Note A-8-1 Holder,
the Initial Note A-8-2 Holder and the Initial Note B Holder.


 


“Initial Senior Noteholder”
shall have the meaning assigned to such term 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.


 


“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 CLO, 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 CLO.


 


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


 


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


 






    9 


     


    




 


“Junior Noteholder Representative”
shall have the meaning assigned to such term in Section 19(b).


 


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


 


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


 


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


 


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


 


“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 Securitization Date, Note A-3 Securitization Date, Note A-4 Securitization
Date, Note A-5 Securitization Date, Note A-6 Securitization Date, Note A-7 Securitization Date, Note A-8-1 Securitization Date
or Note A-8-2 Securitization Date 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 customary 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 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


 






    10 


     


    

 


securitizations;
provided further, that during any period that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization
Servicing Agreement, the “Lead Securitization Servicing Agreement” shall be determined in accordance with 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)            prior
to the Securitization Date:


 


(A)         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;


 


(B)          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;


 


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


 


(D)         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;


 


(E)          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;


 


(F)          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;


 






    11 


     


    

 


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


 


(H)         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);


 


(I)           releases
of any material amounts from 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));


 


(J)           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);


 


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


 


(L)          following
an Event of Default with respect to the Mortgage Loan, any exercise of a 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;


 


(M)        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;


 






    12 


     


    

 


(N)         any
determination of an Acceptable Insurance Default;


 


(O)         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;


 


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


 


(Q)         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;


 


(R)          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); and


 


(S)          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.


 


(ii)    
      from and after the Securitization Date, the meaning assigned to such term or an analogous term in the
Servicing Agreement.


 


Notwithstanding anything to the contrary
contained herein, for so long as the Junior Noteholder or a Common Control Party thereof directly or indirectly holds all or any
portion of or interest in any Mezzanine Loan (a “Mezzanine Loan Holder”), the Controlling Noteholder (if the
Controlling Noteholder is the Note B Holder) 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 Mezzanine Loan with respect to which the 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.


 


Provided, however that after the Securitization
Date, during the occurrence and continuance of a Control Appraisal Period, “Major Decisions” shall have the
meaning given to


 






    13 


     


    

 


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


 


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


 


“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 August 1, 2017, 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, paying agent, custodian and as trustee, and Park Bridge Lender
Services LLC, as operating advisor and asset representations reviewer with respect to the UBS 2017-C2 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.


 






    14 


     


    

 


“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.


 


“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 October 3, 2017, among the Mortgage Loan Borrower, the Initial Senior Noteholders
and the Initial Junior Noteholder, 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 Junior Note Rate”
shall mean the Junior Note Rate minus the Servicing Fee Rate.


 


“Net Senior Note Rate”
shall mean the Senior Note 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.


 






    15 


     


    

 


“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 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


 






    16 


     


    

 


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 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 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, the Note A-8-1 Securitization
or the Note A-8-2 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).


 






    17 


     


    

  


“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).


 


“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, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7, Note A-8-1, Note A-8-2 and Note B, 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 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-8-1 Principal Balance, the Note A-8-2 Principal Balance and the Note B 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”
shall have the meaning assigned to such term in the recitals.


 


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


 


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


 






    18 


     


    

 


Balance,
the Note A-7 Principal Balance, the Note A-8-1 Principal Balance, the Note A-8-2 Principal Balance and the Note B Principal
Balance.


 


“Note A-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, less any payments of principal thereon received by the Note A-2 Holder or reductions in such amount
pursuant to Section 3, 4 or 5, as applicable.


 


“Note A-2 Securitization”
shall mean the Securitization of Note A-2 in a Securitization Trust to be designated by the Note A-2 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 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-8-1 Principal Balance, the Note A-8-2 Principal Balance and the Note B 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 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-8-1 Principal Balance, the Note A-8-2 Principal Balance and the Note B 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.


 






    19 


     


    

 


“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 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-8-1 Principal Balance, the Note A-8-2 Principal Balance and the Note B 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 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-8-1 Principal Balance, the Note A-8-2 Principal Balance and the Note B 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.


 


“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.


 






    20 


     


    

 


“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 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-8-1 Principal Balance, the Note A-8-2 Principal Balance and the Note B 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-8-1” shall
have the meaning assigned to such term in the recitals.


 


“Note A-8-1 Holder”
shall mean the Initial Note A-8-1 Holder or any subsequent holder of Note A-8-1, together with its successors and assigns.


 


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


 


“Note A-8-1 Principal Balance”
shall mean, with respect to the Mortgage Loan, at any time of determination, the initial outstanding principal balance of Note
A-8-1, less any payments of principal thereon received by the Note A-8-1 Holder or reductions in such amount pursuant to Section
3, 4 or 5, as applicable.


 


“Note A-8-1 Securitization”
shall mean the Securitization of Note A-8-1 in a Securitization Trust to be designated by the Note A-8-1 Holder.


 


“Note A-8-2” shall
have the meaning assigned to such term in the recitals.


 


“Note A-8-2 Holder”
shall mean the Initial Note A-8-2 Holder or any subsequent holder of Note A-8-2, together with its successors and assigns.


 


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


 






    21 


     


    

 


“Note A-8-2 Principal Balance”
shall mean, with respect to the Mortgage Loan, at any time of determination, the initial outstanding principal balance of Note
A-8-2, less any payments of principal thereon received by the Note A-8-2 Holder or reductions in such amount pursuant to Section
3, 4 or 5, as applicable.


 


“Note A-8-2 Securitization”
shall mean the Securitization of Note A-8-2 in a Securitization Trust to be designated by the Note A-8-2 Holder.


 


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


 


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


 


“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 the Note A-1 Principal Balance, the Note A-2 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-8-1 Principal Balance, the Note A-8-2 Principal Balance and the Note B Principal Balance.


 


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


 


“Noteholder” shall
mean any of the Note A-1 Holder, the Note A-2 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-8-1 Holder, the Note A-8-2 Holder and the Note B 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 and the Junior Note 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


 






    22 


     


    

 


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
Holder, the Note A-2 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-8-1 Holder, the Note A-8-1
Percentage Interest, with respect to the Note A-8-2 Holder, the Note A-8-2 Percentage Interest, and with respect to the
Note B Holder, the Note B 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 $250,000,000, (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.


 


“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 (i) with respect to the Senior Notes in the aggregate, the Senior Note Principal Balance, (ii) with respect to any individual
Senior Note, the Note A-1 Principal Balance, the Note A-2 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-8-1 Principal
Balance or the Note A-8-2 Principal Balance, as applicable and (iii) with respect to the Junior Note, the Note B Principal Balance.


 


“Pro Rata and Pari Passu Basis”
shall mean 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


 






    23 


     


    

 


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
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-8-1 Principal Balance and the Note A-8-2
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 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.


 






    24 


     


    

 


“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


 


(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 loan obligation (“CLO”), a single purpose bankruptcy
remote entity which contemporaneously assigns or pledges its interest in the 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, (B) the creation
of a CLO secured by, or (C) a financing through an “owner trust” of, the 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 the Junior Note (or any portion thereof or interest therein) to such Securitization
Vehicle (and, if DBRS is not one of such Rating 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 CLO, 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 Note 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 CLO, the CLO Asset Manager and,
if applicable, each Intervening Trust Vehicle that is not administered and managed by a CLO Asset Manager which is a Qualified


 






    25 


     


    

 


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 in which (A) a Senior Noteholder or the
Initial Junior Noteholder, (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,


 


and, in the case of any entity referred to in clause
(b)(i), (b)(ii), (b)(iv)(B) or (b)(v), (x) such entity has at least $250,000,000 in capital/statutory surplus or shareholders’
equity (except with respect to a pension advisory firm or similar fiduciary) and at least $600,000,000 in total assets (in name
or under management), and (y) is regularly engaged in the business of making or owning commercial real estate loans (or interests
therein) similar to the Mortgage Loan or mezzanine loans with respect 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) above, the requirements of this
clause (y) may be satisfied by a general partner, managing member, or the fund manager responsible for the day-to-day management
and operation of such entity, or


 


(c)           any
entity Controlled by any of the entities described in clauses (b)(i), (b)(ii), (b)(iv) or (b)(v) above or approved by the Rating
Agencies hereunder as a Qualified Institutional Lender for purposes of this Agreement.


 


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


 






    26 


     


    

 


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 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 loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date
of determination, and Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage
securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as


 






    27 


     


    

 


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
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 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-8-1 Holder or the Note A-8-2
Holder 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 Note A-1, Note A-2, Note A-3, Note A-4, Note A-5, Note
A-6, Note A-7, Note A-8-1, Note A-8-2 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”.


 


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


 






    28 


     


    




 


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


 


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


 


“Senior
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.


 


“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, if it has been cured, including
by any cure payment made by the Controlling Noteholder in accordance with the exercise of 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


 






    29 


     


    

 


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.


 


“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 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 any relationship which such Servicer or any Affiliate of such Servicer may have with the Mortgage Loan Borrower or any Affiliate
thereof or to such Servicer’s right to receive compensation for its services in connection with servicing 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.


 


“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


 






    30 


     


    

 


(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).


 


“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. The 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)


 






    31 


     


    

 


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 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 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 the 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 the 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 Noteholder or materially increase the Junior Noteholder’s
obligations or materially decrease the Junior Noteholder’s rights, remedies or protections hereunder. 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 Noteholder 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 B Holder or its designees (if the Note B 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


 






    32 


     


    

 


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 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 any interest in the Junior Note
or the Junior Noteholder is held by any Mortgage Loan Borrower Related Party, then the Junior Noteholder shall not 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,


 






    33 


     


    

 


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 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 (it being understood that the pro rata
share payable by each Non-Lead Securitization Noteholder under this paragraph would be determined by allocating such Nonrecoverable
Servicing Advance or Advance Interest Amount, as the case may be, first to the Junior Note and then to the Senior Notes, in that
order).


 


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,


 






    34 


     


    

 


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, 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) (it being understood that the pro rata
share payable by each Non-Lead Securitization Noteholder under this paragraph would be determined by allocating the applicable
amounts, as the case may be, first to the Junior Note and then to the Senior Notes, in that order).


 


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


 






    35 


     


    

 


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 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 (it being understood that the pro rata share payable
by each Non-Lead Securitization Noteholder under this paragraph would be determined by allocating the applicable amounts, as the
case may be, first to the Junior Note and then to the Senior Notes, in that order).


 


(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


 






    36 


     


    

 


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 it being understood that the pro rata share payable
by such Non-Lead Securitization Noteholder under this paragraph would be determined by allocating such Servicing Advances and/or
Nonrecoverable Servicing Advance and/or additional trust fund expenses (solely to the extent specifically related to the servicing
and administration of the Mortgage Loan and Mortgaged Property and not including compensation due to the Master Servicer and Special
Servicer), as the case may be, first to the Junior Note and then to the Senior Notes, in that order; provided further 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 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 (it being understood that the pro rata share payable by such Non-Lead
Securitization Noteholder under this paragraph would be determined by allocating such Indemnified Items, first to the Junior Note
and then to the Senior Notes, in that order);


 


(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);


 






    37 


     


    

 


(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 Note; Payments Prior to a Sequential Pay Event. The Junior Note and the
right of the Junior Noteholder to receive payments of interest, principal and other amounts with respect to the Junior Note shall
at 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 (it being understood that the pro
rata share of any amounts payable by each Non-Lead Securitization Noteholder under Section 2 would be determined by allocating
such amounts, first to the Junior Note and then to the Senior Notes, in that order). 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 Senior Noteholders in an amount equal to the interest then due and payable under the Mortgage Loan Documents on their respective
Senior Note Principal Balances, in each case, at the Net Senior Note Rate;


 


(b)          second,
(i) to the Senior Noteholders on a Pro Rata and Pari Passu Basis in an amount equal to the Senior Principal Portion of principal
payments received, if any, with


 






    38 


     


    

 


respect
to any Monthly Payment Date with respect to the Mortgage Loan, until their respective Principal Balances have been reduced to
zero and (ii) with respect to any Insurance and Condemnation Proceeds payable as principal to the Noteholders pursuant to this
Section 3, 100% of such Insurance and Condemnation Proceeds shall be distributed to the Senior Noteholders on a Pro Rata
and Pari Passu Basis until their respective Senior Note Principal Balances have been reduced to zero;


 


(c)           third,
to any Senior Noteholders up to the amount of any unreimbursed costs and expenses paid by such Senior Noteholders, 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 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 Junior Noteholder in an amount equal to the interest then due and payable under the Mortgage Loan Documents on the Junior
Note Principal Balance at the Net Junior Note Rate;


 


(g)          seventh,
(i) to the Junior Noteholder in an amount equal to the Junior Principal Portion of principal payments received, if any, with respect
to any Monthly Payment Date with respect to the Mortgage Loan, until the Junior Note Principal Balance has been reduced to zero
and (ii) with respect to any Insurance and Condemnation Proceeds payable as principal to the Noteholders pursuant to this Section
3, the portion of such Insurance and Condemnation Proceeds remaining after distribution to the Senior Noteholders pursuant
to Section 3(b) above shall be distributed to the Junior Noteholder until the Junior Note Principal Balance has been reduced
to zero;


 


(h)          eighth,
to the Junior Noteholder in an amount equal to any Prepayment Premium payable on the Junior Note to the extent paid by the Mortgage
Loan Borrower;


 


(i)           ninth,
to the extent the Junior Noteholder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the
Junior Noteholder 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 Junior
Note has been reduced, such excess amount shall be paid to the Junior Noteholder in an amount up to the reduction, if any, of the
Junior Note Principal Balance as a result of such Workout, plus interest on such amount at the Junior Note Rate;


 






    39 


     


    

 


(k)           eleventh,
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 each Senior Noteholder and the Junior Noteholder, pro rata, based on their respective Percentage
Interests; and


 


(l)            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 (k), any remaining amount shall be paid to each Senior Noteholder and the 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 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 Senior Noteholders in an amount equal to the interest then due and payable under the Mortgage Loan Documents on their respective
Senior Note Principal Balances, 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 their Senior Note Principal Balances, until
the Senior Note Principal Balances have been reduced to zero;


 






    40 


     


    

 


(c)           third,
to any Senior Noteholders up to the amount of any unreimbursed costs and expenses paid by such Senior Noteholders, 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 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 Junior Noteholder in an amount equal to the interest then due and payable under the Mortgage Loan Documents on the Junior
Note Principal Balance at the Net Junior Note Rate;


 


(g)          seventh,
to the Junior Noteholder in an amount equal to the Junior Note Principal Balance, until the Junior Note Principal Balance has been
reduced to zero;


 


(h)          eighth,
to the Junior Noteholder in an amount equal to any Prepayment Premium payable on Junior Note to the extent paid by the Mortgage
Loan Borrower;


 


(i)           ninth,
to the extent the Junior Noteholder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the
Junior Noteholder 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 Junior
Note has been reduced, such excess amount shall be paid to the Junior Noteholder in an amount up to the reduction, if any, of the
Junior Note Principal Balance as a result of such Workout, plus interest on such amount at the Junior Note Rate;


 


(k)          eleventh,
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 each Senior Noteholder and the Junior Noteholder, pro rata, based on their respective Percentage
Interests; and


 


(l)            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)-(k), any


 






    41 


     


    

 


remaining
amount shall be paid to each Senior Noteholder and the 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 to the Lead Securitization Note, be paid to the Master Servicer and/or the Special Servicer as additional servicing
compensation as provided in the Lead Securitization Servicing Agreement and (ii) in the case of the remaining amount of Penalty
Charges allocable pursuant to Section 3 or Section 4 hereunder to any Non-Lead Securitization Note, (A) prior to the related Securitization
of such Non-Lead Securitization Note, be paid to the related Non-Lead Securitization Noteholder, or (B) on and after the related
Securitization of such Non-Lead Securitization Note, 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 Junior Note pursuant to Section 3 or Section 4 hereunder shall
be allocated to the Junior Noteholder and applied first, to reduce the amount payable on the Junior Note by the amount necessary
to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement
of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second, to reduce the amount
payable on the Junior Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee
for any interest accrued on any P&I Advance made with respect to the Junior Note 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 amount payable on the Junior Note 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 the Junior Noteholder.


 


Section 5.          Administration
of the Mortgage Loan. 


 


(a)           Subject
to this Agreement (including, without limitation, Section 5(f) below) and the Servicing Agreement, the Lead Securitization Noteholder
(or the Servicer acting


 






    42 


     


    

 


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).


 


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


 






    43 


     


    

 


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 (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.


 






    44 


     


    

 


(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 Noteholder 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 Noteholder as a collective whole
(it being understood that the interest of the Junior Noteholder is a junior 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.


 


(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 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 Note 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 Note). 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 Note to the Senior Notes 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 Junior Note Percentage Interest 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 and the Junior Note 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


 






    45 


     


    

 


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.


 


(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 Note 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 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


 






    46 


     


    

 


a
Major Decision has been requested or proposed, at least five (5) Business Days (or ten (10) Business Days if the Note B Holder
is the Controlling Noteholder) 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. 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 B Holder is
the Controlling Noteholder, if the Lead Securitization Noteholder (or the Servicer acting on its behalf) has not 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.


 






    47 


     


    

 


(g)           During
the continuation of a 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.


 


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


 






    48 


     


    

 


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 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 the Junior Note or the existence of any circumstances that would otherwise permit any Mortgage
Loan Borrower Related Party to exercise the rights of the Note B Holder 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


 






    49 


     


    

 


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 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 and the Junior Note 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.


 


(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 the 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).


 






    50 


     


    

 


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 Noteholder 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.


 






    51 


     


    

 


(c)           If
the Lead Securitization Noteholder is the Controlling Noteholder, the Junior Noteholder acknowledges and agrees (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 neither the Lead Securitization
Noteholder nor the Note B Holder is the Controlling Noteholder, the Junior Noteholder acknowledges and agrees 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


  






    52 


     


    

 


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


 






    53 


     


    

 


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 Note 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.


 






    54 


     


    

 


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 Noteholder
may exercise, or omit to exercise, any rights that the Junior Noteholder 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 Noteholder (and any servicer acting on its 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 Noteholder to exercise such rights; provided, however, that the Junior Noteholder
(and any servicer acting on its 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 the Junior Noteholder (and any servicer acting on its 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 Noteholder 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


 






    55 


     


    

 


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 Noteholder further agrees that only the Lead
Securitization Noteholder, as a creditor, can make any election, give any consent, commence any action or file any motion, claim,
obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy
Code or in any other Insolvency Proceeding. Each of the Non-Lead Securitization Noteholders and the Junior 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 exercising any and all rights and taking any and all actions available
to any Non-Lead Securitization Noteholder or the 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 Noteholder, 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 a liquidated sum of money due
on the Mortgage Loan by the end of the applicable grace period (if any) for such payment permitted under the Mortgage Loan Documents
(a “Monetary Default”), the Lead Securitization Noteholder (or the Servicer acting on its behalf) shall provide
notice of such failure to the Junior Noteholder (while the Note B Holder is the Controlling Noteholder) and the Operating Advisor
(while the Note B Holder is the Controlling Noteholder) (in each case, a “Monetary Default Notice”). If the
Junior Noteholder (while the Note B Holder is the Controlling Noteholder) or the Operating Advisor (while the Note B Holder is
the Controlling Noteholder) has not cured such Monetary Default within three (3) Business Days after receiving the related Monetary
Default Notice, the Lead Securitization Noteholder (or the Servicer acting on its behalf) shall deliver an additional copy of the
Monetary Default Notice that contains a statement in boldface font that this is a second notice and that the Junior Noteholder’s
or the Operating Advisor’s failure to cure such Monetary Default within five (5) Business Days after receiving such second
notice will result in the termination of the right to cure such Monetary Default. The Junior Noteholder (while the Note B Holder
is the Controlling Noteholder) or the Operating Advisor (while the Note B Holder is the Controlling Noteholder) shall have the
right, but not the obligation, subject to the rights of any Mezzanine Lender set forth in the related intercreditor agreement,
to cure such Monetary Default after receiving the first Monetary Default Notice and until the period ending five (5) Business


 






    56 


     


    

 


Days
after receiving the second Monetary Default Notice (the “Cure Period”) and at no other times. At the time a
payment is made to cure a Monetary Default as permitted hereunder, the curing Junior Noteholder(s) (or the Operating Advisor)
shall pay or reimburse the Lead Securitization Noteholder for all unreimbursed Advances (whether or not recoverable with respect
to the Lead Securitization Note or any Non-Lead Securitization Note, including principal and interest advances made with respect
to such Non-Lead Securitization Note under the related Non-Lead Securitization Servicing Agreement), Advance Interest Amounts,
any unpaid fees to any Servicer or Non-Lead Servicer specifically provided for in the Lead Securitization Servicing Agreement
and any Additional Servicing Expenses. At any time (while the Note B Holder is the Controlling Noteholder) the Junior Noteholder
or the Operating Advisor believe that a Monetary Default has occurred, the Junior Noteholder and the Operating Advisor shall have
the right (i) to send a written notice to the Servicer requesting written confirmation as to whether a Monetary Default has occurred
and is continuing and, if the Servicer provides any such written confirmation indicating that a Monetary Default has occurred
and is continuing, the Junior Noteholder or the Operating Advisor may proceed with exercising its cure rights as set forth herein,
and (ii) pending its receipt of any written confirmation described in the foregoing clause (i), to tender a cure payment
to the Servicer in the amount it reasonably believes necessary to cure such potential Monetary Default, which cure payment shall
either be (A) in the event a Monetary Default has occurred, retained and applied to the cure of such Monetary Default in accordance
with the terms hereof, or (B) in the event that no Monetary Default has occurred, returned by the Servicer to the Junior Noteholder
or the Operating Advisor, as applicable. If the amount of a cure payment tendered by the curing Junior Noteholder or the Operating
Advisor in accordance with this Section 11(a) is less than the amount necessary to effect a cure of a Monetary Default, such payment
shall not effect a cure, but the Junior Noteholder or the Operating Advisor may effect a cure if they pay any deficiency within
the applicable Cure Period in accordance with this Section 11(a). If the amount of a cure payment tendered by the Junior Noteholder
or the Operating Advisor exceeds the amount necessary to effect a cure, the Servicer shall return such excess to the Junior Noteholder
or the Operating Advisor, as applicable. The Junior Noteholder or the Operating Advisor (to the extent it is permitted to effect
a cure hereunder) shall not 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 timely made,
such Monetary Default shall not be treated as an Event of Default by the Lead Securitization Noteholder (or any Servicer on its
behalf) (including for purposes of (1) the definition of “Sequential Pay Event,” (2) 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 (3) treating the Mortgage Loan as a Specially Serviced Loan); provided that such limitation shall not prevent the Lead
Securitization Noteholder (or any Servicer on its behalf) from collecting default interest or late charges from the Mortgage Loan
Borrower. Any amounts advanced by the Junior Noteholder or the Operating Advisor (to the extent permitted hereunder) to effect
any cure shall be reimbursable to the Junior Noteholder under Section 3 or 4, as applicable.


 


(b)           Notwithstanding
anything to the contrary contained in Section 11(a), the Junior Noteholder and the Operating Advisor shall be limited to a combined
total of six (6) cures of Monetary Defaults, no more than three (3) of which may be consecutive, or Non-Monetary Defaults over
the term of the Mortgage Loan. Additional Cure Periods or additional Non-


 






    57 


     


    

 


Monetary
Default Cure Periods shall only be permitted with the consent of the Lead Securitization Noteholder.


 


(c)           No
action taken by the Junior Noteholder (or the Operating Advisor) in accordance with this Agreement to cure any Event of Default
shall excuse performance by the Mortgage Loan Borrower of its obligations under the Mortgage Loan Documents and the Lead Securitization
Noteholder’s and the Non-Lead Securitization Noteholders’ rights under the Mortgage Loan Documents shall not be waived
or prejudiced by virtue of such actions of the Junior Noteholder (or the Operating Advisor) under this Agreement. Subject to the
terms of this Agreement, the Junior Noteholder shall be subrogated to the Lead Securitization Noteholder’s and the Non-Lead
Securitization Noteholders’ rights to any payment owing to the Lead Securitization Noteholder and the Non-Lead Securitization
Noteholders for which the Junior Noteholder (or the Operating Advisor) make a cure payment as permitted under this Section 11,
but such subrogation rights may not be exercised against the Mortgage Loan Borrower until 91 days after the Senior Notes 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 (or the Servicer acting on its behalf) shall promptly provide notice to
the Junior Noteholder (while the Note B Holder is the Controlling Noteholder) and the Operating Advisor (while the Note B Holder
is the Controlling Noteholder) of such failure (a “Non-Monetary Default Notice”) and the Junior Noteholder (while
the Note B Holder is the Controlling Noteholder) and the Operating Advisor (while the Note B Holder is the Controlling Noteholder)
shall have the right, but not the obligation, subject to the rights of any Mezzanine Lender set forth in the related intercreditor
agreement, to cure such Non-Monetary Default within the same period of time as the Mortgage Loan Borrower under the Mortgage Loan
Documents, without regard for the date of receipt by the Junior Noteholder (while the Note B Holder is the Controlling Noteholder)
or the Operating Advisor (while the Note B Holder is the Controlling Noteholder) of the related Non-Monetary Default Notice, or
in any event, up to forty (40) days, to cure 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 the Junior Noteholder (while the Note B Holder is the Controlling Noteholder) or the Operating Advisor (while
the Note B Holder is the Controlling Noteholder), the Junior Noteholder (while the Note B Holder is the Controlling Noteholder)
or the Operating Advisor (while the Note B Holder is the Controlling Noteholder) shall be given an additional period of time as
is reasonably necessary to enable the Junior Noteholder (while the Note B Holder is the Controlling Noteholder) or the Operating
Advisor (while the Note B Holder is the Controlling Noteholder), in the exercise of due diligence, to cure such Non-Monetary Default
for so long as (i) the Junior Noteholder (while the Note B Holder is the Controlling Noteholder) or the Operating Advisor (while
the Note B Holder is the Controlling Noteholder) diligently and expeditiously proceeds to cure such Non-Monetary Default, (ii)
the Junior Noteholder (while the Note B Holder is the Controlling Noteholder) or the Operating Advisor (while the Note B Holder
is the Controlling Noteholder) makes all cure payments that it is 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 and, during such period of time that the Junior Noteholder (while the Note B Holder is the
Controlling Noteholder) or the Operating


 






    58 


     


    

 


Advisor
(while the Note B Holder is the Controlling Noteholder) has 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 the applicable
Non-Monetary Default Cure Period, there is no material adverse effect on the Mortgage Loan Borrower or the Mortgaged Property
or the value of the Mortgage Loan as a result of such Non-Monetary Default or the attempted cure. The applicable Non-Monetary
Default Notice shall contain a statement in boldface font that the Junior Noteholder’s (while the Note B Holder is the Controlling
Noteholder) or the Operating Advisor’s (while the Note B Holder is the Controlling Noteholder) failure to cure the related
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. The Junior Noteholder (while the Note B Holder is the Controlling Noteholder)
and the Operating Advisor (while the Note B Holder is the Controlling Noteholder) shall not contact the Mortgage Loan Borrower
in order to effect any cures under Section 11(a) or this Section 11(d) unless it is in conjunction with the Special Servicer or
the Junior Noteholder (while the Note B Holder is the Controlling Noteholder) or the Operating Advisor (while the Note B Holder
is the Controlling Noteholder) have obtained the prior written consent of the Lead Securitization Noteholder (or the Servicer
on its behalf).


 


Section 12.          Purchase of the
Senior Notes By the Junior Noteholder. The Junior Noteholder (or the Operating Advisor acting on its behalf) shall have the
right, by written notice to each Senior Noteholder (a “Noteholder Purchase Notice”), subject to the rights
of any Mezzanine Lender set forth in the related intercreditor agreement, delivered at any time an Event of Default under the
Mortgage Loan has occurred and is continuing, to purchase, in immediately available funds, the Senior Notes in whole but not in
part at the applicable Defaulted Mortgage Loan Purchase Price. For the avoidance of doubt, if the Junior Noteholder elects to
exercise its right to purchase a Note pursuant to this Section 12, the Junior Noteholder must purchase each Senior Note.
Upon the delivery of the Noteholder Purchase Notice to each Senior Noteholder, the Senior Noteholders shall sell (and the Junior
Noteholder shall purchase) the Senior Notes for an aggregate amount equal to the applicable Defaulted Mortgage Loan Purchase Price,
on a date (the “Defaulted Note Purchase Date”) not less than ten (10) and not more than thirty (30) days after
the date of receipt of the related Noteholder Purchase Notice, as shall be established by the Lead Securitization Noteholder.
The Noteholder Purchase Notice shall contain a statement in boldface font that the Junior Noteholder’s failure to purchase
each of the Senior Notes on the applicable Defaulted Note Purchase Date will result in the termination of such right. The Junior
Noteholder agrees that the sale of the Senior Notes shall comply with all requirements of the Servicing Agreement and that all
costs and expenses related thereto shall be paid by the Junior Noteholder. The Defaulted Mortgage Loan Purchase Price shall be
calculated by the Lead Securitization Noteholder (or the Servicer on its 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 shall, absent manifest error, be binding upon the Junior Noteholder. Concurrently with the payment to each
of the Senior Noteholders in immediately available funds of its respective portion of the applicable Defaulted Mortgage Loan Purchase
Price, each of the Senior Noteholders will execute, at the sole cost and expense of the Junior Noteholder, in favor of the Junior
Noteholder assignment documentation which will assign its Senior Note, and the other Mortgage Loan Documents without recourse,
representations or warranties (except that each Senior Noteholder, shall represent and warrant that it had good and marketable
title to, was the sole owner and holder of,


 






    59 


     


    

 


and
had power and authority to deliver its Senior Note, free and clear of all liens and encumbrances (other than the interest of the
other Noteholders pursuant to this Agreement)). The right of the Junior Noteholder to purchase the Senior Notes shall automatically
terminate upon a foreclosure sale, sale by power of sale or delivery of a deed in lieu of foreclosure with respect to the Mortgaged
Property (and the Lead Securitization Noteholder (or the Servicer acting on its behalf) shall give the Junior Noteholder ten (10)
days’ notice of its intent with respect to such action). Notwithstanding the foregoing sentence, if title to the Mortgaged
Property is transferred to the Servicer (or other nominee on behalf of the Noteholders) less than ten (10) days after the
acceleration of the Mortgage Loan, the Lead Securitization Noteholder (or the Servicer acting on its behalf) shall notify the
Junior Noteholder of such transfer and the Junior Noteholder shall have fifteen (15) days from the date of such notice from
the Lead Securitization Noteholder (or the Servicer acting on its behalf) to deliver the Noteholder Purchase Notice to the Senior
Noteholders, in which case the Junior Noteholder will be obligated to purchase the Mortgaged Property, in immediately available
funds, within such fifteen (15) days’ at the applicable Defaulted Mortgage Loan Purchase Price.


 


Section 13.          Representations
of the Junior Noteholder. The Junior Noteholder represents, and it is specifically understood and agreed, that it is acquiring
the Junior Note for its own account in the ordinary course of its business and no Senior Noteholder shall have any liability or
responsibility to the 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.
The 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 the Junior Noteholder, and that this Agreement is the legal, valid and binding obligation of the Junior
Noteholder enforceable against the 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. The 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. The Junior Noteholder represents and warrants
that (a) this Agreement has been duly executed and delivered by the Junior Noteholder, (b) to the 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 the Junior Noteholder have been obtained or made
and (c) to the Junior Noteholder’s actual knowledge, there is no pending action, suit or proceeding, arbitration or governmental
investigation against the Junior Noteholder, an adverse outcome of which would materially and adversely affect its performance
under this Agreement.


 


The Junior Noteholder acknowledges
that the Senior Noteholders do not owe the 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 Noteholder with respect to any action taken by
the Senior Noteholders in connection with the Mortgage Loan.


 






    60 


     


    

 


The Junior Noteholder expressly and
irrevocably waives for itself and any Person claiming through or under the 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 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 Noteholder and the Senior Noteholders. The 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 the Junior Note and the Junior Noteholder accepts responsibility therefor. The 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. The Junior
Noteholder assumes all risk of loss in connection with the 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,


 






    61 


     


    

 


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.


 


Section 17.         Not a Security.
The Junior Note 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. The 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)          The
Junior Noteholder agrees that it will not Transfer the Junior Note or any portion thereof or interest therein without the Senior
Noteholders’ prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, provided,
that (i) the Junior Noteholder shall have the right to Transfer the Junior Note or any portion thereof or interest therein to
a Qualified Institutional Lender (a “Transferee”) without obtaining the Senior Noteholders’ prior written
consent, provided, that, promptly after such Transfer, each Senior Noteholder is provided with (A) other than in connection
with a Transfer of a participation interest as described in Section 19(c), a representation from the applicable Transferee certifying
that such Transferee is a Qualified Institutional Lender, (B) other than in connection with a Transfer of a participation interest
as described in Section 19(c), a copy of an assignment and assumption agreement whereby the Transferee assumes all (or a ratable
portion, as the case may be) of the obligations of the Transferring Junior Noteholder hereunder with respect to the applicable
Junior Note thereafter accruing and agrees to be bound by the terms of this Agreement and (C) a representation that such Transfer
would not cause the Junior Note to be directly held by more than five Persons or cause there to be no one Person directly owning
a majority of the


 






    62 


     


    

 


Junior
Note, (ii) after a Securitization, if the Junior Noteholder wants to Transfer the Junior Note or any portion thereof or interest
therein to any Person that is not a Qualified Institutional Lender, no consent of the Senior Noteholders shall be required, but
the Junior Noteholder shall first obtain (and deliver to the Senior Noteholders) a Rating Agency Confirmation from each Rating
Agency and (iii) the Junior Noteholder may not Transfer the Junior Note to any Prohibited Entity and the Junior Noteholder may
not Transfer more than a 49% interest (in the aggregate) in the Junior Note to any Prohibited Entities. Notwithstanding the foregoing,
without the Senior Noteholders’ prior consent, which may be withheld in the Senior Noteholders’ sole discretion, the
Junior Noteholder shall not Transfer the Junior Note or any portion thereof or interest therein 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
Junior Noteholder agrees that it will pay the reasonable documented costs and expenses of the Senior Noteholders (including all
costs and expenses of the Master Servicer and the Special Servicer) in connection with any Transfer by the Junior Noteholder.


 


(b)          Notwithstanding
the foregoing, the 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 the Junior Note to a Person that has no direct
rights with respect to, or direct or indirect control of, the Junior Note; provided, that the Junior Noteholder shall not
Transfer the Junior Note or any portion thereof or interest therein to any Mortgage Loan Borrower Related Party and any such Transfer
shall be void ab initio, absolutely null and void and shall vest no rights in the purported Transferee, and provided,
further that such Transfer would not cause the Junior Note to be directly held by more than five Persons or cause there
to be no one Person directly owning a majority of the Junior Note and the Junior Noteholder shall not Transfer more than a 49%
interest (in the aggregate) in the Junior Note to any Prohibited Entities. All Transfers of the Junior Note or a portion thereof
under Section 19(a) or (b), other than a Transfer of a participation interest described in Section 19(c), shall be made upon written
notice to the Senior Noteholders not later than the date of such Transfer, and each applicable 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 Transferring Junior Noteholder hereunder with respect to the related Junior Note or the applicable portion thereof from
and after the date and time of such assignment (or, for purposes of clarification in the case of a Pledge in accordance with Section
19(e) by the Junior Noteholder of the Junior Note solely as security in connection with a credit or repurchase facility extended
to the Junior Noteholder by a Note Pledgee whereby the Junior Noteholder remains fully liable under this Agreement, on or before
the date on which such Note Pledgee succeeds to the rights of the Junior Noteholder by foreclosure or otherwise, such Note Pledgee
executes an assumption agreement pursuant to which such Note Pledgee shall be bound by the terms and provisions of this Agreement
and the obligations of the related 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 the Junior Note or any portion thereof or interest therein in accordance with this Agreement, the Transferring
Person shall be released from all liability under this Agreement with respect to the Junior Note (or the portion thereof or interest
therein that was the subject of such Transfer) accruing after the effective date and time of such Transfer (it being understood
and agreed that the foregoing release shall not apply in the


 






    63 


     


    

 


case
of a Transfer of a participation interest in the Junior Note as described in Section 19(c) below). If the Junior Note is directly
held by more than one Person at any time (whether as of the date hereof or upon any Transfer of a portion of (or a partial interest
in) the Junior Note in accordance with Section 19(a) or Section 19(b)), the Person(s) directly holding a majority of the Junior
Note Principal Balance shall appoint a representative of the Junior Noteholders (a “Junior Noteholder Representative”)
and deliver a written notice thereof to each Senior Noteholder (which notice shall provide the name, mailing address, email address,
telephone number and facsimile number of the applicable Junior Noteholder Representative) (it being understood and agreed that
each Senior Noteholder shall be entitled to rely upon such notice without independent investigation). The Junior Noteholder Representative
shall have the sole right to receive any notices and other communications which are required to be given (or which may be given)
to the Junior Noteholder under this Agreement and shall be the only Person authorized hereunder to exercise the rights and powers
of the Junior Noteholder under this Agreement (including, without limitation, any rights or powers of the Junior Noteholder under
Section 5); provided, however, that the Persons directly holding a majority of the Junior Note Principal Balance
may from time to time designate a different Person as the Junior Noteholder Representative by delivering a written notice thereof
to each Senior Noteholder (which notice shall provide the name, mailing address, email address, telephone number and facsimile
number of such replacement Junior Noteholder Representative) (it being understood and agreed that each Senior Noteholder shall
be entitled to rely upon such notice without independent investigation). Notwithstanding anything to the contrary contained herein,
each Person holding an interest in the Junior Note shall be deemed to be a Junior Noteholder for purposes of the rights and restrictions
contained in Section 19(a) and this Section 19(b), and shall be subject to the rights and restrictions thereof
with respect to such Person’s interest in the Junior Note.


 


(c)           In
the case of a Transfer of a participation interest in a Note, (i) the related Noteholder’s obligations under this Agreement
shall remain unchanged, (ii) such Noteholder shall remain solely responsible for the performance of such obligations, (iii) each
other Noteholder and any Persons acting on its 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, assigned, transferred or otherwise disposed of such participation
interest; provided, however, that if the applicable participant is a Qualified Institutional Lender (and such Qualified
Institutional Lender delivers a representation to the other Noteholders certifying and confirming its status as a Qualified Institutional
Lender), such Noteholder, by written notice to the other Noteholders, may delegate to such participant its right (if any) to exercise
the rights of the Controlling Noteholder hereunder and under the Servicing Agreement; provided, further, however,
that upon the occurrence of a Control Appraisal Period with respect to the Junior Note (including a Control Appraisal Period that
is deemed to have occurred as a result of any Mortgage Loan Borrower Related Party holding an interest in the Junior Note or the
existence of any circumstances that would otherwise permit any Mortgage Loan Borrower Related Party to exercise the rights of the
Note B Holder as Controlling Noteholder), the aforesaid delegation of rights shall terminate and be of no further force and effect.


 


(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


 






    64 


     


    

 


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 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


 






    65 


     


    

 


Institutional
Lender may not take title to the pledged Note without (A) prior to a Securitization, the consent of each other Noteholder
and (B) after a Securitization, a 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 pledging Noteholder
to the other Noteholders and any Servicer that a Pledge has been effected (which notice shall provide the name, mailing address,
email address, telephone number and facsimile number of the applicable Note Pledgee), each of the other Noteholders agrees to
acknowledge receipt of such notice and thereafter agrees: (1) to give the applicable 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;
(2) 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 the other Noteholder hereunder, but such Note Pledgee shall not be obligated to cure any such default; (3) that
no amendment or modification of this Agreement which adversely affects the rights or obligations of the pledging Noteholder, and
no 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; (4) that, if applicable, such other Noteholder
shall give to such Note Pledgee copies of any Monetary Default Notice or Non-Monetary Default Notice simultaneously with the giving
of same to the pledging Noteholder and accept any cure of the applicable Event of Default by such Note Pledgee in accordance with
the provisions of Section 11 which such pledging Noteholder has the right (but not the obligation) to effect in accordance with
the provisions of Section 11, as if such cure were made by such pledging Noteholder; (5) that such other Noteholder shall
deliver to such Note Pledgee such estoppel certificate(s) as such Note Pledgee shall reasonably request, provided that
any such estoppel certificate(s) shall be in a form reasonably satisfactory to such other Noteholder; and (6) that, upon
written notice (a “Redirection Notice”) to the other Noteholders 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 in
writing by such Note Pledgee, such Note Pledgee shall be entitled to receive any payments that any other Noteholder or Servicer
would otherwise be obligated to pay to the pledging Noteholder from time to time pursuant to this Agreement or the Servicing Agreement.
Any pledging Noteholder hereby unconditionally and absolutely releases the other Noteholders and any Servicer from any liability
to such pledging Noteholder on account of any other Noteholder’s or Servicer’s compliance with any Redirection Notice
believed (without any duty of inquiry of any kind) by any such other Noteholder or any Servicer to have been delivered by such
pledging Noteholder’s Note Pledgee. Any Note Pledgee shall be permitted to fully exercise its rights and remedies against
the applicable pledging Noteholder (and accept an assignment in lieu of foreclosure as to the applicable collateral), in accordance
with applicable law and this Agreement. In such event, the other (non-pledging) Noteholders and any Servicer shall recognize such
Note Pledgee (and any assignee or 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 successors 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


 






    66 


     


    

 


pledging
Noteholder hereunder accruing from and after the date and time of such Transfer (i.e., realization upon the applicable 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 a 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 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.


 


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,


 






    67 


     


    

 


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
Noteholder. Except as otherwise provided in this Agreement and the Servicing Agreement, the Junior 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 Noteholder 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


 






    68 


     


    

 


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-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 Noteholder 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, the Junior Noteholder shall not be required to disclose any of the beneficial owners of a managed account on
behalf of which it holds the Junior Note.


 






    69 


     


    

 


(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.


 


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


 






    70 


     


    

 


(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, 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


 






    71 


     


    

 


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.


 


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,


 






    72 


     


    

 


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 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


 






    73 


     


    

 


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 Noteholder 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 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
Noteholder.


 


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


 






    74 


     


    

 


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.


 


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. NREC, as Initial Agent, may transfer its rights and obligations to the Servicer, as
successor Agent, at any time without the consent of any Noteholder. NREC, 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 New Notes pay on a Pro Rata and Pari Passu


 






    75 


     


    

 


Basis
with the Senior Notes 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]


 






    76 


     


    

 


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





	 	 	 
	 	NATIXIS REAL ESTATE CAPITAL LLC, as Initial Note A-1 Holder
	 	 
	 	By:	/s/ Jerry Tang
	 	 	Name: Jerry Tang 
	 	 	Title: Executive Director
	 	 	 
	 	By:	/s/ Delphine Clerjaud
	 	 	Name: Delphine Clerjaud
	 	 	Title: Vice President
	 	 	 
	 	NATIXIS REAL ESTATE CAPITAL LLC, as Initial Note A-2 Holder
	 	 	 
	 	By:	/s/ Jerry Tang
	 	 	Name: Jerry Tang 
	 	 	Title: Executive Director
	 	 	 
	 	By:	/s/ Delphine Clerjaud
	 	 	Name: Delphine Clerjaud
	 	 	Title: Vice President
	 	 	 
	 	NATIXIS REAL ESTATE CAPITAL LLC, as Initial Note A-3 Holder
	 	 
	 	By:	/s/ Jerry Tang
	 	 	Name: Jerry Tang 
	 	 	Title: Executive Director
	 	 	 
	 	By:	/s/ Delphine Clerjaud
	 	 	Name: Delphine Clerjaud
	 	 	Title: Vice President



 





Yorkshire
& Lexington Towers Agreement Among Noteholders


 











     


     


    

 


	 	 	 
	 	UBS AG, as Initial 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
	 	 	 
	 	UBS AG, as Initial 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 Initial 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 Initial 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



 


Yorkshire
& Lexington Towers Agreement Among Noteholders


 



     


     


    

 


	 	 
	 	UBS AG, as Initial Note A-8-1 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 Initial Note A-8-2 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



 


Yorkshire
& Lexington Towers Agreement Among Noteholders


 






     


     


    

 


	 	 	 
	 	Natixis Real Estate Capital LLC, as Initial Note B Holder
	 	 
	 	By:	/s/ Delphine Clerjaud
	 	 	Name: Delphine Clerjaud
	 	 	Title: Vice President
	 	 	 
	 	By:	/s/ Jerry Tang
	 	 	Name: Jerry Tang 
	 	 	Title: Executive Director










 


Yorkshire
& Lexington Towers Agreement Among Noteholders


 







     


     


    

 





EXHIBIT A



MORTGAGE LOAN SCHEDULE


 


		A.	Description of Mortgage Loan:



 


	Mortgage Loan:	Loan Agreement, dated as of October 3, 2017, between Natixis Real Estate Capital LLC, as Co-Lender and as Agent, UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York, as Co-Lender and the Mortgage Loan Borrower
	Mortgage Loan Borrower:	CF E 88 LLC, SM E 88 LLC, CF E 86 LLC, SM E 86 LLC and LSG E 86 LLC
	Date of the Mortgage Loan and the Mortgage: 	October 3, 2017
	Date of Note A-1, Note A-2, Note A-3, Note A-4, Note A-5, Note A-6 and Note A-7: 	October 3, 2017
	Date of Note A-8-1 and Note A-8-2: 	October 25, 2017
	Initial Principal Amount of Mortgage Loan:	$400,000,000.00
	Location of Mortgaged Property:	New York, New York
	Stated Maturity Date:	October 6, 2022


 


		B.	Description of Note Interests:



 


	Initial Senior Note Principal Balance:	$200,000,000.00
	Initial Note A-1 Principal Balance:	$40,000,000.00
	Initial Note A-2 Principal Balance:	$20,000,000.00
	Initial Note A-3 Principal Balance:	$20,000,000.00
	Initial Note A-4 Principal Balance:	$40,000,000.00
	Initial Note A-5 Principal Balance:	$40,000,000.00
	Initial Note A-6 Principal Balance:	$20,000,000.00
	Initial Note A-7 Principal Balance:	$10,000,000.00



 






    A-1 


     


    

 


	Initial Note A-8-1 Principal Balance:	$5,000,000.00
	Initial Note A-8-2 Principal Balance:	$5,000,000.00
	Initial Junior Note Principal Balance:	$200,000,000.00
	Initial Note B Principal Balance:	$200,000,000.00
	Senior Note Rate:	2.74%
	Junior Note Rate:	4.25%
	Initial Senior Note Percentage Interest: 	50.0%
	Initial Junior Note Percentage Interest:	50.0%



 






    A-2 


     


    

 


EXHIBIT B


 


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


 


Natixis Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Real Estate Administration

Facsimile No.: (212) 891-5777

Email: USCIBGlobalFinanceAssetManagementTeam@us.natixis.com


 


for all legal notices to:



Natixis North America LLC

Office of the General Counsel

1251 Avenue of the Americas

New York, New York 10020

Email: legal.notices@us.natixis.com (for all legal notices)


 


Initial Note A-4 Holder, Initial Note A-5 Holder, Initial Note A-6 Holder,
Initial Note A-7 Holder, Initial Note A-8-1 Holder and Initial Note A-8-2 Holder:


 


UBS AG


1285 Avenue of the Americas


New York, New York 10019


Attention:  David Schell


Email:  david.schell@ubs.com


 


with a copy to:



Chad Eisenberger, Esq.

UBS Business Solutions LLC

153 West 51st Street


New York, New York 10019

Email: chad.eisenberger@ubs.com

Telephone No.: (212) 821-4885


 






    B-1 


     


    

 


EXHIBIT C



PERMITTED FUND MANAGERS


 


		1.	Apollo Global Real Estate






		2.	Archon Capital, L.P.






		3.	BlackRock, Inc.






		4.	The Blackstone Group International Ltd.






		5.	Brascan Real Estate Financials Partners LLC






		6.	Capital Trust, Inc.






		7.	Clarion Partners






		8.	Colony Capital, Inc.






		9.	DLJ Real Estate Capital Partners






		10.	Eightfold Real Estate Capital, L.P.






		11.	Fortress Investment Group LLC






		12.	Goldman, Sachs & Co.






		13.	Gramercy Capital Corp.






		14.	iStar Financial Inc.






		15.	J.E. Roberts Companies






		16.	KKR Real Estate Manager Finance LLC






		17.	Lend-Lease Real Estate Investments






		18.	Lonestar Funds






		19.	North Star Realty Finance Corp.






		20.	Praedium Group






		21.	Prima Capital Advisors LLC






		22.	Raith Capital Partners, LLC






		23.	Rialto Capital Advisors, LLC






		24.	Rialto Capital Management, LLC






		25.	Square Mile Capital Management LLC






		26.	Starwood Financial Trust






		27.	Torchlight Investors






		28.	Walton Street Capital, LLC






		29.	Westbrook Partners






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



 






    C-1