Exhibit 4.7


 


EXECUTION VERSION




 



INTERCREDITOR AGREEMENT


Dated as of August 24, 2021


by and between


MORGAN
STANLEY bank, N.A.,


(Note A Holder)


and


Delaware
Life Insurance Company,


(Note B Holder)


 



Suarez Industrial Portfolio




    		  	 



     


    

This INTERCREDITOR AGREEMENT
(this “Agreement”), dated as of August 24, 2021, by and between MORGAN STANLEY BANK, N.A. (“Morgan Stanley
Bank”), as holder of Note A (in such capacity, together with its successors and assigns, the “Note A Holder”),
Delaware Life Insurance Company (“Delaware Life”), as holder of Note
B (in such capacity, together with its successors and assigns, the “Note B Holder”), and MORGAN STANLEY MORTGAGE CAPITAL
HOLDINGS LLC, a New York limited liability company (“MSMCH”), as initial agent (in such capacity, “Initial
Agent”).


W I T N E S S E T H:


WHEREAS, on August 24,
2021, Morgan Stanley Bank and MSMCH made a mortgage loan in the original principal amount of $84,950,000.00 (the “Mortgage Loan”)
to CLPG SJIP 1 LLC, CLPG SJIP 2 LLC and CLPG REXCO LLC, each a Puerto Rico limited liability company having an address at Santa Marina
II Building, Suite 201, Road 165, Buchannan Intersection, Guaynabo, Puerto Rico 00968 (collectively, together with their successors and
assigns, the “Mortgage Loan Borrower”) pursuant to a Loan Agreement dated as of August 24, 2021 (as amended, supplemented
or modified from time to time, the “Loan Agreement”);


WHEREAS, the Mortgage Loan
is secured by a first mortgage lien (the “Mortgage”), as more particularly described in the Mortgage Loan Schedule
attached as Exhibit A hereto, on the real property at the location set forth in the Mortgage Loan Schedule (the “Mortgaged Property”);


WHEREAS, the Mortgage Loan
is evidenced by (i) Promissory Note A, in favor of Morgan Stanley Bank, in the original principal amount of $60,000,000.00 (as amended,
supplemented or modified, “Note A”), and (ii) Promissory Note B, in favor of Delaware Life (as successor-in-interest
to MSMCH), in the original principal amount of $24,950,000.00 (as amended, supplemented or modified, “Note B”);


WHEREAS, Morgan Stanley
Bank expects to transfer all or a controlling portion of Note A to a securitization depositor for inclusion in a securitization trust
that may also include one or more other mortgage loans (such securitization, the “Note A Securitization” and the closing
date of such securitization, the “Note A Securitization Date”);


WHEREAS, contemporaneously
with the execution of this Agreement, MSMCH will transfer its right, title and interest in Note B to Delaware Life, pursuant to that certain
Assignment and Assumption Agreement, dated as of August 24, 2021, between MSMCH, as seller, and Delaware Life, as purchaser;


WHEREAS, the Mortgage Loan
is currently being serviced under a certain servicing agreement, dated as of May 13, 2011 (as amended, supplemented or modified, the “Interim
Servicing Agreement”), between Morgan Stanley Mortgage Capital Holdings LLC and Wells Fargo Bank, National Association (the
“Interim Servicer”);




    		 	 



     


    

WHEREAS, from and after the
Note A Securitization Date, the Mortgage Loan will be serviced pursuant to the pooling and servicing agreement entered into in connection
with the Note A Securitization; and


WHEREAS, the Holders desire
to enter into this Agreement to memorialize the terms under which they, and their respective successors and assigns, shall hold the Notes;


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


1.                 
Definitions; Conflicts. 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 meanings ascribed thereto
in the Servicing Agreement. To the extent of any inconsistency between terms defined in this Agreement and the Servicing Agreement, this
Agreement shall control. Whenever used in this Agreement, the following terms shall have the respective meanings set forth below unless
the context clearly requires otherwise. In addition, for so long as the Note A Securitization Date has not occurred, any capitalized terms
defined herein by reference to the Note A PSA or provisions referring to the operation of the Note A PSA shall be disregarded and have
no effect, and this Agreement shall be interpreted without regard to such provisions.


“Additional Servicing
Compensation” shall mean any servicing compensation that a Servicer is entitled to retain under the Servicing Agreement, other
than Servicing Fees, Special Servicing Fees, Workout Fees and Liquidation Fees.


“Advance”
shall mean any advance of a Scheduled Payment by the Master Servicer or the Trustee or any property advance or other similar servicing
advance by any Servicer or Trustee under the Note A PSA with respect to Note A, the Mortgage Loan or the Mortgaged Property.


“Advance Rate”
shall (a) prior to the Note A Securitization Date, and following the Note A Securitization Date, if Note A is no longer included in such
Securitization, mean the “Prime Rate” as published in the “Money Rates” section of the New York City edition of
The Wall Street Journal (or, if such section or publication is no longer available, such other comparable publication as determined
by the Servicer in its reasonable discretion) as may be in effect from time to time, or, if the “Prime Rate” no longer exists,
such other comparable rate (as determined by the Servicer in its reasonable discretion) as may be in effect from time to time, and (b)
on and after the Note A Securitization Date, and while Note A is included in the Note A Securitization, have the meaning assigned to to
the term “Prime Rate” in the Note A PSA.


“Affiliate”
shall mean with respect to any specified Person, (a) any other Person controlling or controlled by or under common control with such specified
Person (each a “Common Control Party”), (b) any other Person owning, directly or indirectly, twenty-five percent (25%)
or more of the beneficial interests in such Person or (c) any other Person in which such Person or a Common Control Party owns, directly
or indirectly, twenty-five percent (25%) or more of the beneficial interests. For the purposes of this definition, “control”
when used with respect to any specified Person means the power to direct the management and policies of such Person,




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directly or indirectly, whether through the
ownership of voting securities, by contract, relation to individuals or otherwise, and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


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


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


“Appraisal”
shall mean the most recent appraisal of the Mortgaged Property or REO Property, or update thereof, prepared by an Independent Appraiser,
in accordance with 12 C.F.R 225.64 and conducted in accordance with the standards of the Appraisal Institute.


“Appraisal Reduction”
shall: (x) prior to the Note A Securitization Date, and following the Note A Securitization Date, if Note A is no longer included in such
Securitization, mean, subject to the delivery of Threshold Event Collateral, as of any date of determination, an amount equal to the excess,
if any, of (A) the sum of (i) the Mortgage Loan Principal Balance on such date, (ii) to the extent not previously advanced by a Servicer,
all accrued and unpaid interest (exclusive of any default rate interest) on the Mortgage Loan, (iii) without duplication with respect
to the items set forth in clauses (i) and (ii) above, all unreimbursed Advances (and unpaid interest thereon at the Advance Rate) in respect
of the Mortgage Loan and (iv) all currently due and unpaid real estate taxes and assessments, ground rents and insurance premiums (net
of escrow payments or other reserve funds or letters of credit held by a Servicer in respect of such amounts), over (B) (i) the Appraised
Value of the Mortgaged Property plus (ii) the amount of any escrows or reserves held by a Servicer (other than reserves for real estate
taxes, ground rents, assessments and insurance premiums then due and payable), letters of credit and other cash equivalents which may,
pursuant to the Mortgage Loan Documents, be used to pay down the principal balance of the Mortgage Loan, and minus (iii) the amount of
any monetary liens (other than liens for items described in clause (A)(iv) above) on the Mortgaged Property that are prior (and not subordinate)
to the lien of the related Mortgage and are not (1) insured over or bonded in accordance with the Mortgage Loan Documents or (2) assumed
in determining the Appraised Value of such Mortgaged Property, and (y) on and after the Note A Securitization Date, and while Note A is
included in the Note A Securitization, have the meaning assigned to the term “Appraisal Reduction Amount” in the Note A PSA.


“Appraisal Reduction
Event” means (x) prior to the Note A Securitization Date, and following the Note A Securitization Date, if Note A is no longer
included in such Securitization, the earliest of (i) one hundred twenty (120) days after an uncured delinquency (without regard to the
application of any grace period), other than any uncured delinquency in respect of a balloon payment, occurs in respect of the Mortgage
Loan, (ii) the date on which a reduction in the amount of Scheduled Payments or a change in any other material economic term of the Mortgage
Loan (other than an extension of the Maturity Date) becomes effective as a result of a modification of the Mortgage Loan the Special Servicer,
(iii) thirty (30) days after the date on which a receiver has been appointed for the Mortgaged Property, (iv) thirty (30) days after the
date on which the Mortgage Loan Borrower declares bankruptcy (and the bankruptcy petition is not otherwise dismissed within such time),
(v) sixty (60) days after the date on which an involuntary




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petition of bankruptcy is filed with respect
to the Mortgage Loan Borrower if not dismissed within such time, (vi) ninety (90) days after an uncured delinquency occurs in respect
of a balloon payment with respect to the Mortgage Loan, except where a refinancing or sale is anticipated within one hundred twenty (120)
days after the Maturity Date of the Mortgage Loan, in which case one hundred twenty (120) days after such uncured delinquency, and (vii)
immediately after the Mortgage Loan becomes an REO Loan, and (y) on and after the Note A Securitization Date, and while Note A is included
in the Note A Securitization, have the meaning assigned to such term in the Note A PSA.


“Appraised Value”
means, as of any date of determination, the appraised value of the Mortgaged Property based upon the most recent Appraisal prepared by
an Independent Appraiser that is contained in the related servicing file under the Servicing Agreement.


“Asset Representations
Reviewer” means the asset representations reviewer appointed as provided in the Note A PSA and any successor appointed as provided
thereunder.


“Borrower Party”
(i) prior to the Note A Securitization Date, shall mean the Mortgage Loan Borrower, any property manager or any Affiliate of the foregoing,
and (ii) on and after the Note A Securitization Date, shall have the meaning assigned to the term “Borrower Party” (or other
analogous term) in the Note A PSA; provided that in all cases, the Mortgage Loan Borrower shall be a “Borrower Party”.


“Business Day”
shall have the meaning assigned to such term (or other analogous term) in the Servicing Agreement or, if not defined therein, shall mean
any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are not open for business.


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


“Certificate Administrator”
shall mean the certificate administrator under the Note A PSA and any successor appointed as provided thereunder.


“Closing Date”
shall mean the date of this Agreement.


“Code”
shall mean the Internal Revenue Code of 1986, as amended, by applicable temporary or final regulations of the U.S. Department of Treasury
issued thereunder.


“Collection Account”
shall mean, the “collection account” or similar account established under the Servicing Agreement for the purpose of servicing
the Mortgage Loan, including, with respect to amounts payable to the Note B Holder, the “whole loan custodial account” or
similar account (which may be a sub-account of the “collection account”).


“Control”
means the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership interests of
an entity and the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an




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entity, whether through the ability to exercise
voting power, by contract or otherwise. “Controlled by,” “Controlling” and “under Common Control with”
shall have the respective correlative meaning thereto.


A “Control Appraisal
Event” shall exist with respect to Note B, if and for so long as:


(a) (1) the Note B Principal
Balance as of the Closing Date, together with any Threshold Event Collateral, minus (2) the sum of (i) any payments of
principal (whether as scheduled amortization, Prepayments or otherwise) allocated to and received on Note B, (ii) any Appraisal Reductions
allocated to Note B and (iii) any Realized Principal Losses (without duplication of any Appraisal Reductions),


is less than


(b) 25% of (i) the Note B
Principal Balance as of the Closing Date, minus (ii) any payments of principal (whether as scheduled amortization, Prepayments
or otherwise) allocated to and received on Note B.


“Control Note”
shall have the meaning assigned to such term in Section 20(e) of this Agreement.


“Controlling Class”
shall have the meaning assigned to such term (or other analogous term) in the Note A PSA.


“Controlling Holder”
shall have the meaning assigned to such term in Section 20(e) of this Agreement.


“Costs”
shall mean all out-of-pocket costs, fees, expenses, Advances, interest, payments, losses, liabilities, judgments and/or causes of action
reasonably suffered or incurred or reasonably paid by a Holder (or any Servicer, the Operating Advisor, the Trustee, the Certificate Administrator,
the Asset Representations Reviewer or the Trust) pursuant to or in connection with the enforcement and administration of the Mortgage
Loan, the Mortgage Loan Documents, the Mortgaged Property, this Agreement or otherwise in connection with the enforcement and administration
of the Mortgage Loan, including, without limitation, reasonable attorneys’ fees and disbursements, taxes, assessments, insurance
premiums and other protective advances as more particularly provided in the Mortgage Loan Documents, except for those resulting from the
negligence or willful misconduct of such Holder (or such Servicer, Operating Advisor, Trustee, Certificate Administrator or the Asset
Representations Reviewer); provided, that “Costs” shall exclude (i) the costs and expenses relating to the origination
of the Mortgage Loan or the closing of the Note A Securitization, (ii) the Servicing Fee, the Special Servicing Fee and any fees of the
Operating Advisor, Trustee, Certificate Administrator or Asset Representations Reviewer and (iii) the day-to-day customary and usual,
ordinary costs of servicing and administration of the Mortgage Loan.


“Cure Event”
shall have the meaning assigned to such term in Section 10(b) hereof.


“Cure Right”
shall have the meaning assigned to such term in Section 10(b) hereof.




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“Custodial Agreement”
shall mean that certain custodial agreement, dated July 21, 2010, between Morgan Stanley Bank, as lender and Wells Fargo Bank, N.A., as
custodian.


“Custodian”
shall mean Wells Fargo Bank, N.A. and its successors in interest.


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


“Defaulted Mortgage
Loan” shall (x) prior to the Note A Securitization Date, mean the Mortgage Loan if any Event of Default exists with respect
to an obligation of the Mortgage Loan Borrower to pay money due under the Mortgage Loan or any non-monetary Event of Default exists that
continues for at least thirty (30) days and (y) on and after the Note A Securitization Date, have the meaning given to the term “Defaulted
Loan” (or other analogous term) in the Servicing Agreement.


“Depositor”
shall mean the depositor under the Note A PSA.


“Directing Certificateholder”
shall have the meaning assigned to such term (or other analogous term) in the Note A PSA.


“Eligibility Requirements”
means, with respect to any Person, that such Person (i)(A) has total assets (in name or under management and, in all cases, including
uncalled capital commitments) in excess of $650,000,000 and (B) except with respect to a pension advisory firm or similar fiduciary, has
capital/statutory surplus or shareholder’s equity (including uncalled capital commitments) of at least $250,000,000 or a market
capitalization of at least $400,000,000 and (ii) is regularly engaged in the business of making or owning commercial real estate
loans (or interests therein, including mezzanine loans with respect to commercial real estate) or owning or operating commercial real
estate properties (or interests therein).


“Event of Default”
shall have the meaning given to the term “Event of Default” (or other analogous term) as defined in the Loan Agreement.


“Final Recovery
Determination” shall mean a determination with respect to the Mortgage Loan by the Servicer, in its good faith discretion, consistent
with the Servicing Standard, that all insurance proceeds, condemnation proceeds, Liquidation Proceeds and other payments or recoveries
that the Servicer expects to be finally recoverable on the Mortgage Loan, without regard to any obligation of any Holder, Servicer or
Trustee, as the case may be, to make payments from its own funds, have been recovered.


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


“Holder”
shall mean the respective holder of a Note under this Agreement.


“Independent”
means a person who (i) does not have any direct financial interest or any material indirect financial interest, in any of the Holders,
the Servicer, the Mortgage Loan Borrower, any party to the Note A PSA, while Note A is included in the Note A Securitization, or any Affiliate
thereof, (ii) is not connected with any of the foregoing as an officer, employee, trustee, partner, member, director or person performing
similar functions.




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“Independent Appraiser”
means an Independent professional real estate appraiser who (i) is a member in good standing of the Appraisal Institute, (ii) if the state
in which the Mortgaged Property is located certifies or licenses appraisers, is certified or licensed in such state, and (iii) has a minimum
of five years’ experience in the subject property type and market.


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


“Initial Note A
Holder” shall mean Morgan Stanley Bank.


“Initial Note B
Holder” shall mean Delaware Life.


“Interest Rate”
shall mean (i) with respect to Note A, the Note A Interest Rate, and (ii) with respect to Note B, the Note B Interest Rate.


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


“Interim Servicing
Agreement” shall have the meaning assigned to such term in the recitals.


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


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


“Liquidation Fee”
shall have the meaning assigned to such term (or other analogous term) in the Note A PSA.


“Liquidation Proceeds”
shall have the meaning assigned to such term (or other analogous term) in the Note A PSA.


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


“Major Decision”
shall have the meaning given to such term (or other analogous term) in the Servicing Agreement or, if not defined therein, shall mean
any of the following actions:


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


(ii)               
any amendment or modification, consent to a modification or waiver of a monetary term of the Mortgage Loan (other than Penalty
Charges, but including the timing of payments and acceptance of discounted payoffs) or material non-monetary term of the Mortgage Loan
or any extension of the Maturity Date thereof;


(iii)               
[reserved];




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(iv)               
 following a default or an Event of Default with respect to the Mortgage Loan, any exercise of remedies, including any acceleration
thereof, application of reserve or escrow amounts to the outstanding balance of the Mortgage Loan or initiation of judicial, bankruptcy
or similar proceedings under the related Mortgage Loan Documents;


(v)               
any sale of the Mortgage Loan if it is a Defaulted Loan or REO Property for less than the sum of (A) the outstanding principal
balance of the Mortgage Loan, (B) accrued and unpaid interest (exclusive of default interest), (C) outstanding servicing advances plus
interest thereon at the Advance Rate, (D) unreimbursed Costs, (E) Special Servicing Fees, and (F) Liquidation Fees;


(vi)               
any determination to bring a Mortgaged Property or an REO Property into compliance with applicable environmental laws or to otherwise
address hazardous materials located at the Mortgaged Property or at an REO Property;


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


(viii)               
any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Mortgage Loan or, if lender
consent is required, any consent to such waiver or consent to a transfer of the Mortgaged Property or interests (direct or indirect) in
the Mortgage Loan Borrower, other than any such transfer or incurrence of debt as may be effected without the consent of the lender under
the related Mortgage Loan Documents;


(ix)               
any incurrence of additional debt by the Mortgage Loan Borrower or of any mezzanine financing by any beneficial owner of the Mortgage
Loan Borrower (to the extent that the lender has consent rights pursuant to the related Mortgage Loan Documents (for purposes of the determination
whether a lender has such consent rights pursuant to the related Mortgage Loan Documents, any Mortgage Loan Document provision that requires
that an intercreditor agreement be reasonably or otherwise acceptable to the lender will constitute such consent rights));


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


(xi)               
any franchise changes or brand management changes (in either case with respect to the Mortgage Loan if the lender consent or approval
is required under the related Mortgage Loan Documents) or any material property management company changes, including approval of the
termination of a manager and appointment of a new property manager;


(xii)               
releases of any escrow accounts, reserve accounts or letters of credit held as performance escrows or reserves other than those
required pursuant to the specific terms




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of the related Mortgage Loan Documents
and for which there is no material lender discretion;


(xiii)               
any requests for the funding or disbursement of “performance,” “earn-out,” holdback or similar escrows
and reserves (including those evidenced by letters of credit) regardless of whether such funding or disbursement may be characterized
as routine and/or customary and regardless of whether the Mortgage Loan has a primary servicer other than the Master Servicer;


(xiv)               
any acceptance of an assumption agreement or any other agreement permitting a transfer of direct or indirect interests in the Mortgage
Loan Borrower, guarantor or other obligor, or releasing the Mortgage Loan Borrower, guarantor or other obligor from liability under the
Mortgage Loan, or modifying the Mortgage Loan Borrower’s, guarantor’s or other obligor’s monetary liability under the
Mortgage Loan, other than pursuant to the specific terms thereof and for which there is no lender discretion;


(xv)               
any forbearance by the Servicer from taking any enforcement action with respect to (A) any failure by the Mortgage Loan Borrower
to maintain with respect to the Mortgaged Property specific insurance coverage with respect to, or an all-risk casualty insurance policy
that does not specifically exclude, terrorist or similar acts, and/or (B) any failure on the part of the Mortgage Loan Borrower to maintain
with respect to the Mortgaged Property insurance coverage with respect to damages or casualties caused by terrorist or similar acts upon
terms not materially less favorable than those in place as of the origination date;


(xvi)               
the determination of any use of proceeds of a hazard insurance claim to restore the Mortgaged Property if the amount of such proceeds
exceeds the restoration threshold (as provided in the Loan Agreement);


(xvii)               
the modification, waiver, amendment, execution, termination or renewal of any lease, to the extent lender approval is required
under the related Mortgage Loan Documents and if such lease (A) involves a ground lease, (B) is for a commercial lease, or (C) otherwise
constitutes a “major lease” or “material lease,” if applicable, under the related Mortgage Loan Documents, including
entering into any related subordination, non-disturbance and attornment agreement, subject to any deemed approval expressly set forth
in the related lease;


(xviii)               
any adoption or implementation of a budget submitted by the Mortgage Loan Borrower with respect to the Mortgage Loan (to the extent
lender approval is required under the related Mortgage Loan Documents);


(xix)               
the filing of any bankruptcy petition against the Mortgage Loan Borrower, any operating lessee, or any guarantor of the Mortgage
Loan or seeking the appointment of a receiver, conservator or trustee for the Mortgage Loan Borrower, any operating lessee, guarantor
or the Mortgaged Property, voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan
Borrower, operating lessee or guarantor, or any adoption or approval of a plan in bankruptcy, reorganization,




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restructuring or similar event in any
bankruptcy or insolvency proceeding with respect to the Mortgage Loan Borrower, operating lessee, or guarantor or any other party required
to be an special purpose entity under the Mortgage Loan Documents;


(xx)               
the exercise of the rights and powers granted under this Agreement or any related mezzanine loan intercreditor agreement to the
Note A Holder, the “Senior Lender” or such other similar term as may be set forth in any such agreement, as applicable, and/or
the “Servicer” referred to therein, if and to the extent such rights or powers affect the priority, payments, consent rights,
or security interest with respect to the Note A Holder, the “Senior Lender” or such other similar term;


(xxi)               
consent or approval of (or denial of consent or approval of), to the extent lender approval or consent is required or requested
under any such lease, the Mortgage Loan Documents or otherwise to any sale or encumbrance of any fee interest (whether or not owned by
the Mortgage Loan Borrower) encumbered by a ground lease or other lease to the Mortgage Loan Borrower;


(xxii)               
any determination to exercise (or not exercise) any renewal option under any lease in circumstances in which lender has been granted
a right to exercise such renewal option;


(xxiii)               
any determination to exercise (or not exercise) any rights of lender pursuant to any “comfort letter” provided by a
franchisor in connection with the Mortgaged Property (including, without limitation, whether or not to assume or otherwise enter into
a franchise agreement with such franchisor pursuant to such comfort letter);


(xxiv)               
any proposed modification, amendment or waiver of any terms of any guarantees, letters of credit or rate cap or swap agreements;


(xxv)               
any extension or shortening of the Maturity Date of the Mortgage Loan or any Note, other than in accordance with the express provisions
of the Loan Agreement or such Note;


(xxvi)               
any renewal or replacement of the then existing insurance policies (to the extent that such renewal or replacement policy does
not comply with the terms of the Mortgage Loan);


(xxvii)               
approval of material alterations or capital expenditures unless required or permitted pursuant to the specific terms of the related
Mortgage Loan Documents and for which there is no material lender discretion; and


(xxviii)               
following a foreclosure of the Mortgage or acceptance of a deed in lieu of foreclosure, any approval of a recommended course of
action for the Mortgaged Property, any approval of a selling agent, and any approval of the sale price of the Mortgaged Property.


As used above, the terms
“material lender discretion” and “lender discretion” require mortgagee discretion in making the relevant decision
regarding the release of collateral or the acceptance of




    		-10-	 



     


    

substitute or additional collateral, as applicable,
and such decision need not be based upon the satisfaction of specified objective conditions, the satisfactory delivery of certain factual
evidence or opinions or the satisfaction of any other specified objective criteria that is set forth in the related Mortgage Loan Documents.


“Majority Note Holder”
shall have the meaning to such term in Section 20(e) hereof.


“Master Servicer”
shall mean the master servicer under the Note A PSA and any successor appointed as provided thereunder.


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


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


“Model PSA”
shall mean the Pooling and Servicing Agreement dated as of May 1, 2021, between Banc of America Merrill Lynch Commercial Mortgage Inc.,
as depositor, Wells Fargo Bank, National Association, as general master servicer, Rialto Capital Advisors, LLC, as general special servicer,
National Cooperative Bank, N.A., as NCB master servicer and as NCB special servicer, Wells Fargo Bank, National Association, as certificate
administrator, Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset
representations reviewer, related to the BANK 2021-BNK33 securitization.


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


“Morgan Stanley
Bank” shall have the meaning assigned to such term in the preamble.


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


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


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


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


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


“Mortgage Loan Documents”
shall mean the Mortgage, the Notes, the Loan Agreement and all other documents evidencing or securing the Mortgage Loan.




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“Mortgage Loan Principal
Balance” shall mean, at any date of determination, the aggregate outstanding principal balance of the Notes evidencing the Mortgage
Loan.


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


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


“Net Interest Rate”
shall mean (i) with respect to Note A, the Note A Interest Rate minus the Servicing Fee Rate, and (ii) with respect to Note B, the Note B
Interest Rate minus the Servicing Fee Rate.


“Non-Control Note”
shall have the meaning assigned to such term in Section 20(e) of this Agreement.


“Non-Controlling
Holder” shall have the meaning assigned to such term in Section 20(e) hereof.


“Non-Exempt Person”
shall mean any Person other than a Person who is either (i) a U.S. Person or (ii) has on file with the Servicer for the relevant year
such duly-executed form(s) or statement(s) which may, from time to time, be prescribed by law and which, pursuant to applicable provisions
of (A) any income tax treaty between the United States and the country of residence of such Person, (B) the Code or (C) any applicable
rules or regulations in effect under clauses (A) or (B) above, permit the Servicer to make such payments free of any obligation
to withhold taxes; provided, that duly executed form(s) provided to the Servicer pursuant to Section 33(c) hereof shall be sufficient
to evidence that such providing Holder is not a Non-Exempt Person or liability for withholding.


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


“Note A Default
Interest Rate” shall have the meaning assigned to such term in the Mortgage Loan Schedule.


“Note A Securitization”
shall have the meaning assigned to such term in the preamble.


“Note A Securitization
Date” shall have the meaning assigned to such term in the preamble.


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


“Note A Holder Advance”
shall mean any monthly debt service payment advance or any property advance or other servicing advance by the Note A Holder (or any Servicer
or Trustee on its behalf), with respect to Note A, the Mortgage Loan or the Mortgaged Property.


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




    		-12-	 



     


    

“Note A Percentage
Interest” shall mean, as of any date, the ratio of the Note A Principal Balance to the Mortgage Loan Principal Balance.


“Note A Principal
Balance” shall mean, at any time of determination, the Closing Date Note A Principal Balance as set forth in the Mortgage Loan
Schedule, less (i) any payments of principal (including the principal portion of any cure payment made by the Note B Holder pursuant to
Section 10(b) hereof) thereon received by the Note A Holder and (ii) any reductions in such amount pursuant to Section 6.


“Note A PSA”
shall mean the pooling and servicing agreement governing the securitization trust for Note A after the Note A Securitization Date, which
shall have substantially the same terms and provisions as reflected in the Model PSA (including with respect to the Special Servicing
Fee, Liquidation Fee and Workout Fee).


“Note A Securitization
Date” shall have the meaning assigned to such term in the recitals.


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


“Note B Default
Interest Rate” shall have the meaning assigned to such term in the Mortgage Loan Schedule.


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


“Note B Holder Advance”
shall mean any monthly debt service payment advance or any property advance or other servicing advance by the Note B Holder with respect
to Note B, the Mortgage Loan or the Mortgaged Property (including, without limitation, any cure payment made by the Note B Holder
pursuant to Section 10(b) hereof).


“Note B Holder Purchase
Notice” shall have the meaning assigned to such term in Section 10(a) hereof.


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


“Note B Percentage
Interest” shall mean, as of any date, the ratio of the Note B Principal Balance to the Mortgage Loan Principal Balance.


“Note B Principal
Balance” shall mean at any time of determination, the Closing Date Note B Principal Balance as set forth in the Mortgage Loan
Schedule, less (i) any payments of principal thereon received by the Note B Holder and (ii) any reductions in such amount pursuant to
Section 6 hereof.


“Notes”
shall mean, collectively, Note A and Note B.


“Operating Advisor”
shall mean the operating advisor under the Note A PSA and any successor appointed as provided thereunder.




    		-13-	 



     


    

“Payment Date”
shall mean the “Monthly Payment Date” or “Payment Date” as such term (or other analogous term) is defined in the
Loan Agreement.


“Penalty Charges”
shall mean any amounts actually collected on the Mortgage Loan from the Mortgage Loan Borrower that represent late payment charges, other
than a Prepayment Premium or default interest.


“Percentage Interest”
shall mean (i) with respect to the Note A Holder, the Note A Percentage Interest, and (ii) with respect to the Note B Holder, the Note
B Percentage Interest.


“Permitted Fund
Manager” shall mean any Person that on the date of determination is (i)(a) one of the entities listed on Exhibit B, or the successor-in-interest
thereto or a Person Controlling, Controlled by or under Common Control with, any such entity, or any other nationally-recognized manager
of investment funds investing in debt or equity interests relating to commercial real estate or (b) an entity that is otherwise a Qualified
Institutional Lender under clauses (a), (b), (c) or (d) of the definition thereof, (ii) investing through
a fund with committed capital of at least $1,000,000,000 and (iii) not subject to a proceeding or other action, whether voluntary or involuntary,
of any case arising under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief
of debtors.


“Person”
shall mean any individual, sole proprietorship, corporation, general partnership, limited partnership, limited liability company or partnership,
joint venture, association, joint stock company, bank, trust, estate unincorporated organization, any federal, state, county or municipal
government (or any agency or political subdivision thereof) endowment fund or any other form of entity.


“Pledge”
shall have the meaning assigned to such term in Section 17 hereof.


“Pledgee”
shall have the meaning assigned to such term in Section 17 hereof.


“Prepayment”
shall mean any payment of principal made by the Mortgage Loan Borrower with respect to the Mortgage Loan which is received in advance
of its scheduled Maturity Date, whether made by reason of a casualty or condemnation, due to the acceleration of the maturity of such
Mortgage Loan or otherwise.


“Prepayment Premium”
shall mean any prepayment premium, yield maintenance premium or similar fee required to be paid in connection with a Prepayment of the
Mortgage Loan or any Note, as applicable, in each case pursuant to the Mortgage Loan Documents.


“Principal Balance”
shall mean (i) with respect to the Note A Holder, the Note A Principal Balance, and (ii) with respect to the Note B Holder, the Note B
Principal Balance.


“Purchase Option
Consummation Window” shall mean the time period between (1) the 5th Business Day after the date of receipt of the Note B Holder
Purchase Notice and (2) the 10th Business Day after the date of receipt of the Note B Holder Purchase Notice.


“Purchase Option
Cut-Off Date” shall mean the earliest date to occur of (1) the cure of the event or circumstance resulting in the Mortgage Loan
being a Defaulted Mortgage




    		-14-	 



     


    

Loan, (2) the consummation of a foreclosure
sale, sale by power of sale or delivery of a deed in lieu of foreclosure with respect to the Mortgaged Property, except that if the Servicer
intends to accept a deed in lieu of foreclosure, it shall notify the Note B Holder, and the Note B Holder shall have the option, within
fifteen (15) days from the date of receipt of notice to such effect, to deliver a Note B Holder Purchase Notice to the Note A Holder and,
provided that such notice has been delivered within such time period, to consummate the purchase within ten (10) Business Days after
such purchase notice is so delivered, and (3) the modification of the Mortgage Loan Documents effected in accordance herewith in consummation
of a workout of the Mortgage Loan and with the terms of the Servicing Agreement (and subject to the approval rights of the Controlling
Holder set forth herein and therein).


“Purchase Option
Notice” shall have the meaning assigned to such term in Section 10(a) hereof.


“Purchase Option
Price” shall mean, with respect to Note A, the sum of the following, without duplication: (i) the Principal Balance of
such Note (as of the date of purchase), (ii) accrued and unpaid interest on the Principal Balance of such Note at the Interest Rate
applicable to such Note, up to (but excluding) the date of purchase (or, if such Note has been deposited into a Securitization, if such
date of purchase is not a Payment Date, up to (but excluding) the Payment Date next succeeding the date of purchase), provided payment
is made in good funds by 3:00 p.m. New York local time, (iii) any unreimbursed Note A Holder Advances made by or on behalf
of the Holder of such Note and interest thereon at the Advance Rate, (iv) any accrued and unpaid Servicing Fees, (v) any Special
Servicing Fees and Liquidation Fees (but excluding any such Liquidation Fees if such Note is purchased within 90 days of the purchasing
Holder’s receipt of the applicable Purchase Option Notice) and (vi) any unreimbursed Costs incurred by the Holder of such Note.
In determining the Purchase Option Price, amounts payable by the Mortgage Loan Borrower as a Prepayment Premium, default interest, Penalty
Charges and other similar fees and the value of such amounts shall not be included; provided, that such amounts shall be included
if the Person exercising the purchase option is a Borrower Party.


“Qualified Conduit
Lender” shall mean, with respect to a Pledge by a Holder of its Note, a commercial paper conduit program (a “Conduit”)
as to which the following conditions are satisfied:


(a)               
the terms of the loan (a “Conduit Inventory Loan”) made by the Conduit to such Holder require the Conduit to
maintain a third party (“Conduit Credit Enhancer”) to provide credit enhancement;


(b)              
the Conduit Credit Enhancer is a Qualified Institutional Lender;


(c)               
such Holder pledges its interest in such Note to the Conduit as collateral for the Conduit Inventory Loan; and


(d)              
the Conduit Credit Enhancer and the Conduit agree that, if such Holder defaults under the Conduit Inventory Loan, or if the Conduit
is unable to refinance its outstanding commercial paper even if there is no default by such Holder, the Conduit Credit Enhancer will purchase
the Conduit Inventory Loan from the Conduit, and the Conduit will




    		-15-	 



     


    

assign the pledge of such Holder’s
interest in such Note to the Conduit Credit Enhancer, and unless the Conduit is in fact then a Qualified Institutional Lender, the Conduit
will not, without obtaining the written consent of the other Holder, have any greater right to acquire the interests in such Note pledged
by such Holder, by foreclosure or otherwise, than would any other purchaser that is not a Qualified Institutional Lender at a foreclosure
sale conducted by a Pledgee.


“Qualified Institutional
Lender” means (i) the Initial Note A Holder, (ii) the Initial Note B Holder and (iii) any one or more of the following (other
than a Borrower Party):


(a)               
a real estate investment trust, bank, savings and loan association, investment bank, insurance company, trust company, commercial
credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan, provided that any such
Person referred to in this clause (a) satisfies the Eligibility Requirements;


(b)              
an investment company, money management firm or “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, provided that any such Person referred to in this clause (b) satisfies the Eligibility
Requirements;


(c)               
an institution substantially similar to any of the foregoing entities described in clauses (a) or (b) of this
definition that satisfies the Eligibility Requirements;


(d)              
any entity Controlled by any of the entities described in clauses (a), (b) or (c) of this definition;


(e)               
a Qualified Trustee (or in the case of a CDO, a single purpose bankruptcy remote entity that contemporaneously pledges its interest
in a Note to a Qualified Trustee) in connection with (A) a securitization of, (B) the creation of mortgage pass-through certificates
backed by, or other securitization of, a Note (any such securitization, “CMBS”) or the creation of collateralized debt
obligations (“CDO”) secured by, or (C) a financing through an “owner trust” of a Note (any of the foregoing,
a “Securitization Vehicle”), provided that (1) one or more classes of securities issued by such Securitization Vehicle
is initially rated at least investment grade by each of the Rating Agencies that also assigned a rating to one or more classes of securities
issued in connection with the Securitization of Note A (if applicable); (2) the special servicer or manager of such Securitization Vehicle
is a Qualified Servicer and such Qualified Servicer is required to service and administer such Note in accordance with a servicing standard
notwithstanding any contrary direction or instruction from any other Person; or (3) in the case of a Securitization Vehicle that is a
CDO, the CDO Asset Manager and, if applicable, each Intervening Trust Vehicle that is not administered and managed by a CDO Asset Manager
that is a Qualified Institutional Lender, are each a Qualified Institutional Lender under clauses (a), (b), (c) or
(d) of this definition;


(f)               
the Trustee, in connection with the transactions contemplated by the Note A PSA; or




    		-16-	 



     


    

(g)              
 an investment fund, limited liability company, limited partnership or general partnership where a Permitted Fund Manager acts
as the managing member, general partner or fund manager and at least 50% of the equity interests in such investment vehicle are owned,
directly or indirectly, by one or more entities that are otherwise Qualified Institutional Lenders under clauses (a), (b),
(c) or (d) of this definition.


“Qualified Servicer”
shall mean any nationally recognized commercial mortgage loan servicer (A) with respect to Fitch, that is rated at least “CMS3”
(in the case of a master servicer) or “CSS3” (in the case of a special servicer), by Fitch; (B) with respect to S&P, that
appears on the S&P Select Servicer List as a U.S. Commercial Mortgage Master Servicer, in the case of a master servicer, or the S&P
Select Servicer List as a U.S. Commercial Mortgage Special Servicer, in the case of a special servicer; (C) with respect to Moody’s,
(1) that confirms in writing that it was appointed to act as, and currently serves as, master servicer or special servicer, as applicable,
on a transaction-level basis on the closing date of a commercial mortgage loan securitization with respect to which Moody’s rated
one or more classes of certificates and one or more of such classes of certificates are still outstanding and rated by Moody’s,
and (2) as to which Moody’s has not cited servicing concerns with respect to such servicer as the sole or a 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 rated by Moody’s in any other commercial mortgage-backed securities transaction serviced by such servicer
prior to the time of determination; (D) with respect to DBRS Morningstar, that is acting as master servicer or special servicer in a commercial
mortgage loan securitization that was rated by DBRS Morningstar within the twelve (12) month period prior to the date of determination,
and DBRS Morningstar has not qualified, downgraded or withdrawn the then-current rating or ratings of one or more classes of commercial
mortgage securities citing servicing concerns with the servicer as the sole or material factor in such rating action; and (E) in the case
of KBRA, that (1) is acting as master servicer or special servicer, as applicable, in a commercial mortgage loan securitization that was
rated by KBRA within the twelve (12) month period prior to the date of determination that has not been downgraded or caused the withdrawal
of the then current rating on any class of commercial mortgage securities or placement of any class of commercial mortgage securities
on watch citing the continuation of such servicer, as master servicer or special servicer, as applicable, of such commercial mortgage
securities, as the sole or a material reason for such downgrade or withdrawal (or placement on watch) or (2) has not acted as master servicer
or special servicer, as applicable, in a commercial mortgage loan securitization that was rated by KBRA in such twelve (12) month period
but has received a Rating Agency Confirmation from KBRA.


“Qualified Trustee”
means (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws
of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred,
having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority,
(ii) an institution insured by the Federal Deposit Insurance Corporation or (iii) an institution whose long-term senior unsecured
debt is rated either of the then in effect top two rating categories of each of the Rating Agencies.


“Rating Agencies”
shall mean S&P, Moody’s, Fitch, KBRA, DBRS Morningstar; provided, that at any time during which Note A is an asset of
a Securitization, “Rating Agencies”




    		-17-	 



     


    

shall mean the rating agencies that from time
to time rate the securities issued in connection with such Securitization.


“Realized Principal
Loss” shall mean any reduction in the Mortgage Loan Principal Balance that does not result in an accompanying payment of principal
to any of the Holders, which may result from, but is not limited to, one of the following circumstances: (i) the cancellation or forgiveness
of any portion of the Mortgage Loan Principal Balance in connection with a bankruptcy or similar proceeding or a modification or amendment
of the Mortgage Loan granted by the Servicer pursuant to the terms of the Servicing Agreement and this Agreement; or (ii) a reduction
in the mortgage interest rate in connection with a bankruptcy or similar proceeding involving the Mortgage Loan Borrower or a modification
or amendment of the Mortgage Loan agreed to by the Servicer in accordance with the terms of the Servicing Agreement and this Agreement,
that as a result of the application of Section 6, results in the application of principal to pay interest to one or more Holders
(each such Realized Principal Loss described in this clause (ii) shall be deemed to have been incurred on the Payment Date for
each affected Scheduled Payment).


“Redirection Notice”
shall have the meaning assigned to such term in Section 17 hereof.


“REMIC”
shall mean a “real estate mortgage investment conduit” as defined in section 860D of the Code.


“REO Property”
shall mean the Mortgaged Property (or an interest therein) if acquired by the lender through foreclosure, deed-in-lieu of foreclosure,
abandonment or reclamation from bankruptcy in connection with a Defaulted Mortgage Loan or otherwise treated as foreclosure property under
the REMIC provisions of the Code.


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


“Scheduled Payment”
shall mean the monthly debt service payment of scheduled principal and/or interest (but excluding default interest) due and payable in
accordance with the terms of the Mortgage Loan Documents.


“Securitization”
shall mean the sale by a Holder of all or a portion of its respective Note to a depositor who will in turn include all or a portion of
such Note as part of a securitization of one or more mortgage loans, as the context requires.


“Servicer”
shall mean (i) prior to the Note A Securitization Date, the Interim Servicer, (ii) on and after the Note A Securitization Date, (a) if
the Mortgage Loan is a non-Specially Serviced Mortgage Loan, the Master Servicer, and (b) if the Mortgage Loan is a Specially Serviced
Mortgage Loan, the Special Servicer (provided, that if the Note A PSA allocates a specific function, right or obligation with respect
to the Mortgage Loan to the Master Servicer or Special Servicer, “Servicer” shall mean the party so designated) and (iii)
at any time the Mortgage Loan is not serviced pursuant to the Interim Servicing Agreement and Note A is not included in a Securitization,
the servicer approved pursuant to Section 2 hereof.


“Servicing Agreement”
shall mean (i) prior to the Note A Securitization Date, the Interim Servicing Agreement, and (ii) on and after the Note A Securitization
Date, the Note A




    		-18-	 



     


    

PSA; provided, that after the Note A
Securitization Date, if Note A is no longer an asset of the Trust, or at any other time when the Mortgage Loan is not serviced pursuant
to the Interim Servicing Agreement and the Note A Securitization Date has not occurred, the term “Servicing Agreement” shall
mean the subsequent servicing agreement entered into pursuant to Section 2(b) of this Agreement.


“Servicing Fee”
(i) prior to the Note A Securitization Date, shall have the meaning assigned to the term “Servicing Fee” (or other analogous
term) in the Interim Servicing Agreement and (ii) on and after the Note A Securitization Date, shall have the meaning assigned to the
term “Servicing Fee” or other analogous term in the Note A PSA.


“Servicing Fee Rate”
(i) prior to the Note A Securitization Date, shall mean the rate per annum at which the “Servicing Fee” (or other analogous
term) defined in the Interim Servicing Agreement accrues and (ii) on and after the Note A Securitization Date, shall have the meaning
assigned to the term “Servicing Fee Rate” (or other analogous term) in the Note A PSA, which shall not exceed 0.00250% per
annum.


“Servicing Standard”
shall mean the standard of care that is to be applied by the Servicer in servicing and administering the Mortgage Loan, the Mortgaged
Property and any REO Property, as set forth in the Servicing Agreement.


“Servicing Transfer
Event” means an event under the Note A PSA that results in servicing of the Mortgage Loan being transferred from the Master
Servicer to the Special Servicer.


“Special Servicer”
shall mean the special servicer under the Note A PSA and any successor appointed as provided thereunder and in accordance with the terms
of this Agreement.


“Special Servicing
Fee” shall have the meaning assigned to such term or other analogous term in the Note A PSA.


“Specially Serviced
Mortgage Loan” shall mean a mortgage loan serviced by the Special Servicer following a Servicing Transfer Event.


“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 20(c) hereof.


“Threshold Event
Cure” shall have the meaning assigned to such term in Section 20(c) hereof.


“Transfer”
means any assignment, pledge, conveyance, sale, transfer, mortgage, encumbrance, grant of a security interest, issuance of a participation
interest, or other disposition, either directly or indirectly, by operation of law or otherwise.




    		-19-	 



     


    

“Triggering Event
of Default” shall mean (i) any Event of Default with respect to an obligation of the Mortgage Loan Borrower to pay money due
under the Mortgage Loan or (ii) so long as Note A is included in a Securitization (and only on and after the Note A Securitization Date)
any non-monetary Event of Default (other than any imminent Event of Default) resulting in the Mortgage Loan becoming a Specially Serviced
Mortgage Loan. A Triggering Event of Default shall not exist if the Note B Holder is exercising its cure rights in accordance with Section
10 of this Agreement and the applicable cure period has not expired.


“Trust”
shall mean the trust established pursuant to the Note A PSA.


“Trustee”
shall mean the trustee under the Note A PSA and any successor appointed as provided thereunder.


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


“Workout Fee”
shall have the meaning assigned to such term (or other analogous term) in the Note A PSA.


2.                 
Administration of the Mortgage Loan Generally.


(a)               
From and after the date hereof, administration of the Mortgage Loan shall be governed by this Agreement and the Servicing Agreement,
which Servicing Agreement shall not be amended or modified in any manner materially adverse to the Note B Holder or in any manner that
adversely affects such Holder’s rights under this Agreement or under the Mortgage Loan Documents without the prior written consent
of such Holder. The Note A Holder shall have the right to appoint any Master Servicer in accordance with the terms of the Servicing Agreement.
The Note B Holder shall have the right from and after the date of this Agreement to appoint the Special Servicer with respect to the Mortgage
Loan in accordance with the terms of this Agreement.


(b)              
Following the Note A Securitization Date, if at any time Note A ceases to be an asset of the Trust, the Note A Holder shall cause
the Mortgage Loan to be serviced for the benefit of all Holders pursuant to a servicing agreement that has been agreed upon by the Holders,
and that is substantially similar to the servicing provisions of the Note A PSA, and all references herein to the “Servicing Agreement”
shall mean such subsequent servicing agreement; provided, that until a replacement servicing agreement has been entered into, the
Note A Holder shall cause the Mortgage Loan to be serviced for the benefit of all Holders pursuant to the provisions of the Note A PSA
as if such agreement were still in full force and effect with respect to the Mortgage Loan; provided, further, that until
a replacement servicing




    		-20-	 



     


    

agreement is in place, the actual servicing
of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Note A Holder (or, if an action would be taken by the
Special Servicer under the Note A PSA, a Qualified Servicer appointed by the Note B Holder) and does not have to be performed by the servicers
under the Note A PSA; provided, further, that in no event shall such subsequent servicing agreement differ from the Note
A PSA in a manner that is materially adverse to the Note B Holder (including, without limitation, the Note B Holder’s rights related
to the appointment and termination of the special servicer) without the prior written consent of such Holder. Consent of the Note B Holder
to any replacement Servicing Agreement proposed by the Note A Holder shall not be unreasonably withheld, conditioned or delayed. Notwithstanding
anything to the contrary contained herein (including Sections 5 and 20(a) hereof), in accordance with the Servicing Agreement,
the Servicer shall be required to service and administer the Mortgage Loan in accordance with the Servicing Standard, taking into account
the interests of each Holder (unless such Holder is a Borrower Party), with a view to maximizing the realization for all such Holders
as a collective whole (it being understood that the interest of the Note B Holder is a junior interest subject to the terms and conditions
of this Agreement). Each Holder that is not a Borrower Party shall be deemed a third party beneficiary of such provisions of the Servicing
Agreement.


(c)               
The Note B Holder hereby irrevocably appoints the Depositor as such Holder’s attorney in fact to sign the Note A PSA on its
behalf with respect to such provisions that relate to the servicing of the Mortgage Loan and Note B.


(d)              
The Holders acknowledge (x) that the Servicer is to comply with this Agreement and the Mortgage Loan Documents in the servicing
of the Mortgage Loan and (y) that the rights of the holder of the Mortgage Loan, and consequently those of the Holders, are subject to
the terms and provisions of the Mortgage Loan Documents and the laws applicable to the Mortgage Loan. The Holders further acknowledge
that this Agreement shall constitute an “Intercreditor Agreement” as such term (or other analogous term) is defined under
the Note A PSA.


(e)               
Prior to the Note A Securitization Date, the Servicer shall be entitled to the Servicing Fee, and the engagement of a Servicer
for any servicing duties customarily reserved for special servicers (which shall be determined by reference to the Model PSA) and the
fees therefor, shall require the consent of all of the Holders. From and after the Note A Securitization Date, (i) the applicable Servicer
shall be entitled to the Servicing Fee, the Special Servicing Fee, the Liquidation Fee and the Workout Fee, in each case at the times
and in the amounts set forth in the Servicing Agreement, and (ii) the Holders acknowledge that pursuant to the Servicing Agreement, a
Servicer may be entitled to receive Additional Servicing Compensation, and to the extent any such Additional Servicing Compensation is
actually received by a Servicer in accordance with the Servicing Agreement, such Servicer shall be entitled to retain the same.


(f)               
The parties hereto acknowledge that Note A or interests therein may be included as assets of a REMIC, and any provision of this
Agreement to the contrary notwithstanding, for so long as any interest in Note A remains an asset of a REMIC: (i) the Mortgage Loan
shall be administered such that it shall qualify at all times as (or as interests in) a “qualified mortgage” within the meaning
of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired by or on behalf of the Holder of Note
A




    		-21-	 



     


    

pursuant to a foreclosure, exercise
of a power of sale or delivery of a deed in lieu of foreclosure of the Mortgage or otherwise or lien on such property following a default
on the Mortgage Loan shall be administered so that the interest of each Holder therein shall at all times qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code, and (iii) no Holder may modify, waive or amend any provision of
the Mortgage Loan, consent to or withhold consent from any action of the Mortgage Loan Borrower, or exercise or refrain from exercising
any powers or rights which the Holders may have under the Mortgage Loan Documents, if any such action would constitute a “significant
modification” of the Mortgage Loan, within the meaning of Treasury Regulation Section 1.860G-2(b), more than three (3) months after
the earliest startup day of the REMIC which includes Note A (or any portion thereof) or would otherwise cause the REMIC to fail to qualify
as a REMIC. The Holders agree that the provisions of this paragraph shall be effected by compliance by the Note A Holder or its assignee
with this Agreement, the Servicing Agreement or any other servicing agreement that governs the administration of the Mortgage Loan or
the Holders’ interest therein. All costs and expenses of compliance with this Section 2(f), 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
of the Code or the actual payment of any REMIC tax or expense, shall be borne solely by the Note A Holder.


3.                 
Subordination of Note B; Payments Prior to a Triggering Event of Default. Note B and the rights of the Note B Holder to
receive payments of principal, interest and other amounts in respect of Note B shall at all times be junior, subject and subordinate
to Note A and the rights of the Note A Holder to receive payments of principal, interest and other amounts in respect of Note A. Subject
to the application of Section 6, if no Triggering Event of Default shall have occurred and be continuing, then all amounts tendered
by the Mortgage Loan Borrower or otherwise available for payment on the Mortgage Loan (including, without limitation, payments received
in connection with any guaranty or indemnity agreement), whether received in the form of Scheduled Payments, Prepayments, balloon payments,
Liquidation Proceeds, Note B Holder Advances, Penalty Charges, cure payments, proceeds under title, hazard or other insurance policies
or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain (other than any amounts
for required reserves or escrows required by the Mortgage Loan Documents and 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 Servicing Standard or the Mortgage
Loan Documents) shall be distributed by the Servicer (or, after the Note A Securitization Date, the Master Servicer) and applied in the
following order of priority, subject to any deduction, reimbursement, recovery or other payment required or permitted under this Agreement
with respect to the Mortgage Loan or the Mortgaged Property (and payments shall be made at such times as are set forth in the Servicing
Agreement), in each case to the extent of available funds:


(a)               
first, to the Note A Holder (or a Servicer or the Trustee, as applicable), up to the amount of any unreimbursed Costs paid
by the Note A Holder (or paid or advanced by a Servicer or the Trustee, as applicable) with respect to the Mortgage Loan pursuant to this
Agreement or the Servicing Agreement, including, without limitation, unreimbursed Note A Holder Advances and interest thereon at the applicable
Advance Rate, to the extent such Costs and Note A Holder Advances and interest thereon are then payable hereunder or under the Servicing
Agreement;




    		-22-	 



     


    

(b)              
 second, to the Servicer and any Special Servicer, the applicable accrued and unpaid Servicing Fee, Special Servicing Fee
and any Workout Fee, earned by them with respect to the Mortgage Loan under this Agreement or the Servicing Agreement;


(c)               
third, pro rata, to each Holder, in an amount equal to the accrued and unpaid interest on its respective Principal
Balance at the Net Interest Rate applicable to such Note;


(d)              
fourth, pro rata, to the Holders in accordance with their respective initial Percentage Interests, any principal
payments received on the Mortgage Loan for the related interest accrual period, which amounts shall be applied in reduction of the Principal
Balance of the respective Notes;


(e)               
fifth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or the Mortgaged Property exceed
the amounts required to be applied in accordance with the foregoing clauses (a)-(d), first, to the Note A Holder, in an amount
equal to the aggregate of unreimbursed Realized Principal Losses previously allocated to Note A in accordance with the terms of Section 6
or Section 7, plus interest thereon at the Note A Net Interest Rate compounded monthly from the date the related Realized
Principal Loss was allocated to Note A, and second, to Note B, an amount equal to the aggregate of unreimbursed Realized Principal
Losses previously allocated to Note B in accordance with the terms of Section 6 or Section 7, plus interest thereon
at the Note B Net Interest Rate compounded monthly from the date the related Realized Principal Loss was allocated to Note B;


(f)               
sixth, to the Note B Holder (or any Person acting on its behalf), up to the amount of any unreimbursed Note B Holder Advances
made by the Note B Holder and any applicable interest thereon at the Advance Rate and unreimbursed Costs paid by the Note B Holder (or
such Person acting on its behalf) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement;


(g)              
seventh, any interest accrued at the Mortgage Loan Default Rate on the Mortgage Loan Principal Balance to the extent such
default interest amount is (i) actually paid by the Mortgage Loan Borrower and (ii) in excess of interest accrued on the Mortgage Loan
Principal Balance at the Mortgage Interest Rate, (x) first, to the Note A Holder (subject to the allocation of such amount pursuant
to the terms of the Servicing Agreement), in an amount calculated on the Note A Principal Balance on such Payment Date prior to the application
of funds contemplated in this Section 3 at the excess of (A) the Note A Default Interest Rate over (B) the Note A Interest Rate,
and (y) second, to the Note B Holder in an amount calculated on the Note B Principal Balance on such Payment Date prior to the
application of funds contemplated in this Section 3 at the excess of (A) the Note B Default Interest Rate over (B) the Note B Interest
Rate;


(h)              
eighth, any Prepayment Premiums received on the Notes will be applied (a) first, to payment of Prepayment Premiums due on
Note A, based on such Note A’s Principal Balance; and (b) second, to payment of Prepayment Premiums due on Note B, based on such
Note B’s Principal Balance;




    		-23-	 



     


    

(i)                
 ninth, pro rata, to the extent not payable to any Servicer as Additional Servicing Compensation, to each Holder,
its Percentage Interest (prior to the application of funds contemplated in this Section 3) of any extension fees, assumption fees
and Penalty Charges, in each case, to the extent actually paid by the Mortgage Loan Borrower; and


(j)                
tenth, pro rata, to the Holders in accordance with their respective initial Percentage Interests, any excess amount
not otherwise applied pursuant to the foregoing clauses (a) through (i) of this Section 3.


4.                 
Payments Following a Triggering Event of Default. Subject to the application of Section 6, after the occurrence of
a Triggering Event of Default and for so long as such Triggering Event of Default is continuing, then all amounts tendered by the Mortgage
Loan Borrower or otherwise available for payment on the Mortgage Loan (including, without limitation, payments received in connection
with any guaranty or indemnity agreement), whether received in the form of Scheduled Payments, Prepayments, balloon payments, Liquidation
Proceeds, Note B Holder Advances, Penalty Charges, cure payments, proceeds under title, hazard or other insurance policies or awards or
settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain (other than any amounts for required
reserves or escrows required by the Mortgage Loan Documents and 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 Servicing Standard or the Mortgage Loan Documents)
shall be distributed by the Servicer (or, after the Note A Securitization Date, the Master Servicer) and applied in the following order
of priority, subject to any deduction, reimbursement, recovery or other payment required or permitted under this Agreement with respect
to the Mortgage Loan or the Mortgaged Property (and payments shall be made at such times as are set forth in the Servicing Agreement),
in each case to the extent of available funds:


(a)               
first, to the Note A Holder (or a Servicer or the Trustee, as applicable), up to the amount of any unreimbursed Costs paid
by the Note A Holder (or paid or advanced by a Servicer or the Trustee, as applicable) with respect to the Mortgage Loan pursuant to this
Agreement or the Servicing Agreement, including, without limitation, unreimbursed Note A Holder Advances and interest thereon at the applicable
Advance Rate, to the extent such Costs and Note A Holder Advances and interest thereon are then payable hereunder or under the Servicing
Agreement;


(b)              
second, to the Servicer and any Special Servicer, the applicable accrued and unpaid Servicing Fee, Special Servicing Fee
and any Workout Fee, earned by them with respect to the Mortgage Loan under this Agreement or the Servicing Agreement;


(c)               
third, to the Note A Holder, in an amount equal to the accrued and unpaid interest on the Note A Principal Balance at the
Note A Net Interest Rate with respect to its Note;


(d)              
fourth, to the Note A Holder, in an amount equal to the Note A Principal Balance, until such principal amount has been paid
in full;


(e)               
fifth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or the Mortgaged Property exceed
the amounts required to be applied in




    		-24-	 



     


    

accordance with the foregoing clauses
(a)-(d), to the Note A Holder, in an amount equal to the aggregate of unreimbursed Realized Principal Losses previously allocated to the
Note A Holder in accordance with the terms of Section 6 or Section 7, plus interest thereon at the Note A Net
Interest Rate compounded monthly from the date the related Realized Principal Loss was allocated to Note A;


(f)               
sixth, to the Note B Holder (or any Person acting on its behalf), up to the amount of any unreimbursed Note B Holder Advances
made by the Note B Holder and any applicable interest thereon at the Advance Rate and unreimbursed Costs paid by the Note B Holder (or
such Person acting on its behalf) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement;


(g)              
seventh, to the Note B Holder, in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at
the Note B Net Interest Rate;


(h)              
eighth, to the Note B Holder in an amount equal to the Note B Principal Balance, until such principal amount has been paid
in full;


(i)                
ninth, if the proceeds of any foreclosure sale or any liquidation of the Mortgage Loan or the Mortgaged Property exceed
the amounts required to be applied in accordance with the foregoing clauses (a)-(h), to Note B, an amount equal to the aggregate of unreimbursed
Realized Principal Losses previously allocated to Note B in accordance with the terms of Section 6 or Section 7,
plus interest thereon at the Note B Net Interest Rate compounded monthly from the date the related Realized Principal Loss was allocated
to Note B;


(j)                
tenth, any interest accrued at the Mortgage Loan Default Rate on the Mortgage Loan Principal Balance to the extent such
default interest amount is (i) actually paid by the Mortgage Loan Borrower and (ii) in excess of interest accrued on the Mortgage Loan
Principal Balance at the Mortgage Interest Rate, (x) first, to Note A Holder (subject to the allocation of such amount pursuant
to the terms of the Servicing Agreement), in an amount calculated on the Note A Principal Balance on such Payment Date prior to the application
of funds contemplated in this Section 4 at the excess of (A) the Note A Default Interest Rate over (B) the Note A Interest Rate,
and (y) second, to the Note B Holder in an amount calculated on the Note B Principal Balance on such Payment Date prior to the
application of funds contemplated in this Section 4 at the excess of (A) the Note B Default Interest Rate over (B) the Note B Interest
Rate;


(k)              
eleventh, any Prepayment Premiums received on the Notes will be applied (a) first, to payment of Prepayment Premiums due
on Note A, based on such Note A’s Principal Balance; and (b) second, to payment of Prepayment Premiums due on Note B, based on such
Note B’s Principal Balance;


(l)                
twelfth, pro rata, to the extent not payable to any Servicer as Additional Servicing Compensation, to each Holder,
its Percentage Interest (prior to the application of funds contemplated in this Section 4) of any extension fees, assumption fees
and Penalty Charges, in each case, to the extent actually paid by the Mortgage Loan Borrower; and




    		-25-	 



     


    

(m)            
 thirteenth, pro rata, to the Holders in accordance with their respective initial Percentage Interests, any excess
amount not otherwise applied pursuant to the foregoing clauses (a) through (l) of this Section 4.


5.                 
[Reserved].


6.                 
Workout. Notwithstanding anything to the contrary contained herein, if the Servicer after obtaining the consent of the Controlling
Holder to the extent the same is required under this Agreement, in connection with a workout or proposed workout of the Mortgage Loan,
modifies the terms thereof such that (i) the Mortgage Loan Principal Balance is decreased, (ii) the Mortgage Interest Rate is reduced,
(iii) payments of interest or principal on the Mortgage Loan are waived, reduced or deferred, other than a deferral of the balloon payment
resulting solely from the extension of the Maturity Date of the Mortgage Loan pursuant to the terms of the Servicing Agreement or (iv)
any other adjustment is made to any of the payment terms of the Mortgage Loan, the full adverse economic effect of such modification,
waiver or amendment of amounts due on the Mortgage Loan shall be borne, first, by the Note B Holder (up to the Note B Principal
Balance, together with accrued interest thereon at the Note B Interest Rate and any other amounts due the Note B Holder), and second,
by the Note A Holder (up to the Note A Principal Balance, together with accrued interest thereon at the Note A Interest Rate and any other
amounts due the Note A Holder), and all distributions pursuant to Section 3 and Section 4 hereunder shall be made accordingly.
The preceding statement shall not be construed to limit the rights or benefits of any Person under Section 19 or Section 20
of this Agreement or the provisions of the Servicing Agreement, including the Servicer’s obligation to act in accordance with the
Servicing Standard. If the Mortgaged Property becomes an REO Property, (a) the Holders shall have beneficial ownership of such REO Property
notwithstanding the manner in which title may be taken under the Servicing Agreement, (b) the Mortgage Loan shall be deemed to remain
outstanding, with the same terms and conditions as in effect immediately prior to foreclosure or the acceptance of a deed in lieu of foreclosure,
for purposes of the relative rights of the Holders between each other under this Agreement and the Servicing Agreement and (c) all revenues
from and proceeds of such REO Property shall be allocated and distributed under Section 4 of this Agreement. In no event shall
a purchase of Note A by the Note B Holder be construed as a workout for purposes of the calculation of the Workout Fee, nor shall
both a Liquidation Fee and a Workout Fee be payable to one or more Servicers, whether individually or in the aggregate, with respect to
the same proceeds or collections.


7.                 
Collection Accounts; Payment Procedure. Pursuant to the terms of the Servicing Agreement, the Note A Holder shall cause
the Servicer (and, after the Note A Securitization Date, the Master Servicer) to establish and maintain the Collection Account or Collection
Accounts, as applicable. Each Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3
or Section 4 hereof, as applicable, and subject to the terms of the Servicing Agreement and this Agreement (which shall control
to the extent set forth herein in the event of any conflict between the Servicing Agreement and this Agreement), (i) to deposit into the
applicable Collection Account within one Business Day of receipt of properly identified funds all payments received with respect to the
Mortgage Loan (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern time) on any given Business Day, the
Master Servicer is required to use commercially reasonable efforts to deposit such payments into the Collection Account within one (1)
Business Day of receipt of such payments but, in any event, the




    		-26-	 



     


    

Master Servicer is required to deposit such
payments into the applicable Collection Account within two (2) Business Days of receipt of such payments) and (ii) to remit from the applicable
Collection Account for deposit or credit on each Master Servicer Remittance Date all payments of any kind received with respect to and
allocable to each Note, by wire transfer to accounts maintained by each Holder and designated to the Servicer in writing. Amounts on deposit
in the Collection Account shall be applied at the times and for the purposes specified in the Servicing Agreement and this Agreement.
If the Servicer holding or having distributed any amount received or collected in respect of such Note determines, or a court of competent
jurisdiction orders, at any time that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy,
fraudulent conveyance, preference or similar law, be returned to the Mortgage Loan Borrower or paid to another Holder, the Servicer or
any other Person, then, notwithstanding any other provision of this Agreement, the Servicer shall not be required to distribute any portion
thereof to the Holder of such Note, and such Holder, as applicable, shall promptly on demand repay to the Servicer the portion thereof
which shall have been theretofore distributed to such Holder together with interest thereon at such rate, if any, as the Servicer shall
have been required to pay to the Mortgage Loan Borrower, another Holder, the Servicer or such other Person with respect thereto, or, if
the amount in question had been advanced by the Servicer, then with interest thereon at the Advance Rate. Each Holder agrees that if at
any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share
thereof, it shall promptly remit such excess to the Servicer. The Servicer shall have the right to offset any amounts due hereunder from
a Holder, as applicable, with respect to the Mortgage Loan against any future payments due to such Holder under the Mortgage Loan, provided,
that the obligations of each Holder under this Section 7 are separate and distinct obligations from one another and in no event
shall the Servicer enforce the obligations of one Holder against another Holder. The obligations of each Holder under this Section
7 constitute absolute, unconditional and continuing obligations and the Servicer shall be deemed a third party beneficiary of these
provisions.


The Servicer shall distribute
(or cause to be distributed) to the Holders all payments due to the Holders in accordance with Section 3 and Section 4 hereof;
provided, that prior to calculating any amount of interest or principal due on such date to the Holders, the Servicer shall reduce
the Note B Principal Balance (not below zero) by any Realized Principal Loss with respect to the Mortgage Loan, and after the Note B Principal
Balance has been reduced to zero, the Servicer shall reduce the Note A Principal Balance (not below zero) by any Realized Principal Loss
with respect to the Mortgage Loan.


8.                 
Advances.


(a)               
The parties acknowledge that the Master Servicer, the Special Servicer and/or the Trustee may make (and in certain circumstances,
shall be required to make) Advances under the Note A PSA, in which case interest may accrue on such Advances at the Advance Rate. The
right of the Master Servicer, the Special Servicer and the Trustee to reimbursement for such Advances and interest accrued thereon is
prior to the rights of the Holders to receive any distributions or amounts recovered with respect to the Mortgage Loan or the Mortgaged
Property to the extent provided in this Agreement and the Note A PSA.




    		-27-	 



     


    

(b)              
 Unless otherwise agreed between the parties hereto, the Note B Holder shall not be entitled to any Note A Holder Advance made
in respect of all or any portion of the debt service due on the Mortgage Loan.


(c)               
Notwithstanding any other provisions contained herein or in the Servicing Agreement to the contrary, the Note B Holder shall not
be required to reimburse the Note A Holder or any other Person for a payment of any REMIC or grantor trust taxes or Advances therefor
or interest accrued thereon at the Advance Rate or for deficits in other items of disbursement or income resulting from the use of funds
for payment of REMIC or grantor trust taxes, nor shall any disbursement or payment otherwise distributable to the Note B Holder be reduced
to offset or make up any such payment or deficit or any fees payable to the Trustee or the Certificate Administrator under the Servicing
Agreement.


9.                 
Limitation on Liability. Subject to Section 20(e) hereof and the terms of the Servicing Agreement, no Holder shall
have any liability to any other Holder with respect to such other Holder’s Note, except with respect to losses actually suffered
due to the bad faith, gross negligence, willful misconduct or breach of this Agreement on the part of such Holder; provided, that
nothing herein shall be deemed to contravene any provisions relating to liability of the Servicer or the Trustee under the Servicing Agreement.
No Holder shall have any fiduciary responsibilities to any other Holder.


10.             
Note Purchase Option; Cure Rights


(a)                      
If the Mortgage Loan becomes and remains a Defaulted Mortgage Loan, upon written notice from the Note A Holder (a “Purchase
Option Notice”) of such occurrence (which Purchase Option Notice the Servicer shall promptly give to the Note B Holder
after such occurrence), the Note B Holder shall have the right, subject to the last sentence of this Section 10(a), by written
notice to the Note A Holder (a “Note B Holder Purchase Notice”), given prior to the Purchase Option Cut-Off Date to
purchase Note A at the related Purchase Option Price.


In the case of an exercise
of the purchase option by the Note B Holder, upon the delivery of the Note B Holder Purchase Notice to the Note A Holder, the Note A Holder
shall sell (and the Note B Holder shall purchase) Note A (without recourse or warranty, except that such selling Holder shall represent
and warrant that it owns 100% of the economic and beneficial interests in its respective Note free and clear of liens, encumbrances and
any participations therein) at the related Purchase Option Price on a date within the Purchase Option Consummation Window mutually designated
by the Note B Holder and the Note A Holder. The Note B Holder shall also pay all reasonable out-of-pocket costs and expenses of the Note
A Holder (and any Servicer or Trustee on its behalf) in connection with such purchase.


The applicable Purchase
Option Price shall be calculated by the Servicer three (3) Business Days prior to the date upon which a Holder is to consummate the purchase
described above (and such calculation shall be accompanied by reasonably detailed back-up documentation explaining how such price was
determined) and shall, absent manifest error, be binding upon each Holder.


The right of the Note B
Holder to exercise the purchase option hereunder shall automatically terminate upon the related Purchase Option Cut-Off Date, subject
to the possibility




    		-28-	 



     


    

that such right will be reinstated after the
occurrence of the events described in clauses (1) or (3) in the definition of “Purchase Option Cut-Off Date”
if another event which causes the Mortgage Loan to become a Defaulted Mortgage Loan subsequently occurs. Upon the consummation of a sale
pursuant to the purchase option contemplated by this Section 10(a), the Note A Holder (or the Servicer or Trustee on its behalf)
shall deliver all original Mortgage Loan Documents and other applicable materials in its possession to the Note B Holder. Notwithstanding
the foregoing, if a Borrower Party holds any interest in Note B, the purchase option set forth in this Section 10(a) shall
be exercisable by the remainder, if any, of the interest in Note B that is not so held.


(b)                     
The Note B Holder (provided that such Holder is not a Borrower Party) shall have the right (but not the obligation) to cure
an Event of Default; provided, that if such Holder elects to cure any Event of Default, the Event of Default must be cured, in
the case of a monetary Event of Default, within ten (10) Business Days of the later to occur of the expiration of the Mortgage Loan Borrower’s
cure period, if any, and Note B Holder’s receipt of the first notice of such Event of Default, and in the case of a non-monetary
Event of Default, thirty (30) days following the later to occur of the expiration of the Mortgage Loan Borrower’s cure period, if
any, and Note B Holder’s receipt of the first notice of such Event of Default; provided if such non-monetary Event of 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 Note B Holder, the Note B Holder shall be given an additional period of time as reasonably necessary to enable the Note
B Holder in the exercise of due diligence to cure such non-monetary Event of Default for so long as (i) the Note B Holder diligently and
expeditiously proceeds to cure such non-monetary Event of Default, (ii) the Note B Holder makes all cure payments, if any, that it is
permitted to make in accordance with the terms and provisions of this clause (b) (exclusive of any default interest, late fees and/or
late charges), (iii) such additional period of time does not exceed ninety (90) days, (iv) such non-monetary Event of Default is not caused
by an insolvency proceeding of the Mortgage Loan Borrower, operating lessee or any other obligor under the Loan Agreement and an insolvency
proceeding of the Mortgage Loan Borrower, operating lessee or any other obligor under the Loan Agreement does not occur during such cure
period and (v) there is no material impairment to the value, use or operation of the Mortgaged Property taken as a whole, or the value
of the Mortgage Loan, as reasonably determined by Servicer in good faith as a result of such non-monetary default or the attempted cure
(each such cure right, the “Cure Right” and the exercise of such right, a “Cure Event”); provided
the right to cure such Event of Default shall be limited as follows: (i) there shall not be more than six Cure Events over the life of
the Mortgage Loan, (ii) there shall not be more than four consecutive Cure Events and (iii) there shall not be more than four Cure Events,
whether or not consecutive, in any 12-month period. For purposes of the foregoing, an individual Cure Event shall, in the event of
a delinquent Scheduled Payment, terminate on the date that such payment is made unless Note A has been securitized, in which case it shall
terminate on the next Payment Date. If a Holder elects to exercise a Cure Right, it shall make the applicable cure payment as directed
by the Note A Holder (or the Servicer on its behalf), and each such cure payment shall include all Costs, expenses, losses, liabilities,
obligations, damages, penalties, and disbursements imposed on, incurred by or asserted against the Note A Holder (including, without limitation,
all unreimbursed Advances (without regard to whether such Advance would be a non-recoverable advance) and any interest charged thereon
at the Advance Rate, and any unpaid Special Servicing Fees with respect to the Mortgage Loan) related to the Event of Default and incurred
during the period of time from such Event of Default until such cure payment is made. The right of the Note B Holder to reimbursement
of any cure payment shall be




    		-29-	 



     


    

as set forth in Section 3 and Section
4, as applicable. So long as an Event of Default exists that is being cured by the Note B Holder pursuant to this Section 10(b)
and the cure period has not expired and the Note B Holder is permitted to cure under the terms of this Section 10(b), the Note
A Holder, the Servicer and the Trustee shall not treat such default as a default or a Triggering Event of Default for purposes of (i)
accelerating the Mortgage Loan, (ii) modifying, amending or waiving any provisions of the Mortgage Loan Documents, (iii) 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, (iv) treating the Mortgage Loan as a Specially Serviced Mortgage Loan or (v) Section 3 or Section 4 hereof; provided,
that such limitations shall not prevent the Note A Holder, the Servicer or the Trustee from sending notices of the default to the Mortgage
Loan Borrower or any related guarantor or making demands on the Mortgage Loan Borrower or any related guarantor or from collecting default
interest or late payment charges from the Mortgage Loan Borrower. Additional Cure Events shall only be permitted with the consent of each
Holder.


11.             
Additional Understanding. For as long as the Mortgage Loan remains outstanding:


(a)               
Financial Statements Etc. Promptly upon receipt thereof, the Servicer shall provide each Holder copies of each financial
statement and any other reports or notices delivered to the Servicer pursuant to the terms of the Mortgage Loan Documents. Subject to
the terms of the Mortgage Loan Documents, promptly upon receipt thereof, so long as such Holder is not a Borrower Party, the Servicer
shall also deliver to such Holder copies of any other documents relating to the Mortgage Loan (to the extent in the Servicer’s possession),
including, without limitation, all written notices, property inspection reports and loan servicing statements. Upon the request of the
Controlling Holder, the Note A Holder (or the Servicer acting on its behalf) shall request additional financial reporting and other items
as may be requested pursuant to the Mortgage Loan Documents and promptly deliver the same to the Controlling Holder upon its receipt of
the same from the Mortgage Borrower.


(b)              
Copies. Any copies of financial statements, reports or statements to be furnished by a Servicer under this Agreement may
be furnished by hard copy or electronic means.


12.             
Representations. Each of the Initial Note A Holder and the Initial Note B Holder hereby represents and warrants as of the
date hereof that:


(a)               
Such Holder is duly organized, validly existing and in good standing as a legal entity under the laws of its jurisdiction of organization;


(b)              
The execution and delivery of this Agreement by such Holder, and the performance of, and compliance with, the terms of this Agreement
by such Holder, will not violate its organizational documents or constitute a default (or an event which, with notice or lapse of time,
or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party
or that is applicable to it or any of its assets, in each case which materially and adversely affects its ability to carry out the transactions
contemplated by this Agreement;




    		-30-	 



     


    

(c)               
 Such Holder has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has
duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement;


(d)              
This Agreement is its legal, valid and binding obligation, enforceable against such Holder in accordance with its terms, except
as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or other laws
relating to or affecting the enforcement of creditors’ rights or by general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law);


(e)               
Such Holder has the right to enter into this Agreement without the consent of any third party;


(f)               
Such Holder is holding its Note for its own account in the ordinary course of its business;


(g)              
Such Holder has not dealt with any broker, investment banker, agent or other person that is entitled to any commission or compensation
in connection with the execution and delivery of this Agreement; and


(h)              
Such Holder is a Qualified Institutional Lender.


13.             
Independent Analyses of the Note B Holder. The Initial Note B Holder acknowledges that it has, independently and without
reliance upon the Note A Holder and based on such documents and information as such Holder has deemed appropriate, made its own credit
analysis and decision to purchase its Note. The Note B Holder hereby acknowledges that the Note A Holder has not made any representations
or warranties with respect to the Mortgage Loan and that the Note A Holder shall have no responsibility for (i) the collectability of
the Mortgage Loan, (ii) the validity, enforceability or legal effect of any of the Mortgage Loan Documents or the title insurance policy
or policies or any survey furnished or to be furnished in connection with the origination of the Mortgage Loan, (iii) the validity, sufficiency
or effectiveness of the lien created or to be created by the Mortgage Loan Documents, or (iv) the financial condition of the Mortgage
Loan Borrower. The Note B Holder assumes all risk of loss in connection with Note B for reasons other than gross negligence, willful
misconduct or breach of this Agreement by the Note A Holder or Agent or the or negligence, willful misconduct or bad faith or breach of
the Servicing Agreement by the Servicer or the Trustee.


14.             
No Creation of a Partnership or Exclusive Purchase Right. Nothing contained in this Agreement, and no action taken pursuant
hereto shall be deemed to constitute the Agent, the Note A Holder (or the Servicer or Trustee on its behalf) and the Note B Holder as
a partnership, association, joint venture or other entity. None of the Holders (nor any Servicer or Trustee on behalf of the Note A Holder)
shall have any obligation whatsoever to offer to any other party the opportunity to purchase notes or interests relating to any future
loans originated by either party or their respective Affiliates, and if any such party chooses to offer to another party the opportunity
to purchase notes or interests in any future mortgage loans originated by it or its Affiliates, such offer shall be at such purchase price
and interest rate as the applicable party




    		-31-	 



     


    

chooses in its sole and absolute discretion.
No Holder shall have any obligation whatsoever to purchase from another Holder any notes or interests in any future loans originated by
another Holder or any of its Affiliates.


15.             
Not a Security. None of the Notes shall be deemed to be a security within the meaning of the Securities Act of 1933 or the
Securities Exchange Act of 1934.


16.             
Transfer of Notes.


(a)               
Each Holder may Transfer 49% or less in the aggregate (in one or more transactions) of its beneficial interest in its Note, whether
or not the related transferee is a Qualified Institutional Lender without the consent or approval of the other Holder, the Servicer or
any other Person, provided that any such Transfer shall be made in accordance with the conditions in the second succeeding sentence below.
No Holder shall Transfer more than 49% (in one or more transactions) of its beneficial interest in its Note, unless (i)(i) the
other Holder has consented (which consent shall not be unreasonably withheld, conditioned, or delayed) to such Transfer (and the transferring
Holder shall have paid all reasonable out-of-pocket costs and expenses of the non-transferring Holder in connection with obtaining any
such consent), in which case the related transferee shall thereafter be deemed to be a “Qualified Institutional Lender” for
all purposes under this agreement, or (ii)(ii) such Transfer is to a Qualified Institutional Lender, provided any
such Transfer made pursuant to clauses (i) or (ii) of this sentence shall be made in accordance with the conditions in the next sentence
of this Section 16(a). Each Holder agrees that each Transfer to be made by it under clauses (a) or (b) of this Section
16 is subject to the following conditions: (i) all such Transfers shall be made upon at least three (3) Business Days’ prior
written notice to the other Holder, (ii) a transferee of any interest in such Note shall (x) 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 Holder hereunder
with respect to the transferred Note from and after the date of such assignment (or, in the case of a pledge, collateral assignment or
other encumbrance by the transferring Holder of its Note solely as security for a loan to such transferring Holder, made by a third-party
lender whereby the transferring Holder remains fully liable under this Agreement, such third party lender executes an agreement that such
lender shall be bound by the terms and provisions of this Agreement and the obligations of the transferring Holder hereunder on and after
the date on which such lender succeeds to the rights of the transferring Holder hereunder by foreclosure or otherwise) and (y) 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 of Section 2 and (iii) the proposed transferee remakes each of the representations and warranties contained herein for
the benefit of the other Holder (other than the representation that the transferee is a Qualified Institutional Lender for transfers made
pursuant to subsection (i) of the second sentence of this Section 16(a)). Notwithstanding anything to the contrary contained
herein, no Holder shall in any event Transfer all or any portion of its Note to a Borrower Party unless the other Holder has consented
to such Transfer, and any such Transfer without having obtained such prior consent shall be void ab initio. Upon the consummation
of a Transfer of all or any portion of a Note, the transferring Person shall be released from all liability arising under this Agreement
with respect to such Note (or the portion thereof that was the subject of such Transfer), for the period after the effective date of such
Transfer (it being understood and agreed




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that the foregoing release shall not
apply in the case of a sale, assignment, transfer or other disposition of a participation interest in a Note as described in clause
(b) below).


(b)              
In the case of any sale, assignment, transfer or other disposition of a participation interest in a Note, (i) the obligations of
the Holder of such Note under this Agreement shall remain unchanged, (ii) such Holder shall remain solely responsible for the performance
of such obligations, and (iii) the non-transferring Holder and any Persons acting on its behalf shall continue to deal solely and directly
with such Holder in connection with its rights and obligations under this Agreement and the Servicing Agreement, and all amounts payable
hereunder shall be determined as if such Holder had not sold such Note interest; provided, that if the applicable participant is
a Qualified Institutional Lender (and delivers to the non-transferring Holder a certification from an authorized officer confirming its
status as a Qualified Institutional Lender), then, the transferring Holder by written notice to the non-transferring Holder, may delegate
to such participant such transferring Holder’s right (if any) to exercise the rights of the Controlling Holder hereunder and under
the Servicing Agreement.


17.             
Pledge. Notwithstanding anything to the contrary contained herein, a Holder may pledge, transfer, collaterally assign or
otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which
has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term
unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender
(each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further
agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such
Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder;
provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that
a Pledgee of Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Note A Securitization
Date without the prior written consent of the Note A Holder; provided, further, that no Pledgee may take title to a Note
without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the
pledging Holder to the non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable
Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its
obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with
the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the
pledging Holder in respect of its obligations to the non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any
such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the
pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing
Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not
be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any
request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that
the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same
to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation)
to effect hereunder, as if such cure were




    		-33-	 



     


    

made by such pledging Holder; (v) that
the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such
certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection
Notice”) to the non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable
cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase
agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging
Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments
that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing
Agreement. Any pledging Holder hereby unconditionally and absolutely releases the non-pledging Holder and the Servicer from any liability
to the pledging Holder on account of the Servicer’s or non-pledging Holder’s compliance with any Redirection Notice believed
by the Servicer or the non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise
fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such
collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any
transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by
such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns that are Qualified Institutional Lenders, as the
successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional
Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization
upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under
this Section 17 shall remain effective as to the non-pledging Holder (and the Servicer) unless and until such Pledgee shall
have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminated.


18.             
Other Business Activities of the Holders. Each Holder acknowledges that each other Holder and/or any of its Affiliates may
make loans or otherwise extend credit to, and generally engage in any kind of business with, any Borrower Party and/or any entity that
is a holder of debt secured by direct or indirect ownership interests in any Borrower Party or any entity that is a holder of a preferred
equity interest in any Borrower Party, and receive payments on such other loans or extensions of credit to any Borrower Party 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.


19.             
Exercise of Remedies by the Servicer.


(a)               
Subject to Section 20 of this Agreement, and except as otherwise provided in this Agreement or the Servicing Agreement and
subject to the applicable limitations set forth in this Agreement or the Servicing Agreement, the Servicer (or other party entitled in
accordance with the Servicing Agreement to act on behalf of the Holders) shall have the sole and exclusive authority with respect to the
administration of, and exercise of all rights and remedies with respect to, the Mortgage Loan granted under this Agreement or the Servicing
Agreement, including, without limitation, the sole and exclusive authority to (i) modify or waive any of the terms of the Mortgage Loan
Documents, (ii) consent to any action or failure to act by the




    		-34-	 



     


    

Mortgage Loan Borrower or any party
to the Mortgage Loan Documents, (iii) vote all claims with respect to the Mortgage Loan in any bankruptcy, insolvency or other similar
proceedings and (iv) take legal action to enforce or protect the Holders’ interests with respect to the Mortgage Loan or to refrain
from exercising any powers or rights under the Mortgage Loan Documents, including the right at any time to declare or waive any Events
of Default, or accelerate or refrain from accelerating the Mortgage Loan or institute any foreclosure action, and subject to the terms
and conditions of this Agreement, including, without limitation, Section 20 hereof, the Note B Holder shall not have any voting,
consent or other rights whatsoever with respect to the Servicer’s administration of, or exercise of its rights and remedies with
respect to, the Mortgage Loan on behalf of the Note A Holder. Subject to the terms and conditions of the Servicing Agreement, and
subject to the terms and conditions of Section 10(b) hereof, the Servicer on behalf of the Note A Holder shall have the sole and
exclusive authority to make servicing advances with respect to the Mortgage Loan. Except as otherwise provided in this Agreement, the
Note B Holder agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys to the Servicer (or other
party entitled in accordance with the Servicing Agreement to act on behalf of the Holders), the rights, if any, that such Holder has (A)
to declare or cause the Note A Holder or the Servicer to declare an Event of Default under the Mortgage Loan, (B) to exercise
any remedies with respect to the Mortgage Loan or the Mortgage Loan Borrower, including, without limitation, filing or causing the Note
A Holder or the Servicer to file any bankruptcy petition against the Mortgage Loan Borrower or (C) to vote any claims with respect to
the Mortgage Loan in bankruptcy, insolvency or similar type of proceeding of the Mortgage Loan Borrower. The Note B Holder shall, from
time to time, execute such documents as the Note A Holder or the Servicer shall reasonably request to evidence such assignment with respect
to the rights described in clause (iii) of the first sentence in this Section 19(a). The Note B Holder acknowledges
that the Servicer on behalf of the Note A Holder may in its sole discretion (subject to the terms of this Agreement, the Mortgage Loan
Documents and the Servicing Agreement) exercise, or omit to exercise, any rights that the Servicer on behalf of the Note A Holder may
have under this Agreement or the Servicing Agreement in a manner that may be adverse to the interest of the Note B Holder, and that the
Servicer on behalf of Note A Holder shall have no liability whatsoever to the Note B Holder (or a servicer on its behalf), other
than as set forth in Section 9 hereof, in connection with exercise of rights by the Servicer on behalf of the Note A Holder
or any omission by the Servicer on behalf of the Note A Holder to exercise such rights. The foregoing provisions of this Section 19(a)
shall not limit the right of the Note B Holder or any Affiliate thereof to be the Special Servicer or to exercise its rights as Controlling
Holder under this Agreement or any comparable rights as Holder of Note B under the Servicing Agreement. The Note B Holder expressly
and irrevocably waives for itself and any Person claiming through or under such Holder 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 that purports to give a junior noteholder,
mortgagee or loan participant the right to initiate any loan enforcement or foreclosure proceedings.


(b)              
Notwithstanding anything to the contrary contained herein, the exercise by the Note A Holder (or the Servicer or the Trustee on
its behalf) of its rights under this Section 19 shall be subject in all respects to any section of the Servicing Agreement governing
REMIC administration, and in no event shall the Note A Holder (or the Servicer or the Trustee on its behalf) be permitted to take any
action or refrain from taking any action which would violate the laws of any applicable jurisdiction, breach the Mortgage Loan Documents
or be inconsistent




    		-35-	 



     


    

with the Servicing Standard or violate
any other provisions of the Servicing Agreement or this Agreement or cause the arrangement evidenced hereby not to be treated as a “grantor
trust” for federal income tax purposes.


(c)               
The Note A Holder (or the Servicer or the Trustee on its behalf) shall exercise such rights and powers described in this Section
19 on the understanding that the Note A Holder (or the Servicer or the Trustee on its behalf) shall administer the Mortgage Loan in
a manner consistent with the Servicing Agreement and this Agreement, including adherence to the Servicing Standard. Without limiting the
generality of the foregoing, the Note A Holder (or the Servicer or the Trustee on its behalf) may rely on the advice of legal counsel,
accountants and other experts (hired by the Note A Holder (or the Servicer or the Trustee on its behalf)) and upon any written communication
or telephone conversation which the Note A Holder or such Servicer or Trustee believes to be genuine and correct or to have been signed,
sent or made by the proper Person.


(d)              
Upon the Mortgage Loan becoming a Defaulted Mortgage Loan, the Note A Holder (or the Special Servicer acting on behalf of the Note
A Holder) shall have the authority to sell Note A and Note B together in accordance with the terms of the Note A PSA, if the Note B Holder
consents to the inclusion of Note B in such a sale as described below. If the Note B Holder has consented to the inclusion of Note B in
such a sale as described below, the Note B Holder hereby appoints the Note A Holder as its agent, and grants to the Note A Holder an irrevocable
power of attorney coupled with an interest, and its proxy, for the purpose of soliciting and accepting offers for and consummating the
sale of its Note. The Note B Holder agrees that, upon the request of the Note A Holder (or the Special Servicer acting on behalf of the
Note A Holder), such Note Holder shall execute and deliver to or at the direction of Note A Holder (or the Special Servicer acting on
behalf of the Note A Holder) such powers of attorney or other instruments as the Note A Holder (or the Special Servicer acting on behalf
of the Note A Holder) may reasonably request to better assure and evidence the foregoing appointment and grant, in each case promptly
following request, and shall deliver any related original documentation evidencing its Note (endorsed in blank if necessary) to or at
the direction of the Note A Holder (or the Special Servicer acting on behalf of the Note A Holder) in connection with the consummation
of any such sale. Note B shall be included in such an offer and sale only if the Note B Holder affirmatively consents thereto not later
than thirty (30) days following the Purchase Option Notice described in Section 10(a).


20.             
Certain Powers of the Controlling Holder.


(a)               
The Servicer shall consult with and obtain the prior written consent of the Controlling Holder with respect to any Major Decision.
Notwithstanding anything in this Agreement or the Servicing Agreement to the contrary, prior to taking any action constituting a Major
Decision, the Servicer shall send the Controlling Holder a written notice requesting the Controlling Holder’s consent, and if the
Controlling Holder fails to either approve or reject said Major Decision within five (5) Business Days of its receipt of such notice,
the Servicer shall send a second notice to the Controlling Holder in writing in capitalized, bold faced 14 point type containing the following
statement at the top of the first page: “THIS IS A REQUEST FOR MAJOR DECISION APPROVAL. IF THE CONTROLLING HOLDER FAILS TO APPROVE
OR DISAPPROVE THE ENCLOSED MAJOR DECISION WITHIN FIVE (5)




    		-36-	 



     


    

BUSINESS DAYS, THE SERVICER OR THE SPECIAL
SERVICER, AS THE CASE MAY BE, MAY DELIVER A DEEMED APPROVAL NOTICE,” and if the Controlling Holder fails to either approve or reject
said Major Decision within such five (5) Business Day period after receipt of the second notice, and having been provided with all reasonably
requested information with respect thereto, then the Controlling Holder’s approval will be deemed to have been given.


Furthermore, the Servicer
shall be required (subject to the Servicer’s prevailing duties under Section 20(e)) to deliver to the Directing Certificateholder
(if and for as long as Note A is held by the Trust) reasonable (as determined by the Servicer) prior notice of any final decision with
respect to any Major Decision, together with the information then in the possession of the Servicer (other than correspondence with or
information furnished by or on behalf of the Controlling Holder) and obtained or prepared by the applicable Servicer in connection with
such proposed action.


Notwithstanding the foregoing
provisions of this Section 20(a), if the Servicer reasonably determines in accordance with the Servicing Standard that immediate action
is necessary to protect the interests of the Holders (as a collective whole), the Servicer may take any such action without waiting for
the Controlling Holder’s response.


Upon reasonable request,
the Note A Holder shall provide, or cause the Special Servicer to provide, the Controlling Holder with any information in the possession
of the Note A Holder or the Special Servicer with respect to such matters, including, without limitation, its reasons for a proposed action.


The Note A Holder or the
applicable Servicer shall notify the Holders of any release or substitution of collateral for the Mortgage Loan even if such release or
substitution is in accordance with the Mortgage Loan; provided, however, that no such release or substitution of collateral
shall be effected except in accordance with the terms of this Agreement.


Any amounts funded by any
Servicer or Trustee on behalf of any Holder pursuant hereto, under the Mortgage Loan Documents as a result of (1) the making of any protective
Advances or (2) interest accruals or accretions and any compounding thereof (including default interest) with respect to the Note shall
not at any time be deemed to contravene this subsection.


(b)              
Appraisal Reductions shall be allocated to reduce first, the Note B Principal Balance and, second, the Note A Principal
Balance, in each case up to the outstanding amount thereof, for purposes of determining the identity of the Controlling Holder. The Special
Servicer shall give written notice to the Controlling Holder of any Appraisal Reductions calculated with respect to the Mortgage Loan
and any allocation thereof to reduce the Principal Balance of such Holder.


(c)               
Notwithstanding the foregoing, the Controlling Holder shall be entitled to avoid a Control Appraisal Event caused by application
of an Appraisal Reduction upon satisfaction of the following (which must be completed within thirty (30) days of the receipt of a third
party Appraisal (or an update thereto) that indicates such Control Appraisal Event has occurred): (i) such Controlling Holder shall have
delivered a supplement to the Appraised Value of the Mortgaged Property (the “Threshold Event Collateral”), in the
amount specified in clause




    		-37-	 



     


    

(ii) below, to be held by or on behalf
of the Master Servicer or the Special Servicer (in each case together with documentation reasonably acceptable to the Master Servicer
or the Special Servicer in accordance with the Servicing Standard to create and perfect a first priority security interest in favor of
the Trust in such collateral) in the form of (A) cash collateral for the benefit of the Trustee, and acceptable to the Master Servicer
or the Special Servicer, as the case may be, or (B) an unconditional and irrevocable standby letter of credit payable on sight demand
(with the Trustee as beneficiary), in form acceptable to the Master Servicer or Special Servicer, as the case may be, issued by a domestic
bank or other financial institution the long term unsecured debt obligations of which are rated at least “AA” by S&P and
“Aa2” by Moody’s or the short term obligations of which are rated at least “A-1+” by S&P and “P-1”
by Moody’s, 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 Event not to occur. If the requirements
of this paragraph are satisfied by the Controlling Holder (a “Threshold Event Cure”), the Control Appraisal Event caused
by application of an Appraisal Reduction shall be deemed not to have occurred. If a letter of credit is furnished as Threshold Event Collateral,
the applicable Controlling Holder shall (x) renew such letter of credit not later than 30 days prior to expiration thereof or replace
such letter of credit with a substitute letter of credit or other Threshold Event Collateral with an expiration date that is greater than
45 days from the date of substitution and (y) if the long or short term ratings of the letter of credit provider fall below the minimum
requirements provided above, replace such letter of credit within 30 days of such downgrade with a replacement letter from an issuer meeting
the rating requirements; provided, that, if a letter of credit is not renewed prior to 30 days prior to the expiration date of
such letter of credit or replaced within 30 days of such downgrade, the letter of credit shall provide that the Master Servicer or the
Special Servicer, as the case may be, may (and at the direction of the applicable Controlling Holder, shall) draw upon such letter of
credit and hold the proceeds thereof as Threshold Event Collateral. The Threshold Event Cure shall continue until (i) the Appraised Value
of the Mortgaged Property plus the value of the Threshold Event Collateral would not be sufficient to prevent a Control Appraisal Event
from occurring; or (ii) 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 Event without taking into consideration any, or some portion of,
Threshold Event Collateral previously delivered by the Controlling Holder, the Threshold Event Collateral (or such portion thereof) held
by the Trustee, the Master Servicer or the Special Servicer shall promptly be returned to such Controlling Holder (at its sole expense).
Upon a Final Recovery Determination with respect to the Mortgage Loan, such Threshold Event Collateral shall be available to reimburse
the Note A Holder and the Trust for any realized loss with respect to the Mortgage Loan after application of the net proceeds of liquidation,
not in excess of the Note A Principal Balance, plus accrued and unpaid interest thereon at the applicable interest rate and all other
Costs reimbursable under this Agreement and under the Servicing Agreement, and to the extent not so utilized, such Threshold Event Collateral
shall be returned to the Holder that posted such Threshold Event Collateral. 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 Holder that posted such Threshold Event Collateral, who shall be taxable on all
income with respect thereto. The entire amount of Threshold Event




    		-38-	 



     


    

Collateral, without a haircut or other
reduction, shall be considered in determining the sufficiency of such Threshold Event Collateral to avoid a Control Appraisal Event.


(d)              
The Special Servicer shall obtain appraisals that meet the requirements of, and at the times required pursuant to, the terms of
the Note A PSA. If at any time an Appraisal Reduction exists that would result in a Control Appraisal Event, or at any time after the
delivery of Threshold Event Collateral pursuant to clause (c) above, the Note B Holder shall have the right, at its own cost, to obtain
and deliver, or direct the Servicer (or Special Servicer, as the case may be) to obtain and deliver, to the Servicer, such Holder and
the Trustee (if applicable) an appraisal (a “Supplemental Appraisal”) that satisfies the requirements for any such
appraisal as set forth in the Servicing Agreement. After the first Supplemental Appraisal, if there is a material change with respect
to the Mortgaged Property related to the applicable Appraisal Reduction, such Holder will have the right, at its own cost, to request,
in writing, that the Special Servicer obtain an additional Supplemental Appraisal, which request shall set forth its belief of what constitutes
a material change to the Mortgaged Property (including any related documentation). Only one Supplemental Appraisal of the Mortgaged Property
may be requested by such Holder within the same six-month period. Upon receipt of a Supplemental Appraisal, the Servicer (or Special Servicer,
as the case may be) shall recalculate the Appraisal Reduction in respect of the Mortgage Loan based on such Supplemental Appraisal and
shall notify the Trustee (if applicable), the Master Servicer (if applicable) and such Holder of such recalculated Appraisal Reduction.
If, as a result of such calculation based on a Supplemental Appraisal, a Control Appraisal Event then in effect shall no longer exist,
then the Note B Holder shall be reinstated as Controlling Holder. Until such time as such Supplemental Appraisal is obtained by the Special
Servicer and the recalculation of the Appraisal Reduction has been made (it being agreed that such recalculation shall be done no later
than three (3) Business Days following receipt of such Supplemental Appraisal), the original Control Appraisal Event shall remain in effect
(subject to clause (c) above).


(e)               
The terms “Controlling Holder” and “Control Note” shall mean as of any date of determination,
the Note B Holder and Note B, unless (i) a Control Appraisal Event has occurred or (ii) the Note B Holder is a Borrower Party, in which
case the “Controlling Holder” and “Control Note” shall be the Note A Holder and Note A, respectively. The terms
“Non-Controlling Holder” and “Non-Control Note” shall mean the Holder that is not the Controlling
Holder and the Note that is not the Control Note, respectively.


If more than one
Person shall hold a direct interest in a Note, the holder(s) of more than 50% of the principal amount of such Note shall designate by
written notice to the other Holders one of such Persons (with respect to such Note, the “Majority Note Holder”) to
act on behalf of all such Persons holding an interest in such Note. The Majority Note Holder with respect to any Note shall have the sole
right to receive any notices which are required to be given or which may be given to the Holder of such Note pursuant to this Agreement
and to exercise the rights and power given to the Holder of such Note hereunder subject to Section 10 of this Agreement, including
any approval rights of the Holder of such Note; provided, that until the Majority Note Holder has been so designated, the last
Person known to the other Holder and the Servicer to hold more than a 50% direct interest in such Note shall be deemed to be the Majority
Note Holder with respect to such Note. Once the Majority Note Holder has been designated hereunder with respect to any Note, each Holder
shall be entitled to rely on such designation until it has




    		-39-	 



     


    

received written notice from the holder(s)
of more than 50% of the principal amount of such Note of the designation of a different Person to act as the Majority Note Holder with
respect thereto. If any Borrower Party owns the entirety or a majority of any Note, then such Note shall not qualify as the Control Note.
If any Borrower Party owns less than a majority of the Control Note, then for purposes of determining the Controlling Holder, the ownership
interest of such Borrower Party shall be deemed to be zero, and the owners of more than 50% of the remaining interests in such Note shall
be deemed to be the Holder of such Note. No reference set forth in this Agreement to the ownership of any interest in a Note by any Borrower
Party shall be construed to limit Section 16(a) of this Agreement. In no event may any Borrower Party be the Controlling Holder.


(f)               
Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Controlling Holder, as contemplated
by Section 20(a) hereof, may (and Agent, the Note A Holder and any Servicer shall ignore and act without regard to any such advice, direction
or objection that Agent, the Note A Holder or a Servicer has determined, in its reasonable, good faith judgment, will) require or cause
Agent, the Note A Holder or Servicer to violate any provision of this Agreement, the Mortgage Loan Documents or the Servicing Agreement
(and, on and after the Note A Securitization Date, and solely while Note A is included in such Securitization, including any REMIC provisions),
including each Servicer’s obligation to act in accordance with the Servicing Standard.


(g)              
No Controlling Holder shall have any liability to the Trustee, the Servicer, the Special Servicer, any certificateholder in a Securitization,
the Agent or any other Holder for any action taken, or for refraining from the taking of any action or the giving of any consent or for
errors in judgment; provided, that the Controlling Holder will not be protected against any liability which would otherwise be
imposed by reason of bad faith, willful misconduct or gross negligence or breach of this Agreement on the part of such party. By its acceptance
of a Mortgage Note, each Holder shall be deemed to have confirmed its understanding that (i) a Controlling Holder may take or refrain
from taking actions that favor its interests or those of its affiliates over those of any other Holder, (ii) a Controlling Holder may
have special relationships and interests that conflict with the interest of another Holder and shall be deemed to have agreed to take
no action against a Controlling Holder or any of its officers, directors, employees, principals or agents as a result of such special
relationships or conflicts, and (iii) no Controlling Holder shall be liable by reason of its having acted or refrained from acting solely
in its interest or in the interest of its affiliates.


(h)              
Subject to the terms of the applicable Servicing Agreement, the Controlling Holder may designate, in writing, a representative
(other than a Borrower Party) to exercise its rights and powers under this Section 20 or otherwise under this Agreement (with copies
of such writing to be delivered to each of the other parties hereto). Such designation shall remain in effect until it is revoked by the
Controlling Holder by a writing delivered to each of the other parties hereto. Such notice shall include the name, address and other contact
information of such representative. Such representative shall have the sole right to receive any notices which are required to be given
or which may be given to the Controlling Holder pursuant to this Agreement.




    		-40-	 



     


    

(i)                
 The Non-Controlling Holder shall be entitled to receive, upon request made to the appropriate party, a copy of any notice or report
required to be delivered (upon request or otherwise) by such party to the Controlling Holder. Any such party shall be permitted to require
payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies.


(j)                
Upon determining that a Servicing Transfer Event has occurred with respect to the Mortgage Loan, the Master Servicer shall promptly
notify each Holder.


(k)              
The Controlling Holder may at any time and from time to time replace any existing Special Servicer with respect to the Mortgage
Loan with any other person that is a Qualified Servicer and that makes the requisite representations, warranties, and covenants set forth
in such Note A PSA with respect to a replacement Special Servicer. The Controlling Holder shall designate a Qualified Servicer as replacement
Special Servicer by delivering to the other Holders, the Master Servicer and the existing Special Servicer a written notice stating such
designation and by satisfying the other conditions required under the Note A PSA. The Controlling Holder shall promptly pay any expenses
incurred by the Note A Holder in connection with such replacement. The Controlling Holder shall notify the other parties hereto of any
termination of the Special Servicer and appointment of a new Special Servicer in accordance with this Section 20. If the Controlling
Holder has not appointed a Special Servicer with respect to the Mortgage Loan, then the Special Servicer designated in the Note A PSA
shall be the Special Servicer.


(l)                
If the Note A Holder is required to act as Controlling Holder under this Agreement or the Servicing Agreement, the Special Servicer
shall (i) notify the Note A Holder that such action is required, (ii) provide written direction to the Note A Holder to vote on such action
and (iii) provide any information which is reasonably requested by the Note A Holder and is in the possession of the Special Servicer
to enable the Note A Holder to vote.


(m)            
If the Note A Holder is the Controlling Holder, the Note A Holder (or the Master Servicer or the Special Servicer acting on its
behalf) shall (i) provide copies of any notice, information and report that it is required to provide to the Directing Certificateholder
under the Note A PSA (or its representative thereunder) with respect to any Major Decisions or the implementation of any recommended actions
outlined in an Asset Status Report (as defined under the Note A PSA) relating to the Mortgage Loan, to the Note B Holder (unless such
Note B Holder is a Borrower Party), or its representatives, within the same time frame it is required to provide to the Directing Certificateholder
under the Note A PSA (for this purpose, without regard to whether such items are actually required to be provided to the Directing Certificateholder
under the Note A PSA due to the occurrence of a control termination event or a consultation termination event thereunder).


21.             
No Pledge or Loan. This Agreement shall not be deemed to represent a pledge of any interest in the Mortgage Loan by any
Holder to another Holder, or a loan from any Holder to any other Holder. Except as otherwise provided in this Agreement and the Servicing
Agreement, the Note B Holder shall not have a separate interest in any property taken as security for the Mortgage Loan except by virtue
of being a lender under the Loan Agreement; provided, that if any such property or the proceeds thereof shall be applied in respect
of payments due under the Mortgage Loan, then the Note B Holder shall be entitled to receive its share of such application




    		-41-	 



     


    

in accordance with the terms of this Agreement
and/or the Servicing Agreement. The Holders acknowledge and agree that the Mortgage Loan represents a single “claim” under
Section 101 of the Bankruptcy Code, and the Note B Holder shall not be a separate creditor of the Mortgage Loan Borrower under the Bankruptcy
Code, or that if Note B is construed to represent a single or separate such “claim,” that the Holder of such Note shall be
deemed to have assigned such claim to the Note A Holder.


22.             
Governing Law; Waiver of Jury Trial. The parties agree that the State of New York has a substantial relationship to the
parties and to the underlying transaction embodied hereby, and in all respects, including, without limitation, matters of construction,
validity and performance, this Agreement and the obligations arising hereunder shall be governed by, and construed in accordance with,
the laws of the State of New York applicable to contracts made and performed in such State and any applicable law of the United States
of America. Each of the parties hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim arising
out of or relating to this Agreement.


23.             
Modifications, Waiver in Writing.


(a)               
This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by the parties hereto.
The party seeking modification of this Agreement shall be solely responsible for any and all expenses that may arise in order to modify
this Agreement. Additionally, from and after a Securitization, this Agreement shall not be amended or modified without first (a) receiving
an opinion of counsel experienced in REMIC matters that such amendment or modification will not adversely affect the REMIC status of any
Note in such Securitization and this Agreement, except for amendments pursuant to Section 23(b), and (b) if such modification,
cancellation or termination would adversely affect the rights or materially affect the duties of the Servicer or Trustee, receiving the
written consent of such affected party. The Servicer shall provide each Rating Agency with a copy of any amendment or modification of
this Agreement.


(b)              
For so long as Morgan Stanley Bank or an affiliate thereof (a “Morgan Stanley Bank Entity”) is the owner of
Note A, such Morgan Stanley Bank Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Holder
of Note A to execute amended and restated or additional notes reallocating the principal of Note A to such new notes, provided that (i)
the aggregate principal balance and notional balance of all outstanding notes following such amendments is no greater than the principal
balance and notional balance of Note A prior to such amendments, (ii) all notes representing the new notes continue to have the same weighted
average interest rate as the interest rate of Note A prior to such amendments, (iii) the Morgan Stanley Bank Entity holding the applicable
Notes notifies the Trustee, the Master Servicer, the Special Servicer and the other Holders in writing of such modified allocations and
principal amounts (it being understood that no consent by such parties is required for any such allocations), (iv) such modifications
shall not affect the definition of Control Appraisal Event and shall not change the provisions relating to when the Note A Holder would
become the Controlling Party and (v) the execution of such amendments and new notes does not have an adverse effect on any other Notes
or on any REMIC or grantor trust created by the Note A PSA.




    		-42-	 



     


    

24.             
 Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns; provided, that no successors or assigns of the (a) Initial Note A
Holder (other than any assignee that becomes a party to this Agreement following a Transfer that is not pursuant to the Securitization),
or (b) the Initial Note B Holder shall have any liability for a breach of representation or warranty set forth in this Agreement. Each
of the Master Servicer, Special Servicer and Trustee under the Note A PSA is an intended third-party beneficiary of this Agreement. Except
as provided in the preceding sentence, none of the provisions of this Agreement shall be for the benefit of or enforceable by any Person
not a party hereto or a successor or assign of a party hereto.


25.             
Counterparts. This Agreement may be executed in two or more counterparts, each of which when so executed and delivered shall
be an original, but all of which together shall constitute one and the same instrument, and the words “executed,” “signed,”
“signature” and words of like import as used above and elsewhere in this Agreement or in any other certificate, agreement
or document related to this transaction shall include, in addition to manually executed signatures, images of manually executed signatures
transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”)
and other electronic signatures (including, without limitation, any electronic sound, symbol, or process, attached to or logically associated
with a contract or other record and executed or adopted by a person with the intent to sign the record). The use of electronic signatures
and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received,
or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use
of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including,
without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.


26.             
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.


27.             
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.


28.             
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.


29.             
Notices. All notices, consents, approvals and requests required or permitted hereunder shall be given in writing and shall
be effective for all purposes if sent by (a)(a) hand delivery, with proof of attempted delivery, (b)(b)
certified or registered United States mail, postage




    		-43-	 



     


    

prepaid, (c)(c) expedited
delivery service, either commercial or United States Postal Service, with proof of attempted delivery, or (d)(d) by fax
provided that such fax notice must also be delivered by one of the means set forth in (a), (b) or (c) above, addressed as follows: (A)
if to the Note A Holder, 1585 Broadway, New York, New York 10036, Attention: Jane Lam (with copies to (i) Morgan Stanley Bank, N.A., 1633
Broadway, 29th Floor, New York, New York 10019, Attention: Legal Compliance Division, and (ii) cmbs_notices@morganstanley.com), and (B)
if to the Note B Holder, at Delaware Life Insurance Company, Reservoir Place, 1601 Trapelo Road, Waltham, Massachusetts 02451, Attention:
James Alban (with copies to (i) SteepRock Capital, LLC, 2 Sound View Drive, 2nd Floor, Greenwich, Connecticut 06830, Attention: Matthew
Mitchell, Email: mitchell@steeprockcapital.com, and (ii) Alston & Bird, LLP, 101 South Tryon Street, Suite 1000, Charlotte, North
Carolina 28280, Attention: Elizabeth Murphy, Esq., Facsimile No. (704) 444-1780), or, in each of the foregoing cases, at such other address
and Person as shall be designated from time to time by any party hereto, as the case may be, in a written notice to the other parties
hereto in the manner provided for in this Section. A copy of all notices, consents, approvals and requests directed to any Holder shall
be delivered concurrently to each Person (not to exceed four (4) in the aggregate) designated by such Holder. A notice shall be deemed
to have been given: (a) in the case of hand delivery, at the time of delivery; (b) in the case of registered or certified mail, when delivered
or the first attempted delivery on a Business Day; (c) in the case of expedited prepaid delivery upon the first attempted delivery on
a Business Day; or (d) in the case of fax, upon receipt of answerback confirmation, provided that such fax notice was also delivered as
required in this Section. A party receiving a notice which does not comply with the technical requirements for notice under this Section
may elect to waive any deficiencies and treat the notice as having been properly given.


30.             
Custody of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than the original Note B,
but including a copy of such Note) will be held (a) prior to the Note A Securitization, by the Initial Agent (or a custodian on its behalf)
and (b) after the Note A Securitization, by the Trustee or other applicable Person under the Servicing Agreement. The original Note B
shall be held by the Note B Holder.


31.             
Termination. This Agreement and the respective obligations and responsibilities of the parties under this Agreement shall
terminate upon (a) mutual agreement by the parties hereto, evidenced in writing; (b) thirty (30) days after each of the
Notes is paid in full; or (c) payment (or provision for payment) to the Holders of all amounts held by or on behalf of the Servicer
and required under the Servicing Agreement, to be so paid on the last Master Servicer Remittance Date following final payment or other
liquidation (or any advance with respect thereto) of the Mortgage Loan or the Mortgaged Property.


32.             
Statement of Intent. If the Internal Revenue Service characterizes this Agreement as a partnership for federal income tax
purposes, the Note B Holder authorizes and directs the Note A Holder to elect out of partnership accounting pursuant to Treasury
Regulations Section 1.761-2, and agrees to file its own tax returns and reports in a manner consistent with such election, to the
extent required under the United States federal income tax law, and the Holders agree that any Taxes, penalty, interest or other obligation
imposed under the Code, as amended, with respect to the income tax items arising from such partnership shall be the sole obligation of
the Holder to whom such items are allocated and not of such partnership.




    		-44-	 



     


    

33.             
 Withholding Taxes.


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


(b)              
Each Holder shall and hereby agrees to indemnify the Servicer against and hold the Servicer harmless from and against any Taxes,
interest, penalties and attorneys’ fees and disbursements arising or resulting from any failure of the Servicer to withhold Taxes
from payment made to such Holder in reliance upon any representation, certificate, statement, document or instrument made or provided
by such Holder in connection with the withholding of Taxes from payments made to such Holder, it being expressly understood and agreed
that (i) the Servicer 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, except as otherwise required under
applicable law, (ii) such Holder shall, upon request of the Servicer and at its sole cost and expense, defend any claim or action relating
to the foregoing indemnification using counsel selected by such Holder and reasonably acceptable to the Servicer, and (iii) such indemnification
obligations of the Holders shall be limited to those Holders that provided an incorrect representation, certificate, statement, document
or instrument in connection with the withholding of Taxes from payments made to such Holder and shall be allocated between such Holders
in accordance with their respective Percentage Interests. The Person that is the Holder at any particular time shall not be liable under
this Section 33 with respect to any predecessor or successor Holder.


(c)               
Each Holder represents to the Servicer as of the date hereof that it is not a Non-Exempt Person and that neither the Servicer 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 Holder shall deliver to the Servicer evidence satisfactory to the Servicer substantiating that it is
not a Non-Exempt Person and that the Servicer 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, unless there is a change in law after the date that such Holder became a party
hereto. Without limiting the effect of the foregoing, (a) if a Holder is created or organized under the laws of the United States, any
state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the Servicer an
Internal Revenue Service Form W-9, or successor form, and (b) if a Holder is not created or organized under the laws of the United States,
any state thereof or the District of Columbia, and if the payment of interest or other amounts by the Mortgage Loan Borrower is treated
for United States income tax purposes as




    		-45-	 



     


    

derived in whole or part from sources
within the United States, such Holder shall satisfy the requirements of the preceding sentence by furnishing to the Servicer Internal
Revenue Service Form W-8EXP, W-8ECI, Form W-8IMY (with appropriate attachments) or Form W-8BEN, or successor forms, as may be required
from time to time, duly executed by such Holder, as evidence of such Holder’s entitlement to exemption from or reduction in the
withholding of United States tax with respect thereto. The Servicer shall not be obligated to make any payment hereunder to any Holder
until such Holder shall have furnished to the Servicer the requested forms, certificates, statements or documents. It is hereby acknowledged
that such forms have been received by the Servicer as of the date hereof with respect to the Initial Note B Holder.


34.       
Resignation of Agent. The Initial Agent, may transfer its rights and obligations to a Servicer, the Trustee or the Certificate
Administrator, as successor Agent, at any time without the consent of any Holder. Notwithstanding the foregoing, the Holders hereby agree
that, simultaneously with the closing of the Note A Securitization, the Master Servicer shall be deemed to have been automatically appointed
as the successor Agent under this Agreement in place of the Initial Agent without any further notice or other action. The termination
or resignation of such Master Servicer, as Master Servicer under the Servicing Agreement, shall be deemed a termination or resignation
of such Master Servicer as Agent under this Agreement, and any successor master servicer shall be deemed to have been automatically appointed
as the successor Agent under this Agreement in place thereof without any further notice or other action.


[NO FURTHER TEXT ON THIS PAGE]


 




    		-46-	 



     


    

IN WITNESS WHEREOF, each
of the Note A Holder, the Note B Holder and the Initial Agent has caused this Agreement to be duly executed as of the day and year first
above written.








	 	Note A Holder:
	 	 
	 	MORGAN STANLEY BANK, N.A.
	 	 
	 	 By:  	/s/ Jane
    Lam
	 	 	Name:  	Jane Lam
	 	 	Title:	Authorized Signatory
	 	 	 	 










	 	Note B Holder:
	 	 
	 	Delaware
Life Insurance Company
	 	 
	 	 By:  	/s/ James
    Alban
	 	 	Name:  	James Alban
	 	 	Title:	Authorized Signer
	 	 	 	 








	 	Initial Agent:
	 	 
	 	MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS
LLC
	 	 
	 	 By:  	/s/ Brandon
    Atkins
	 	 	Name:  	Brandon Atkins
	 	 	Title:	Vice President
	 	 	 	 


Intercreditor Agreement (Suarez
Industrial Portfolio)




    		  	 



     


    

EXHIBIT A


MORTGAGE LOAN SCHEDULE


A.       Description of Mortgage
Loan


	Mortgage Loan Borrower:	CLPG SJIP 1 LLC, CLPG SJIP 2 LLC and CLPG REXCO LLC
	Date of Mortgage Loan:	August 24, 2021
	
    Initial Principal Amount of Mortgage Loan:

     
	$84,950,000.00
	
    Closing Date Mortgage Loan Principal Balance:

     
	$84,950,000.00
	Location of Mortgaged Property:	
    150 Calle B Pueblo Viejo Ward, Guaynabo, PR

     

    Road PR-1, Km. 25.1, Quebrada Arenas Ward, San Juan, PR

     

    Road PR-1, Km. 25.1, Quebrada Arenas Ward, San Juan, PR

     

	Current Use of Mortgaged Property:	Industrial
	
    Mortgage Interest Rate:

     
	
    The weighted average of the Note A Interest Rate and the Note B Interest
    Rate (based on the Note A Principal Balance and the Note B Principal Balance) as of the date hereof

     

	
    Mortgage Loan Default Rate:

     
	
    Lesser of (a) the maximum rate permitted by applicable law and (b) 4% above
    the Mortgage Interest Rate

     

	
    Maturity Date:

     
	September 1, 2026



 



    		A-1 	 



     


    

B.Description of Notes


	
    Closing Date Note A Principal Balance:

     
	$60,000,000.00
	
    Closing Date Note B Principal Balance:

     
	$24,950,000.00
	
    Closing Date Note A Percentage Interest:

     
	70.63%
	
    Closing Date Note B Percentage Interest:

     
	29.37%
	
    Note A Interest Rate:

     
	
    3.876%

     

	
    Note B Interest Rate:

     
	6.750%
	Note A Default Interest Rate:	
    Lesser of (a) the maximum rate permitted by applicable law and (b) 4% above
    the Note A Interest Rate

     

	Note B Default Interest Rate:	
    Lesser of (a) the maximum rate permitted by applicable law and (b) 4% above
    the Note B Interest Rate

     



 




    		A-2 	 



     


    

EXHIBIT B


PERMITTED FUND MANAGERS


 


 


	1.       	Westbrook Partners
	2.       	DLJ Real Estate Capital Partners
	3.       	iStar Financial Inc.
	4.       	Lend-Lease Real Estate Investments
	5.       	Archon Capital, L.P.
	6.       	Whitehall Street Real Estate Fund, L.P.
	7.       	The Blackstone Group International Ltd.
	8.       	Apollo Real Estate Advisors
	9.       	Colony Capital, LLC
	10.       	Praedium Group
	11.       	JER Partners
	12.       	Fortress Investment Group LLC
	13.       	Lone Star Funds
	14.       	Clarion Partners
	15.       	Walton Street Capital, L.L.C.
	16.       	Starwood Property Trust, Inc.
	17.       	BlackRock, Inc.
	18.       	Rialto Capital Management, LLC
	19.       	Raith Capital Partners, LLC
	20.       	Eightfold Real Estate Capital, L.P.
	21.       	Principal Real Estate Investors, LLC
	22.       	One William Street Capital Management, L.P.




 


 






    		B-1