Exhibit 4.9


 


EXECUTION VERSION


 


AGREEMENT BETWEEN NOTE HOLDERS






Dated as of September 10, 2021



by and between




BARCLAYS CAPITAL REAL ESTATE INC.

(Initial Note A-1 Holder),


and


BARCLAYS CAPITAL REAL ESTATE INC.

(Initial Note A-2 Holder)


 


356-362 E 148TH STREET


 




     


     


    

TABLE OF CONTENTS


Page

 	Section 1.	Definitions.	1
	Section 2.	Servicing of the Mortgage Loan.	15
	Section 3.	Priority of Payments.	26
	Section 4.	Workout.	27
	Section 5.	Administration of the Mortgage Loan.	27
	Section 6.	Rights of the Controlling Note Holder.	32
	Section 7.	Appointment of Special Servicer.	34
	Section 8.	Payment Procedure.	35
	Section 9.	Limitation on Liability of the Note Holders.	36
	Section 10.	Bankruptcy.	36
	Section 11.	Representations of the Note Holders.	37
	Section 12.	No Creation of a Partnership or Exclusive Purchase Right.	37
	Section 13.	Other Business Activities of the Note Holders.	38
	Section 14.	Sale of the Notes.	38
	Section 15.	Registration of the Notes and Each Note Holder.	41
	Section 16.	Governing Law; Waiver of Jury Trial.	41
	Section 17.	Submission To Jurisdiction; Waivers.	42
	Section 18.	Modifications.	42
	Section 19.	Successors and Assigns; Third Party Beneficiaries.	42
	Section 20.	Counterparts.	43
	Section 21.	Captions.	43
	Section 22.	Severability.	43
	Section 23.	Entire Agreement.	43
	Section 24.	Withholding Taxes.	43
	Section 25.	Custody of Mortgage Loan Documents.	44
	Section 26.	Cooperation in Securitization.	45
	Section 27.	Notices.	46
	Section 28.	Broker.	46
	Section 29.	Certain Matters Affecting the Agent.	46
	Section 30.	Reserved.	46
	Section 31.	Resignation of Agent.	46
	Section 32.	Resizing.	47





 


 


 




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This AGREEMENT BETWEEN NOTE
HOLDERS (“Agreement”), dated as of September 10, 2021, by and between BARCLAYS CAPITAL REAL ESTATE INC. (“Barclays”
and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1, the “Initial Note A-1
Holder”, and in its capacity as the initial agent, the “Initial Agent”) and BARCLAYS CAPITAL REAL ESTATE
INC. (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2, the “Initial Note A-2
Holder” and together with the Initial Note A-1 Holder, the “Initial Note Holders”).


W I T N E S S E T H:


WHEREAS, pursuant to the
Mortgage Loan Agreement (as defined herein), Barclays originated a certain loan (the “Mortgage Loan”) described on
the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to CSB Courtlandt LLC and CSB
Lessee LLC (collectively, the “Mortgage Loan Borrower”), which is evidenced, inter alia, by (i) one promissory note
in the original principal amount of $24,000,000 (as amended, modified or supplemented, “Note A-1”) made by the Mortgage
Loan Borrower in favor of the Initial Note A-1 Holder and (ii) one promissory note in the original principal amount of $14,000,000 (as
amended, modified or supplemented, “Note A-2”, and, together with Note A-1 the “Notes”) made by
the Mortgage Loan Borrower in favor of the Initial Note A-1 Holder and the Initial Note A-2 Holder, each secured by a first mortgage (as
amended, modified or supplemented, the “Mortgage”) on certain real property located as described on the Mortgage Loan
Schedule (the “Mortgaged Property”); and


WHEREAS, each Initial Note
Holder desires to enter into this Agreement to memorialize the terms under which they, and their successors and assigns, shall hold the
Notes.


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


Section 1.   Definitions.
References to a “Section” or the “recitals” are, unless otherwise specified, to a Section or the recitals of this
Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms, or terms of substantially similar
import, in the Lead Securitization Servicing Agreement. Whenever used in this Agreement, the following terms shall have the respective
meanings set forth below unless the context clearly requires otherwise.


“Advance Interest”
shall mean the interest accrued on any Servicing Advance which is payable to the party that made that Servicing Advance, in accordance
with the Lead Securitization Servicing Agreement.


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




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


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


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


“Asset Representations
Reviewer” shall mean the Asset Representations Reviewer named in the Lead Securitization Servicing Agreement.


“Asset Review”
shall mean any review of representations and warranties conducted by the Non-Lead Asset Representations Reviewer, as contemplated by Item
1101(m) of Regulation AB.


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


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


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


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


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


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


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


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


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




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


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


“Controlling Note
Holder” shall mean the Note A-1 Holder; provided that at any time Note A-1 is included in a Securitization, references
to the “Controlling Note Holder” herein shall mean the holders of the majority of the class of securities issued in such Securitization
designated as the “controlling class” or such other class(es) otherwise assigned the rights to exercise the rights of the
“Controlling Note Holder” hereunder or under the Note A-1 PSA; provided that if at any time Note A-1 (or class of securities
issued under the Note A-1 PSA designated as the “controlling class” or such other class(es) otherwise assigned the rights
to exercise the rights of the Controlling Note Holder) is held by a Borrower Party, Note A-1 (or the class of securities issued under
the Note A-1 PSA designated as the “controlling class” or such other class(es) otherwise assigned the rights to exercise the
rights of the Controlling Note Holder) shall not be entitled to exercise any rights of the Controlling Note Holder and there shall be
deemed to be no Controlling Note Holder hereunder. If the Controlling Note is included in a Securitization, the Lead Securitization Servicing
Agreement may contain additional limitations on the rights of the designated party entitled to exercise the rights of the “Controlling
Note Holder” hereunder if such designated party is the Mortgage Loan Borrower or if it has certain relationships with the Mortgage
Loan Borrower.


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


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


“Depositor”
shall mean the depositor for the Lead Securitization.


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


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


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


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


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




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


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


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


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


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


“Interest Rate”
shall mean the Applicable Interest Rate (as defined in the Mortgage Loan Documents).


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


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


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




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“Lead Securitization”
shall mean the Note A-1 Securitization; provided that, if the Note A-2 Securitization occurs prior to the Note A-1 Securitization,
then the Note A-2 Securitization shall be the Lead Securitization until such time as the Note A-1 Securitization occurs.


“Lead Securitization
Controlling Class Representative” shall mean the “Controlling Class Representative” or equivalent Person under the
Lead Securitization Servicing Agreement.


“Lead Securitization
Note” shall mean the Note included in the Lead Securitization.


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


“Lead Securitization
Servicing Agreement” shall mean (i) the pooling and servicing agreement or other comparable agreement related to the Lead
Securitization, and (ii) on and after the date on which the Mortgage Loan is no longer subject to the provisions of the Lead Securitization
Servicing Agreement, the “Lead Securitization Servicing Agreement” shall be determined in accordance with the second paragraph
of Section 2(a).


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


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


“Master Servicer”
shall mean the master servicer appointed to act in such capacity with respect to the Mortgage Loan as provided in the Lead Securitization
Servicing Agreement.


“Master Servicer
Remittance Date” shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement.


“Monthly Payment
Date” shall mean the Payment Date (as defined in the Mortgage Loan Documents).


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


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


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


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


“Mortgage Loan Agreement”
shall mean the Loan Agreement, dated as of July 22, 2021, between the Mortgage Loan Borrower, as borrower, and Barclays Capital Real Estate




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Inc., as lender, as the same may be further
amended, restated, supplemented or otherwise modified from time to time, subject to the terms hereof.


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


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


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


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


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


“New Notes”
shall have the meaning assigned to such term in Section 32.


“Non-Controlling
Note” means any Note (other than the Controlling Note), including any New Note designated as a “Non-Controlling Note”
hereunder pursuant to Section 32.


“Non-Controlling
Note Holder” means the holder of the Non-Controlling Note; provided that with respect to the Non-Controlling Note, at
any time the Non-Controlling Note is included in a Securitization, references to the “Non-Controlling Note Holder” herein
shall mean the related Non-Controlling Note Holder Representative under the related Securitization Servicing Agreement or any other party
assigned the rights to exercise the rights of the “Non-Controlling Note Holder” hereunder, as and to the extent provided in
the related Securitization Servicing Agreement and as to the identity of which the Controlling Note Holder (and, if applicable, the Master
Servicer and the Special Servicer) has been given written notice; provided that if at any time the Non-Controlling Note (or class of securities
issued under the related Non-Lead Securitization Servicing Agreement designated as the “controlling class” or such other party
otherwise assigned the rights to exercise the rights of the Non-Controlling Note Holder) is held by a Borrower Party, the Non-Controlling
Note (or the class of securities issued under the Non-Lead Securitization Servicing Agreement designated as the “controlling class”
or such other party otherwise assigned the rights to exercise the rights of the Non-Controlling Note Holder) shall not be entitled to
exercise any rights of the Non-Controlling Note Holder, and there shall be deemed to be no Non-Controlling Note Holder hereunder with
respect to the Non-Controlling Note. The Controlling Note Holder (or, if applicable, the Master Servicer or the Special Servicer acting
on its behalf) shall not be required at any time to deal with more than one party in respect of any Note that is exercising the rights
of a “Non-Controlling Note Holder” herein or, under the Lead Securitization Servicing Agreement and, (x) to the extent that
the related Securitization Servicing Agreement assigns such rights to more than one party or (y) to the extent the related Non-Controlling
Note is split into two or more New Notes pursuant to Section 32, for purposes of this Agreement, such Securitization Servicing
Agreement or the holders of such New Notes




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shall designate one party to deal with the
Lead Securitization Note Holder (or, the Master Servicer or the Special Servicer acting on its behalf) and provide written notice of such
designation to the Lead Securitization Note Holder (or, the Master Servicer and the Special Servicer acting on its behalf); provided
that, in the absence of such designation and notice, the Lead Securitization Note Holder (or, the Master Servicer or the Special Servicer
acting on its behalf) shall be entitled to treat the last party as to which it has received written notice as having been designated as
the Non-Controlling Note Holder with respect to such Non-Controlling Note for all purposes of this Agreement. As of the date hereof and
until further notice from the Non-Controlling Note Holder (or, if applicable, the related Non-Lead Master Servicer or another party acting
on its behalf), the Initial Note A-2 Holder is the Non-Controlling Note Holder with respect to Note A-2. If the Non-Controlling Note is
included in a Securitization, the related Securitization Servicing Agreement may contain additional limitations on the rights of the designated
party entitled to exercise the rights of the “Non-Controlling Note Holder” hereunder if such designated party is the Mortgage
Loan Borrower or if it has certain relationships with the Mortgage Loan Borrower.


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


“Non-Exempt Person”
shall mean any Person other than a Person who is either (i) a U.S. Person or (ii) has on file with the Agent for the relevant
year such duly-executed form(s) or statement(s) which may, from time to time, be prescribed by law and which, pursuant to applicable provisions
of (A) any income tax treaty between the United States and the country of residence of such Person, (B) the Code or (C) any
applicable rules or regulations in effect under clauses (A) or (B) above, permit the Servicer on behalf of the Note Holders to make
such payments free of any obligation or liability for withholding.


“Non-Lead Asset
Representations Reviewer” shall mean the “Asset Representations Reviewer” (or similarly named Person that is the
“asset representations reviewer” as defined in Item 1101(m) of Regulation AB) under the Non-Lead Securitization Servicing
Agreement.


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


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


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


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


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




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“Non-Lead Securitization
Determination Date” shall mean the “determination date” (or any term substantially similar thereto) as defined in
the Non-Lead Securitization Servicing Agreement.


“Non-Lead Securitization
Note” shall mean Note A-2.


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


“Non-Lead Securitization
Note Holder Representative” shall mean the holders of the majority of the class of securities issued in the Non-Lead Securitization
designated as the “controlling class” pursuant to the related Non-Lead Securitization Servicing Agreement or their duly appointed
representative.


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


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


“Non-Lead Sponsor”
shall mean the Note A-2 Holder in its capacity as the sponsor with respect to the related Non-Lead Securitization Note in connection with
the related Non-Lead Securitization.


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


“Non-Securitizing
Note Holder” shall mean, with respect to the Securitization, each Note Holder other than a Securitizing Note Holder with respect
to such Securitization.


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


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


“Note A-1 Master
Servicer” shall mean the master servicer under the Note A-1 PSA.


“Note A-1 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-1 Principal Balance
set forth on the Mortgage Loan Schedule, less any payments of principal thereon (or any New Notes issued in substitution thereof) received
by the Note A-1 Holder (or any holders of New Notes in substitution thereof) or reductions in such amount pursuant to Section 3
or Section 4, as applicable.


“Note A-1 PSA”
shall mean the pooling and servicing agreement or other comparable agreement entered into in connection with the Note A-1 Securitization.




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


“Note A-1 Securitization
Date” shall mean the closing date of the Note A-1 Securitization.


“Note A-1 Special
Servicer” shall mean the special servicer under the Note A-1 PSA.


“Note A-1 Trustee”
shall mean the trustee under the Note A-1 PSA.


“Note A-1 Trust
Fund” shall mean the trust formed pursuant to the Note A-1 PSA.


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


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


“Note A-2 Master
Servicer” shall mean the master servicer under the Note A-2 PSA.


“Note A-2 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-2 Principal Balance
set forth on the Mortgage Loan Schedule, less any payments of principal thereon (or any New Notes issued in substitution thereof) received
by the Note A-2 Holder (or any holders of New Notes in substitution thereof) or reductions in such amount pursuant to Section 3
or Section 4, as applicable.


“Note A-2 PSA”
shall mean the pooling and servicing agreement or other comparable agreement entered into in connection with the Note A-2 Securitization.


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


“Note A-2 Securitization
Date” shall mean the closing date of the Note A-2 Securitization.


“Note A-2 Special
Servicer” shall mean the special servicer under the Note A-2 PSA.


“Note A-2 Trustee”
shall mean the trustee under the Note A-2 PSA.


“Note Holder Representative”
shall mean a Controlling Note Holder Representative or a Non-Controlling Note Holder Representative, as applicable.




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


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


“Note Principal
Balance” shall mean, (i) with respect to Note A-1, the Note A-1 Principal Balance and (ii) with respect to Note A-2, the Note
A-2 Principal Balance.


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


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


“Operating Advisor”
shall mean the trust advisor, senior trust advisor, operating advisor or other analogous term as defined under the Lead Securitization
Servicing Agreement.


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


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


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


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


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


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


(a)       an
entity Controlled by any of the Initial Note Holders, or




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(b)       one
or more of the following:


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


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


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


(iv)       an
investment fund, limited liability company, limited partnership or general partnership having capital and/or capital commitments of at
least $250,000,000, in which (A) any Initial Note Holder, (B) a person that is otherwise a Qualified Institutional Lender under clause (i),
(ii) or (v) (with respect to an institution substantially similar to the entities referred to in clause (i) or (ii) above), or (C) a
Permitted Fund Manager, acts as a general partner, managing member, or the fund manager responsible for the day-to-day management and
operation of such investment vehicle and provided that at least 50% of the equity interests in such investment vehicle are owned,
directly or indirectly, by one or more entities that are otherwise Qualified Institutional Lenders (without regard to




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the capital surplus/equity and total asset
requirements set forth below in the definition), or


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


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


(c)       any
entity Controlled by any of the entities described in clause (b)(i), (ii), (iv)(B) or (v) above or subject to a Rating Agency Confirmation
as a Qualified Institutional Lender for purposes of this Agreement from each of the Rating Agencies engaged to rate the securities for
any Securitization.


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


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


“Rating Agency Confirmation”
shall mean, with respect to any Securitization, a confirmation in writing (which may be in electronic form) by each of the applicable
Rating Agencies for such Securitization that a proposed action, failure to act or other event so specified will not, in and of itself,
result in the downgrade, withdrawal or qualification of the then current rating assigned to any class of securities of such Securitization
(if then rated by such Rating Agency); provided that a written waiver or other acknowledgment from any such Rating Agency indicating
its decision not to review the matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy the requirement for
the Rating Agency Confirmation from such Rating Agency with respect to such matter. If no such securities are outstanding with respect
to




    -12-


     


    

any Securitization, any action that would otherwise
require a Rating Agency Confirmation shall instead require the consent of the Note A-1 Holder, which consent shall not be unreasonably
withheld, conditioned or delayed.


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


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


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


“REMIC Provisions”
shall mean the provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections
860A through 860G of subchapter M of chapter 1 of the Code, and related provisions, and temporary and final Treasury Regulations (or proposed
regulations that would apply by reason of their proposed effective date to the extent not inconsistent with temporary or final regulations)
and any rulings or announcements promulgated thereunder, as the foregoing may be in effect from time to time.


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




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


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


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


“Securitization”
shall mean the Note A-1 Securitization or the Note A-2 Securitization.


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


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


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization.


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


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


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


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


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


“Special Servicer”
shall mean the special servicer appointed to act in such capacity with respect to the Mortgage Loan as provided in the Lead Securitization
Servicing Agreement.


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


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




    -14-


     


    

“Trust Fund”
shall mean the trust formed pursuant to the Lead Securitization Servicing Agreement.


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


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


Section 2.   Servicing
of the Mortgage Loan.


(a)       Each
Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and after the
Securitization Date by the Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the Lead Securitization
Servicing Agreement; provided that the Master Servicer shall not be obligated to advance monthly payments of principal or interest in
respect of any Note other than the Lead Securitization Note if such principal or interest is not paid by the Mortgage Loan Borrower but
shall be obligated to make Servicing Advances, subject to the terms of the Lead Securitization Servicing Agreement. The Lead Securitization
Servicing Agreement shall contain terms and conditions that are customary for securitization transactions involving assets similar to
the Mortgage Loan and that are otherwise (i) required by the Code relating to the tax elections of any Securitization Trust, (ii) required
by law or changes in any law, rule or regulation and (iii) generally required by the Rating Agencies in connection with the issuance of
ratings in securitizations similar to the Securitizations. Each Note Holder acknowledges that each other Note Holder may elect, in its
sole discretion, to include its Note in a Securitization and agrees that it will, subject to Section 26 hereof, reasonably
cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. Subject to the terms
and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents to the appointment of the Master Servicer
and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment of the Special Servicer by the
Controlling Note Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing
of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints the Master Servicer,
the Special Servicer and the Trustee in the Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably
required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement
(subject at all times to the rights of the Note Holder set forth herein and in the Lead Securitization Servicing Agreement). In no event
shall the Lead Securitization Servicing Agreement require the Servicer to enforce the rights of any Note Holder against any other Note
Holder or limit the Servicer in enforcing the rights of one Note




    -15-


     


    

Holder against any other Note Holder; however,
this statement shall not be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder, and is subject
in all respects to Section 6.04 of the Lead Securitization Servicing Agreement. Each Servicer shall be required pursuant to the
Lead Securitization Servicing Agreement to service the Mortgage Loan in accordance with the Servicing Standard, the terms of the Mortgage
Loan Documents, the Lead Securitization Servicing Agreement and applicable law, and shall not take any action or refrain from taking any
action or follow any direction inconsistent with the foregoing.


At any time that the Mortgage
Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Note Holders agree to cause the Mortgage
Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note Holders, pursuant to a servicing agreement
that has servicing terms substantially similar to the Lead Securitization Servicing Agreement and all references herein to the “Lead
Securitization Servicing Agreement” shall mean such subsequent servicing agreement; provided, that if the Non-Lead Securitization
Note is in a Securitization, then a Rating Agency Confirmation shall have been obtained from each other Rating Agency with respect to
the securities issued in connection with such securitization for the Non-Lead Securitization Note regarding any servicer(s) to be appointed
under such replacement servicing agreement that does not have the Required Special Servicer Rating for such Rating Agency and that would
not otherwise meet the conditions to be a servicer under the Lead Securitization Servicing Agreement that is being replaced; provided,
further, that until a replacement servicing agreement has been entered into, the Lead Securitization Note Holder shall cause the
Mortgage Loan to be serviced pursuant to the provisions of the Lead Securitization Servicing Agreement, as if such agreement were still
in full force and effect with respect to the Mortgage Loan, by the applicable Servicer in the Lead Securitization or by any Person appointed
by the Lead Securitization Note Holder that is a servicer meeting the requirements of a master servicer under the Lead Securitization
Servicing Agreement and, in the case of the Special Servicer, that meets the Required Special Servicer Rating for each Rating Agency then
rating securities of the Non-Lead Securitization.


(b)       The
Master Servicer shall be the lead master servicer on the Mortgage Loan, and from time to time it (or the Trustee or the Special Servicer,
to the extent provided in the Lead Securitization Servicing Agreement) shall make the following advances, subject to the terms of the
Lead Securitization Servicing Agreement and this Agreement: (i) Servicing Advances on the Mortgage Loan and (ii) P&I Advances on the
Lead Securitization Note. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to reimbursement
for a Servicing Advance, first from funds on deposit in the Collection Account and/or the Companion Distribution Account for the
Mortgage Loan that (in any case) represent amounts received on or in respect of the Mortgage Loan, and then, in the case of Nonrecoverable
Advances, if such funds on deposit in the Collection Account or Companion Distribution Account are insufficient, from general collections
of the Lead Securitization as provided in the Lead Securitization Servicing Agreement. The Master Servicer, the Special Servicer and the
Trustee, as applicable, shall be entitled to reimbursement for Advance Interest on a Servicing Advance (including any Nonrecoverable Advance),
in the manner and from the sources provided in the Lead Securitization Servicing Agreement, including from general collections of the
Lead Securitization. Notwithstanding the foregoing, to the extent the Master Servicer, the Special Servicer or the Trustee, as applicable,
obtains funds from general




    -16-


     


    

collections of the Lead Securitization
as a reimbursement for a Nonrecoverable Advance or any Advance Interest on a Servicing Advance (including any Nonrecoverable Advance),
the Non-Lead Securitization Note Holder (including the Securitization Trust into which the Non-Lead Securitization Note is deposited)
shall be required to, promptly following notice from the Master Servicer, reimburse the Lead Securitization for its pro rata share
of such Nonrecoverable Advance or Advance Interest.


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


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




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


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


(i)       the
Master Servicer shall remit all payments received with respect to the Non-Lead Securitization Note, net of the servicing fees payable
to the Master Servicer and Special Servicer with respect to the Non-Lead Securitization Note, and any other applicable fees and reimbursements
payable to the Master Servicer, the Special Servicer and the Trustee, to the related Non-Lead Securitization Note Holder by the earlier
of (x) the Master Servicer Remittance Date (as defined in the Lead Securitization Servicing Agreement) and (y) the Business Day following
the “determination date” (or any term substantially similar thereto) as defined in the related Non-Lead Securitization Servicing
Agreement (such determination date, the “Non-Lead Securitization Determination Date”), in each case as long as the date on
which remittance is required under this clause




    -18-


     


    

(i) is at least one business day after
the scheduled monthly payment date under the Mortgage Loan Agreement, provided, that any late collections received by the Master Servicer
after the related due date under the Mortgage Loan shall be remitted by the Master Servicer in accordance with clause (c)(xiii) below;


(ii)       with
respect to the Non-Lead Securitization Note that is held by a Securitization, the Master Servicer agrees to deliver or cause to be delivered
or to make available to the related Non-Lead Master Servicer all reports required to be delivered by the Master Servicer to the Certificate
Administrator and the Trustee under the Lead Securitization Servicing Agreement (which shall include all loan-level reports constituting
the CREFC® Investor Reporting Package (IRP)) pursuant to the terms of the Lead Securitization Servicing Agreement, to the extent related
to the Mortgage Loan, the Mortgaged Property, the related Non-Lead Securitization Note, the Master Servicer, the Special Servicer, the
Certificate Administrator or the Trustee, by the earlier of (x) the Master Servicer Remittance Date and (y) the Business Day following
the related Non-Lead Securitization Determination Date, in each case so long as the date on which delivery is required under this clause
(ii) is at least one business day after the scheduled monthly payment date under the Mortgage Loan Agreement;


(iii)       the
Master Servicer and the Special Servicer, as applicable, shall provide (or the Special Servicer shall provide to the Master Servicer for
provision by the Master Servicer) (in electronic media) to the Non-Lead Securitization Note Holder all documents, certificates, instruments,
notices, reports, operating statements, rent rolls and other information regarding the Mortgage Loan provided by it to any other party
to the Lead Securitization Servicing Agreement at the time provided to such other party;


(iv)       the
Non-Lead Securitization Note Holder shall be entitled to the same indemnity as the Lead Securitization Note Holder under the Lead Securitization
Servicing Agreement; each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor
and the Custodian shall be required to (and shall require any Servicing Function Participant or Additional Servicer engaged by it to)
indemnify each Certifying Person and the depositor of any public Other Securitization Trust, and their respective directors and officers
and controlling persons, to the same extent that they indemnify the Depositor (as depositor in respect of the Lead Securitization) and
each Certifying Person for (i) its failure to deliver the items in clause (v) below in a timely manner, (ii) its failure to perform its
obligations to such depositor or Non-Lead Trustee under Article X (or any article substantially similar thereto) of the Lead Securitization
Servicing Agreement by the time required after giving effect to any applicable grace period or cure period, (iii) the failure of any Servicing
Function Participant or Additional Servicer retained by it (other than a Mortgage Loan Seller Sub-Servicer) to perform its obligations
to such depositor or trustee under such Article X (or any article substantially similar thereto) of the Lead Securitization Servicing
Agreement by the time required and/or (iv) any Deficient Exchange Act Deliverable regarding, and delivered by or on behalf of, such party;


(v)       with
respect to the Non-Lead Securitization that is subject to reporting requirements under the Securities Act, the Exchange Act (including
Rule 15Ga-1), and




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Regulation AB, (a) the Master Servicer,
any primary servicer, the Special Servicer, the Trustee, the Certificate Administrator or other party acting as custodian for the Lead
Securitization shall be required to deliver (and shall be required to cause each other servicer and servicing function participant (within
the meaning of Items 1123 and 1122, respectively, of Regulation AB) retained or engaged by it to deliver; provided that such party shall
only be required to use commercially reasonable efforts to cause a Mortgage Loan Seller Sub-Servicer to deliver), in a timely manner (i)
the reports, certifications, compliance statements, accountants’ assessments and attestations, and information to be included in
reports (including, without limitation, Form ABS-15G, Form 10-K, Form 10-D and Form 8-K), and (ii) upon request, any other materials specified
in the related Non-Lead Securitization Servicing Agreement, in the case of clauses (i) and (ii), as the Non-Lead Depositor or Non-Lead
Trustee reasonably believes, in good faith, are required in order for such Non-Lead Depositor or Non-Lead Trustee to comply with its obligations
under the Securities Act, the Exchange Act (including Rule 15Ga-1), Regulation AB and Form SF-3, (b) without limiting the generality of
the foregoing (x) the Depositor or the related Note Holder shall provide or cause to be provided to the Non-Lead Depositor (and to counsel
to such Non-Lead Depositor) and the Non-Lead Trustee (1) written notice (which may be by email) in a timely manner (but no later than
three (3) Business Days prior to closing) of the occurrence of such Securitization, and (2) no later than the closing date of such Securitization,
a copy of the Lead Securitization Servicing Agreement in an EDGAR-compatible format, and (y) the Master Servicer and Special Servicer
(or any replacement Master Servicer or Special Servicer, as applicable) shall, upon reasonable prior written request, and subject to the
right of the Master Servicer or the Special Servicer, as the case may be, to review and approve such disclosure materials, permit a holder
of the Non-Lead Securitization Note to use such party’s description contained in the Lead Securitization prospectus (updated as
appropriate by the Master Servicer or Special Servicer, as applicable, at the cost of the related Non-Lead Sponsor) (or, in the case of
a replacement Special Servicer, contained in a Lead Securitization Form 8-K), for inclusion in the disclosure materials (or, in the case
of a replacement Special Servicer, for inclusion in a Form 8-K) relating to any securitization of the Non-Lead Securitization Note, and
(z) the Master Servicer and the Special Servicer (or any replacement Master Servicer or Special Servicer, as applicable), shall provide
indemnification agreements, opinions and Regulation AB compliance letters as were or are being delivered with respect to the Lead Securitization
(in each case, at the cost of the related Non-Lead Sponsor), and (c) in connection with any amendment of the Lead Securitization Servicing
Agreement, the Depositor shall provide written notice (which may be by email) of such proposed amendment to the Non-Lead Depositor and
Non-Lead Certificate Administrator no later than three (3) Business Days prior to the date of effectiveness of such amendment, and, on
the date of effectiveness of such amendment to the Lead Securitization Servicing Agreement, provide a copy of such amendment in an EDGAR-compatible
format to the Non-Lead Depositor and Non-Lead Trustee. The Master Servicer and the Special Servicer shall each be required to provide
certification and indemnification to any Certifying Person with respect to any applicable Sarbanes-Oxley Certification with respect to
the Non-Lead Securitization;


(vi)       each
of the Master Servicer, the Special Servicer, the Custodian and the Trustee and each Affected Reporting Party shall cooperate (and require
each Servicing




    -20-


     


    

Function Participant and Additional Servicer
retained by it to cooperate under the applicable Sub-Servicing Agreement), with the Non-Lead Depositor (including, without limitation,
providing all due diligence information, reports, written responses, negotiations and coordination) to the same extent as such party is
required to cooperate with each Lead Depositor under Article X (or any article substantially similar thereto) of the Lead Securitization
Servicing Agreement and in connection with Deficient Exchange Act Deliverables. All respective reasonable out-of-pocket costs and expenses
incurred by the Non-Lead Depositor (including reasonable legal fees and expenses of outside counsel to such depositor) in connection with
the foregoing (other than those costs and expenses related to participation by the Non-Lead Depositor in any telephone conferences and
meetings with the Commission and other costs such Non-Lead Depositor must bear pursuant to Article X (or any article substantially similar
thereto) of the Lead Securitization Servicing Agreement) and any amendments to any reports filed with the Commission therewith shall be
promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from such Non-Lead Depositor;


(vii)       the
Non-Lead Securitization Note Holder is an intended third-party beneficiary in respect of the rights afforded it under the Lead Securitization
Servicing Agreement and the Non-Lead Master Servicer shall be entitled to enforce the rights of the related Non-Lead Securitization Note
Holder under this Agreement and the Lead Securitization Servicing Agreement;


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


(ix)       if
the Mortgage Loan becomes a Defaulted Mortgage Loan and the Special Servicer determines to sell the Lead Securitization Note in accordance
with the Lead Securitization Servicing Agreement, it shall have the right and the obligation to sell all of the Notes as notes evidencing
one whole loan in accordance with the terms of the Lead Securitization Servicing Agreement. In connection with any such sale, the Special
Servicer shall provide notice to the Non-Lead Master Servicer who shall provide notice to the related Non-Controlling Note Holder of the
planned sale and of such Non-Controlling Note Holder’s opportunity to submit an offer on the Mortgage Loan;


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


(xi)       Servicer
Termination Events with respect to the Master Servicer and the Special Servicer shall include: (i) solely with respect to the Master Servicer,
the failure to timely remit payments to the Non-Lead Securitization Note Holder, which failure continues unremedied for one (1) Business
Day following the date on which such payment was to be made; (ii) solely with respect to the Special Servicer, the failure to deposit
into any REO Account any amount required to be so deposited within two (2)




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Business Days after the date such deposit
was to be made, or the failure to remit to the Master Servicer for deposit into the Collection Account or the related Companion Distribution
Account, as applicable, any amount required to be so remitted by the Special Servicer within one (1) Business Day after the date such
remittance was to be made; (iii) the qualification, downgrade or withdrawal, or placing on “watch status” in contemplation
of a rating downgrade or withdrawal of the ratings of any class of certificates issued in connection with the Non-Lead Securitization
by the rating agencies rating such securities (and such qualification, downgrade, withdrawal or “watch status” placement shall
not have been withdrawn by such rating agencies within sixty (60) days of actual knowledge of such event by the Master Servicer or the
Special Servicer, as the case may be), and publicly citing servicing concerns with the Master Servicer or Special Servicer, as applicable,
as the sole or a material factor in such rating action; and (iv) the failure to provide to the Non-Lead Securitization Note Holder (if
and to the extent required under the related Non-Lead Securitization) reports required under the Exchange Act, and the rules and regulations
thereunder, in a timely fashion. Upon the occurrence of such a Servicer Termination Event with respect to the Master Servicer affecting
the Non-Lead Securitization Note Holder and the Master Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing
Agreement, the Trustee shall, upon the direction of the Non-Lead Securitization Note Holder, require the appointment of a subservicer
with respect to the Non-Lead Securitization Note. Upon the occurrence of a Servicer Termination Event with respect to the Special Servicer
affecting the Non-Lead Securitization Note Holder and the Special Servicer is not otherwise terminated pursuant to the Lead Securitization
Servicing Agreement, the Trustee shall, upon direction of the Non-Lead Securitization Note Holder, terminate the Special Servicer with
respect to, but only with respect to, the Mortgage Loan;


(xii)       upon
any resignation of the Master Servicer or the Special Servicer, any replacement of the Special Servicer, any termination of the Master
Servicer or Special Servicer and/or any replacement thereof, any appointment of a successor to the Master Servicer or Special Servicer,
or the effectiveness of any designation of a new Special Servicer, the Trustee or Certificate Administrator shall promptly (and in any
event no later than three (3) Business Days prior to the effective date of such resignation, termination, replacement and/or appointment
of a Master Servicer or Special Servicer) provide written notice thereof to the Non-Lead Trustee, Non-Lead Master Servicer, and Non-Lead
Depositor, together with any information reasonably required (including, without limitation, any disclosure required under Item 1108 of
Regulation AB) for the related Non-Lead Securitization to comply with any applicable reporting obligations under the Exchange Act; provided,
that such notice shall not be deemed to be provided unless receipt thereof has been confirmed in writing (which may be by email) from
the Non-Lead Depositor;


(xiii)       any
late collections received by the Master Servicer from the Mortgage Loan Borrower that are allocable to the Non-Lead Securitization Note
or reimbursable to the related Non-Lead Master Servicer or the related Non-Lead Trustee shall be remitted by the Master Servicer to the
related Non-Lead Master Servicer within one (1) Business Day of receipt of properly identified and available funds constituting such late
collections; provided, however, that to the extent any such amounts are received




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after 3:00 p.m. Eastern time on any given
Business Day, the Master Servicer shall use commercially reasonable efforts to remit such late collections to the related Non-Lead Master
Servicer within one (1) Business Day of receipt of properly identified and available funds but, in any event, the Master Servicer shall
remit such amounts within two (2) Business Days of receipt of properly identified and available funds;


(xiv)       
if the Non-Lead Securitization Note becomes the subject of an Asset Review pursuant to the related Non-Lead Securitization Servicing Agreement,
the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the related Non-Lead Asset Representations
Reviewer in connection with such Asset Review by providing such Non-Lead Asset Representations Reviewer with any documents reasonably
requested by such Non-Lead Asset Representations Reviewer, but only to the extent (x) such documents are in the possession of the Master
Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be, and (y) such Non-Lead Asset Representations Reviewer
has not been able to obtain such documents from the related mortgage loan seller;


(xv)       any
conflict between the Lead Securitization Servicing Agreement and this Agreement shall be resolved in favor of this Agreement; provided
that in no event shall the Master Servicer or the Special Servicer, as the case may be, take any action or omit to take any action in
accordance with the terms of this Agreement that would cause the Master Servicer or the Special Servicer, as the case may be, to violate
the Servicing Standard or the REMIC Provisions;


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


(xvii)       the
Lead Securitization Servicing Agreement shall also satisfy Moody’s rating methodology as of the closing date of the Lead Securitization
Servicing Agreement for eligible accounts and permitted investments for a securitization rated “Aaa” by Moody’s.


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


(i)       the
Non-Lead Securitization Note Holder shall be responsible for its pro rata share of any Nonrecoverable Advances (and Advance Interest
thereon) and any additional expenses of the Trust Fund, but only to the extent that such expenses relate to servicing and administration
of the Notes, including without limitation, any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees relating to the Notes,
and that in the event that the funds received with respect to each respective Note are insufficient to cover such Servicing Advances or
additional expenses of the Trust Fund, (i) the Non-Lead Master Servicer will be required to, promptly following notice from the Master
Servicer, reimburse the Master Servicer, the Special Servicer, the Certificate




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Administrator or the Trustee, as applicable,
out of general collections in the collection account (or equivalent account) established under the related Non-Lead Securitization Servicing
Agreement for the related Non-Lead Securitization Note Holder’s pro rata share of any such Nonrecoverable Advances and/or
additional expenses of the Trust Fund, and (ii) if the Lead Securitization Servicing Agreement permits the Master Servicer, the Special
Servicer, the Certificate Administrator or the Trustee to reimburse itself from the Lead Securitization Trust’s general collections,
then the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, may do so and the Non-Lead
Master Servicer will be required to, promptly following notice from the Master Servicer, reimburse the Lead Securitization Trust out of
general collections in the collection account (or equivalent account) established under the related Non-Lead Securitization Servicing
Agreement for the related Non-Lead Securitization Note Holder’s pro rata share of any such Nonrecoverable Advances and/or
additional expenses of the Trust Fund;


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


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


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




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


(f)       The
Lead Securitization Note Holder agrees that, if the Non-Lead Securitization Note is included in a Securitization, and such Non-Lead Securitization
is subject to reporting requirements under Regulation AB, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall
be required to reasonably cooperate with the related Non-Lead Asset Representations Reviewer in connection with such Non-Lead Asset Representations
Reviewer’s obligations under the related Non-Lead Securitization Servicing Agreement with respect to the Mortgage Loan by providing
any documents reasonably requested by such Non-Lead Asset Representations Reviewer or other requesting party in connection with such Non-Lead
Asset Representations Reviewer’s obligations, but only to the extent such documents are in the possession of the Master Servicer,
the Special Servicer, the Trustee or the Custodian, as the case may be and such Non-Lead Asset Representations Reviewer has not been able
to obtain such documents from the related mortgage loan seller. The reasonable out-of-pocket expenses of the Master Servicer, Special
Servicer, the Trustee and the Custodian actually incurred in connection with their compliance with such requests shall be reimbursable
by the related Non-Lead Asset Representations Reviewer or, if not paid by the related Non-Lead Asset Representations Reviewer, the related
Non-Lead Securitization Note Holder.


 


(g)       If
Note A-1 is not the first Note to be deposited into the Lead Securitization, the Note A-1 Holder shall give each of the parties to the
Lead Securitization (that will not also be a party to the Note A-1 PSA) and the Non-Controlling Note Holder Representative under the Lead
Securitization Servicing Agreement notice of the Note A-1 Securitization in writing (which may be by e-mail) not less than 5 business
days’ prior to the Note A-1 Securitization Date. Such notice shall contain contact information for each of the




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parties to the Note A-1 PSA. In
addition, after the Note A-1 Securitization Date, the Note A-1 Holder shall send a copy of the Note A-1 PSA to each of the parties to
the Note A-2 PSA.


Section 3.   Priority
of Payments.


(a)       Each
Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note or security
therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection
with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Periodic Payments,
the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the
Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair
of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents) shall
be applied by the Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis; provided, that (x) all
amounts for required reserves or escrows required by the Mortgage Loan Documents to be held as reserves or escrows or received as reimbursements
on account of recoveries in respect of property protection expenses or Servicing Advances then due and payable or reimbursable to the
Trustee or any Servicer under the Lead Securitization Servicing Agreement shall be applied to the extent set forth in, and in accordance
with the terms of, the Mortgage Loan Documents; and (y) all amounts that are then due, payable or reimbursable to any Servicer, with
respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement and any other compensation payable to it thereunder
(including without limitation, any additional expenses of the Trust Fund relating to the Mortgage Loan (but subject to the second paragraph
of Section 5(d) hereof) reimbursable to, or payable by, such parties and any Special Servicing Fees, Liquidation Fees, Workout
Fees and Penalty Charges (to the extent provided in the immediately following paragraph) but excluding (i) any P&I Advances (and interest
thereon) on the Lead Securitization Note, which shall be reimbursed in accordance with Section 2(b) hereof, and (ii) any Master
Servicing Fees due to the Master Servicer (including any primary servicing fees).


For clarification purposes,
Penalty Charges paid on each Note shall first, be used to reduce, on a pro rata basis, the amounts payable on each Note
by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances
and reimbursement of any Servicing Advances in accordance with the terms of the Lead Securitization Servicing Agreement, second,
be used to reduce the respective amounts payable on each Note by the amount necessary to pay the Master Servicer, Trustee, the Non-Lead
Master Servicer or the Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if
and as specified in the Lead Securitization Servicing Agreement or the Non-Lead Securitization Servicing Agreement, as applicable), third,
be used to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay additional expenses of
the Trust Fund (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan
(as specified in the Lead Securitization Servicing Agreement) and finally, (i) in the case of the remaining amount of Penalty Charges
allocable to the Lead Securitization Note, or to the Non-Lead Securitization Note, be paid to the Master Servicer and/or the Special Servicer
as additional servicing compensation as provided in the Lead Securitization Servicing Agreement.




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


Section 5.   Administration
of the Mortgage Loan.


(a)       Subject
to this Agreement (including but not limited to Section 5(c)) and the Lead Securitization Servicing Agreement and subject
to the rights and consents, where required, of the Controlling Note Holder Representative, the Lead Securitization Note Holder (or the
Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) shall have the sole and
exclusive authority with respect to the administration of, and exercise of rights and remedies with respect to, the Mortgage Loan, including,
without limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan Documents or consent to any action or
failure to act by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents, call or waive any Event of Default, accelerate
the Mortgage Loan or institute any foreclosure action or other remedy, and the Non-Lead Securitization Note Holder shall not have any
voting, consent or other rights whatsoever except as explicitly set forth herein with respect to the Lead Securitization Note Holder’s
administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan. Subject to this Agreement and the Lead Securitization
Servicing Agreement, the Non-Lead Securitization Note Holder shall have no right to, and the Non-Lead Securitization Note Holder hereby
presently and irrevocably assigns and conveys to the Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or
the Trustee acting on behalf of the Lead Securitization Note Holder) the rights, if any, that the Note Holder has to, (i) call or
cause the Lead Securitization Note Holder to call an Event of Default under the Mortgage Loan, or (ii) exercise any remedies with
respect to the Mortgage Loan or the Mortgage Loan Borrower, including, without limitation, filing or causing the Lead Securitization Note
Holder to file any bankruptcy petition against the Mortgage Loan Borrower. The Lead Securitization Note Holder (or the Master Servicer,
the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) shall not have any fiduciary duty to the
Non-Lead Securitization Note Holder in connection with the administration of the Mortgage Loan (but the foregoing shall not relieve the
Lead Securitization Note Holder from the obligation to make any disbursement of funds as set forth herein or its obligation to follow
the Servicing Standard (in the case of the Master Servicer or the Special Servicer) or any liability for failure to do so).


Each Note Holder hereby
acknowledges the right and obligation of the Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead Securitization
Note Holder), upon the Mortgage Loan becoming a Defaulted Loan to sell the Notes together as notes evidencing one whole loan in accordance
with the terms of the Lead Securitization Servicing Agreement and shall require that all offers be submitted to the Special Servicer in




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writing. Whether any cash offer constitutes
a fair price for the Mortgage Loan shall be determined by the Special Servicer, if the highest offeror is a Person other than an Interested
Person, and by the Trustee, if the highest offeror is an Interested Person. Absent an offer at least equal to the Purchase Price, no offer
from an Interested Person shall constitute a fair price unless (i) it is the highest offer received and (ii) at least two other offers
are received from independent third parties. In determining whether any offer from an Interested Person received represents a fair price
for the Mortgage Loan, the Trustee shall rely on the most recent Appraisal (or update of such Appraisal) conducted in accordance with
the Lead Securitization Servicing Agreement within the preceding nine (9)-month period or, in the absence of any such Appraisal, on a
new Appraisal. In determining whether any such offer from a Person other than an Interested Person constitutes a fair price for the Mortgage
Loan, the Special Servicer shall take into account (in addition to the results of any Appraisal or updated Appraisal or narrative appraisal
that it may have obtained within the prior nine (9) months pursuant to the Lead Securitization Servicing Agreement) among other factors,
the period and amount of the occupancy level and physical condition of the Mortgaged Property and the state of the local economy. In determining
whether any offer received from an Interested Person represents a fair price for any such Defaulted Loan, the Trustee shall rely on the
most recent Appraisal (or update of such Appraisal) of the related Mortgaged Property conducted in accordance with this Agreement within
the preceding nine (9) month period or, in the absence of any such Appraisal, on a new Appraisal. Except as provided in the following
paragraph, the cost of any Appraisal will be covered by, and will be reimbursable as, a Servicing Advance by the Master Servicer. Notwithstanding
the foregoing, the Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead Securitization Note Holder) shall
not be permitted to sell the Mortgage Loan without the written consent of the Non-Lead Securitization Note Holder (provided that such
consent is not required if the related Non-Lead Securitization Note is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage
Loan Borrower) unless the Special Servicer has delivered to the Non-Lead Securitization Note Holder: (a) at least 15 Business Days’
prior written notice of any decision to attempt to sell the Mortgage Loan; (b) at least ten (10) days prior to the proposed sale date,
a copy of each bid package (together with any amendments to such bid packages) received by the Special Servicer in connection with any
such proposed sale, (c) at least ten (10) days prior to the proposed sale date, a copy of the most recent appraisal for the Mortgage Loan,
and any documents in the servicing file reasonably requested by the Non-Lead Securitization Note Holder that are material to the sale
price of the Mortgage Loan and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to
other offerors and the Lead Securitization Controlling Class Representative) prior to the proposed sale date, all information and other
documents being provided to other offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer
in connection with the proposed sale; provided, however, that the Non-Lead Securitization Note Holder may waive any delivery or timing
requirements set forth in this sentence only for itself. Subject to the foregoing, each of the Controlling Note Holder, the Controlling
Note Holder Representative, the Non-Controlling Note Holder and the Non-Controlling Note Holder Representatives shall be permitted to
submit an offer at any sale of the Mortgage Loan (unless such Person is a Borrower Party).


Notwithstanding anything
contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by an Interested Person
constitutes a fair price, the Trustee may (at its option and at the expense of the offering Interested Person




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purchaser) designate an independent third
party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing loans similar
to the Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price
for the Mortgage Loan. If the Trustee designates such third party to make such determination, the Trustee shall be entitled to rely conclusively
upon such third party’s determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions
of value incurred by any such third party shall be covered by, and shall be reimbursable, from the offering Interested Person.


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


The authority of the
Lead Securitization Note Holder to sell the Non-Lead Securitization Note, and the obligations of the Non-Lead Securitization Note Holder
to execute and deliver instruments or deliver the Non-Lead Securitization Note upon request of the Lead Securitization Note Holder, shall
terminate and cease to be of any further force or effect upon the date, if any, upon which the Lead Securitization Note is repurchased
by the Initial Note Holder from the trust fund established under the Lead Securitization Servicing Agreement in connection with a material
breach of representation or warranty made by such Initial Note Holder with respect to the Lead Securitization Note or material document
defect with respect to the documents delivered by the related Initial Note Holder with respect to the Lead Securitization Note upon the
consummation of the Lead Securitization. The preceding sentence shall not be construed to grant to the Non-Lead Securitization Note Holder
the benefit of any representation or warranty made by such Initial Note Holder or any document delivery obligation imposed on such Initial
Note Holder under any mortgage loan purchase and sale agreement, instrument of transfer or other document or instrument that may be executed
or delivered by such Initial Note Holder in connection with the Lead Securitization.


(b)       The
administration of the Mortgage Loan shall be governed by this Agreement and the Lead Securitization Servicing Agreement. The servicing
of the Mortgage Loan shall be carried out by the Master Servicer and, if the Mortgage Loan is a Specially Serviced Mortgage Loan (or to
the extent otherwise provided in the Lead Securitization Servicing Agreement), by the Special Servicer, in each case pursuant to the Lead
Securitization Servicing Agreement. Notwithstanding anything to the contrary contained herein, in accordance with the Lead Securitization
Servicing Agreement, the Lead Securitization Note Holder shall cause the Master Servicer and the Special Servicer to service and administer
the Mortgage Loan in accordance with the Servicing Standard, taking into account the interests of




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each Note Holder. The Note Holders agree
to be bound by the terms of the Lead Securitization Servicing Agreement. All rights and obligations of the Lead Securitization Note Holder
described hereunder may be exercised by the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee on behalf
of the Lead Securitization Note Holder. The Lead Securitization Servicing Agreement shall not be amended in any manner that may materially
and adversely affect the Non-Lead Securitization Note Holder in its capacity as Non-Lead Securitization Note Holder without such Non-Lead
Securitization Note Holder’s prior written consent. The Non-Lead Securitization Note Holder (unless it is a Borrower Party) shall
be a third-party beneficiary to the Lead Securitization Servicing Agreement with respect to its rights as specifically provided for therein.


(c)       Notwithstanding
the foregoing, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be required
(i) to provide copies of any notice, information and report that it is required to provide to the Lead Securitization Controlling Class
Representative pursuant to the Lead Securitization Servicing Agreement (for this purpose, without regard to whether such items are actually
required to be provided to the Lead Securitization Controlling Class Representative under the Lead Securitization Servicing Agreement
due to the occurrence of a Control Termination Event or a Consultation Termination Event or effectively equivalent period) with respect
to any Major Decision or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan,
to the Non-Lead Securitization Note Holder (or its Non-Lead Securitization Note Holder Representative), within the same time frame it
is required to provide to the Lead Securitization Controlling Class Representative (for this purpose, without regard to whether such items
are actually required to be provided to the Lead Securitization Controlling Class Representative under the Lead Securitization Servicing
Agreement due to the occurrence of a Control Termination Event or a Consultation Termination Event or effectively equivalent period) and
(ii) consult with the Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) on a strictly non-binding basis,
to the extent having received such notices, information and reports, such Non-Lead Securitization Note Holder (or its Non-Controlling
Note Holder Representative) requests consultation with respect to any such Major Decision or the implementation of any recommended actions
outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative); provided that after the expiration of a period of ten (10) Business Days
from the delivery to such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) by the Lead Securitization Note
Holder (or the Master Servicer or the Special Servicer acting on its behalf) of written notice of a proposed action, together with copies
of the notice, information and report required to be provided to the Lead Securitization Controlling Class Representative, the Lead Securitization
Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall no longer be obligated to consult with such Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative) (unless, the Lead Securitization Note Holder (or the Master Servicer or
the Special Servicer acting on its behalf) proposes a new course of action that is materially different from the action previously proposed,
in which case such ten (10) Business Day period shall be deemed to begin anew from the date of such proposal and delivery of all information
relating thereto). Notwithstanding the consultation rights of the Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative)
set forth in the immediately preceding sentence, the Lead Securitization Note Holder (or Master Servicer or




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Special Servicer, acting on its behalf)
may make any Major Decision or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business
Day period if the Lead Securitization Note Holder (or Master Servicer or Special Servicer, as applicable) determines that immediate action
with respect thereto is necessary to protect the interests of the Note Holders. In no event shall the Lead Securitization Note Holder
(or Master Servicer or Special Servicer, acting on its behalf) be obligated at any time to follow or take any alternative actions recommended
by the Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative).


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


(d)       If
any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within the meaning of Section 860D(a)
of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage Loan shall be administered such
that the Notes shall qualify at all times as (or as interests in) a “qualified mortgage” within the meaning of Section 860G(a)(3)
of the Code, (ii) any real property (and related personal property) acquired by or on behalf of the Note Holders pursuant to a foreclosure,
exercise of a power of sale or delivery of a deed in lieu of foreclosure of the Mortgage or lien on such property following a default
on the Mortgage Loan shall be administered so that the interest of the pro rata share of each Note Holder therein shall at all
times qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code and (iii) no Servicer
may modify, waive or amend any provision of the Mortgage Loan, consent to or withhold consent from any action of the Mortgage Loan Borrower,
or exercise or refrain from exercising any powers or rights which the Note Holders may have under the Mortgage Loan Documents, if any
such action would constitute a “significant modification” of the Mortgage Loan, within the meaning of Section 1.860G-2(b)
of the regulations of the United States Department of the Treasury, more than three (3) months after the startup day of the REMIC which
includes the Notes (or any portion thereof). Each Note Holder agrees that the provisions of this paragraph shall be effected by compliance
with any REMIC provisions in the Lead Securitization Servicing Agreement relating to the administration of the Mortgage Loan.


Anything herein or in the
Lead Securitization Servicing Agreement to the contrary notwithstanding, if one of the Notes is included in a REMIC and the other is not,
such other Note Holder shall not be required to reimburse such Note Holder or any other Person for payment of (i) any taxes imposed on
such REMIC, (ii) any costs or expenses relating to the administration of such REMIC or to any determination respecting the amount, payment
or avoidance of any tax under such REMIC or (iii) any advances for any of the foregoing or any interest thereon or for deficits in other
items of disbursement or income resulting from the use of funds for payment of any such taxes, costs or expenses or advances, nor shall
any disbursement or payment otherwise distributable to each other Note Holder be reduced to offset or make-up any such payment or deficit.




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Section 6.   Rights
of the Controlling Note Holder.


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


Neither the Controlling Note
Holder Representative nor the Controlling Note Holder, in such capacity, will have any liability to any other Note Holder or any other
Person for any action taken, or for refraining from the taking of any action or the giving of any consent or the failure to give any consent
pursuant to this Agreement or the Lead Securitization Servicing Agreement, or errors in judgment, absent any loss, liability or expense
incurred by reason of its willful misfeasance, bad faith, gross negligence or breach of this Agreement. The Note Holders agree that the
Controlling Note Holder Representative and the Controlling Note Holder (whether acting in place of the Controlling Note Holder Representative
when no Controlling Note Holder Representative shall have been appointed hereunder or otherwise exercising any right, power or privilege
granted to the Controlling Note Holder hereunder) may take or refrain from taking actions, or give or refrain from giving consents, that
favor the interests of one Note Holder over any other Note Holder, and that the Controlling Note Holder Representative may have special
relationships and interests that conflict with the interests of a Note Holder and, absent willful misfeasance, bad faith, gross negligence
or breach of this Agreement on the part of the Controlling Note Holder Representative or the Controlling Note Holder, as the case may
be, acting in such capacity, agree to take no action against the Controlling Note Holder




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Representative, the Controlling Note Holder
or any of their respective officers, directors, employees, principals or agents as a result of such special relationships or interests,
and that neither the Controlling Note Holder Representative nor the Controlling Note Holder will be deemed to have been grossly negligent
or reckless, or to have acted in bad faith or engaged in willful misfeasance or to have recklessly disregarded any exercise of its rights
by reason of its having acted or refrained from acting, or having given any consent or having failed to give any consent, solely in the
interests of each Note Holder.


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


The Non-Controlling Note
Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights and obligations with
respect to the Mortgage Loan (with respect to such Note Holder, the “Non-Controlling Note Holder Representative”).
All of the provisions relating to the Controlling Note Holder and the Controlling Note Holder Representative set forth in the first paragraph
of this Section 6(a) and the second paragraph of this Section 6(a) shall apply to the Non-Controlling Note Holder and its
related Non-Controlling Note Holder Representative mutatis mutandis.


(b)       The
Controlling Note Holder shall be entitled to exercise (x) the rights and powers granted to the Controlling Note Holder hereunder and (y)
the rights and powers granted to the Lead Securitization Controlling Class Representative or similar party under, and as defined in, the
Lead Securitization Servicing Agreement with respect to the Mortgage Loan. In addition, the Controlling Note Holder shall be entitled
to advise (1) the Special Servicer with respect to all matters related to the Mortgage Loan if it is a “Specially Serviced Loan”
(as defined in the Lead Securitization Servicing Agreement) and (2) the Special Servicer with respect to all matters for which the Master
Servicer must obtain the consent or deemed consent of the Special Servicer, and, except as set forth below, (i) the Master Servicer shall
not be permitted to implement any Major Decision unless it has obtained the prior written consent of the Special Servicer and (ii) the
Special Servicer shall not be permitted to consent to the Master Servicer’s implementing any Major Decision nor will the Special
Servicer itself be permitted to implement any Major Decision as to which the Controlling Note Holder has objected in writing within ten
(10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) after receipt of the written recommendation
and analysis and such additional information requested by the Controlling Note Holder, and reasonably available to the Special Servicer,
as may be necessary in order to make a judgment with respect to such Major Decision. The Controlling Note Holder may also direct the Special
Servicer to take, or to refrain from taking, such other actions with respect to the Mortgage Loan as the Controlling Note Holder may deem
advisable. If the Controlling Note Holder fails to notify the Special Servicer of its approval or disapproval of any proposed Major Decision
within ten (10) Business Days after delivery to the Controlling Note Holder by the applicable Servicer of written notice of a




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proposed Major Decision together with any
information requested by the Controlling Note Holder as may be necessary in the reasonable judgment of the Controlling Note Holder in
order to make a judgment, then upon the expiration of such ten (10) Business Day period, such Major Decision shall be deemed to have been
approved by the Controlling Note Holder.


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


No objection, consent, direction
or advice contemplated by the preceding paragraphs may require or cause the Master Servicer or the Special Servicer, as applicable, to
(i) violate any provision of the Mortgage Loan Documents, applicable law, the Lead Securitization Servicing Agreement, this Agreement,
the REMIC provisions of the Code or the Master Servicer or Special Servicer’s obligation to act in accordance with the Servicing
Standard, (ii) result in the imposition of a tax on any REMIC trust under the REMIC Provisions or cause any REMIC pool to fail to qualify
as a REMIC or cause the grantor trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal
income tax purposes, (iii) expose the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the
Depositor, the Asset Representations Reviewer, the Trust Fund or the Trustee or any of their respective Affiliates, officers, directors,
shareholders, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement or the Lead Securitization
Servicing Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, (iv)
materially expand the scope of responsibilities of any of the Master Servicer, the Special Servicer, the Certificate Administrator, the
Asset Representations Reviewer, the Trustee or the Operating Advisor, as applicable, under this Agreement or the Lead Securitization Servicing
Agreement


Section 7.   Appointment of Special
Servicer. Subject to the conditions and requirements set forth in the Lead Securitization Servicing Agreement, the Controlling Note
Holder (or its Controlling Note Holder Representative) shall have the right at any time and from time to time, with or without cause,
to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a replacement Special Servicer that satisfies
the Required Special Servicer Rating Requirements in lieu thereof. Any designation by the Controlling Note Holder (or its Controlling
Note Holder Representative) of a Person to serve as Special Servicer shall be made by delivering to the Non-Controlling Note Holder, the
Master Servicer, the then existing Special Servicer and other parties to the Lead Securitization Servicing Agreement a written notice
stating such designation and satisfying the other conditions to such replacement as set forth in the Lead Securitization Servicing Agreement
(including, without limitation, a Rating Agency Confirmation, but only if required by the terms of the Lead Securitization Servicing Agreement),
and delivering to the Non-Controlling Note Holder a Rating Agency Confirmation with respect to any rated securities issued and outstanding
under the related Securitization, if applicable. The Controlling Note Holder shall be solely responsible for any expenses incurred in




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connection with any such replacement without
cause. The Controlling Note Holder shall notify the other parties hereto of its termination of the then currently serving Special Servicer
and its appointment of a replacement Special Servicer in accordance with this Section 7. If the Controlling Note Holder has not
appointed a Special Servicer with respect to the Mortgage Loan as of the consummation of the securitization under the Lead Securitization
Servicing Agreement, then the initial Special Servicer designated in the Lead Securitization Servicing Agreement shall serve as the initial
Special Servicer but this shall not limit the right of the Controlling Note Holder (or its Controlling Note Holder Representative) to
designate a replacement Special Servicer for the Mortgage Loan as aforesaid. If a Servicer Termination Event on the part of the Special
Servicer has occurred that affects the Non-Controlling Note Holder, the Non-Controlling Note Holder shall have the right to direct the
Trustee (or at any time that the Mortgage Loan is no longer included in a Securitization Trust, the Controlling Note Holder) to terminate
the Special Servicer under the Lead Securitization Servicing Agreement solely with respect to the Mortgage Loan pursuant to and in accordance
with the terms of the Lead Securitization Servicing Agreement. The Note Holders acknowledge and agree that any successor special servicer
appointed to replace the Special Servicer with respect to the Mortgage Loan that was terminated for cause at the Non-Controlling Note
Holder’s direction cannot at any time be the person (or an Affiliate thereof) that was so terminated without the prior written consent
of such Non-Controlling Note Holder. If the Non-Controlling Note Holder directs the Trustee (or at any time that the Mortgage Loan is
no longer included in a Securitization Trust, the Controlling Note Holder) to terminate the Special Servicer, the Non-Controlling Note
Holder shall be solely responsible for reimbursing the Trustee’s or the Controlling Note Holder’s, as applicable, costs and
expenses, if not paid within a reasonable time by the terminated special servicer and, in the case of the Trustee, that would otherwise
be reimbursed to the Trustee from amounts on deposit in the Collection Account under the Lead Securitization Servicing Agreement.


Section 8.   Payment
Procedure.


(a)       The
Lead Securitization Note Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the
Lead Securitization Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection
Account and/or Companion Distribution Account pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead
Securitization Note Holder (or the Master Servicer acting on its behalf) shall deposit such amounts to the applicable account within two
Business Days after receipt by it of properly identified funds by the Lead Securitization Note Holder (or the Master Servicer acting on
its behalf) from or on behalf of the Mortgage Loan Borrower.


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




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thereof that the Lead Securitization Note
Holder shall have theretofore distributed to the Non-Lead Securitization Note Holder, together with interest thereon at such rate, if
any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower, Master Servicer, Special Servicer
or such other Person with respect thereto.


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


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


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


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


Section 10.   Bankruptcy. Subject
to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization Note Holder has the right to institute,
file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise
invoke or cause any other Person to invoke an




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Insolvency Proceeding with respect to
or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar
official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation
of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not the
Non-Lead Securitization Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation,
notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any
other Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead
Securitization Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any
and all rights and taking any and all actions available to the Non-Lead Securitization Note Holder in connection with any case by or against
the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to
file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with
respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan.
The Non-Lead Securitization Note Holder hereby agrees that, upon the request of the Lead Securitization Note Holder, such Non-Lead Securitization
Note Holder shall execute, acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances
and instruments as the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing
appointment and grant. All actions taken by any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance
with the Servicing Standard.


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


Section 12.   No Creation of a
Partnership or Exclusive Purchase Right. Nothing contained in this Agreement, and no action taken pursuant hereto shall be deemed
to




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constitute the relationship created hereby
between the Note Holders as a partnership, association, joint venture or other entity. The Lead Securitization Note Holder shall have
no obligation whatsoever to offer to the Non-Lead Securitization Note Holder the opportunity to purchase a participation interest in any
future loans originated by the Lead Securitization Note Holder or its Affiliates and if the Lead Securitization Note Holder chooses to
offer to the Non-Lead Securitization Note Holder the opportunity to purchase a participation interest in any future mortgage loans originated
by the Lead Securitization Note Holder or its Affiliates, such offer shall be at such purchase price and interest rate as the Lead Securitization
Note Holder chooses, in its sole and absolute discretion. The Non-Lead Securitization Note Holder shall have no obligation whatsoever
to purchase from the Lead Securitization Note Holder a participation interest in any future loans originated by the Lead Securitization
Note Holder or its Affiliates.


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


Section 14.   Sale
of the Notes.


(a)       Except
as contemplated by the second following sentence, each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate,
hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (a “Transfer”)
except to a Qualified Institutional Lender. Promptly after the Transfer, each non-transferring Note Holder shall be provided with (x) a
representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except
in the case of a Transfer in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption
agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to
an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and
(b) if such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation from each
Rating Agency then rating the securities of such Securitization Trust. Notwithstanding the foregoing, without each non-transferring Note
Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held
in a Securitization Trust, until a Rating Agency Confirmation is obtained, no Note Holder shall Transfer all or any portion of its Note
(or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer
shall be absolutely null and void and shall vest no rights in the purported transferee. The transferring Note Holder agrees that it shall
pay the expenses of each non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee
and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Confirmation
in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to




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obtain the consent of the other Note Holders
or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial
interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together,
in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer,
in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property,
upon the Mortgage Loan becoming a Defaulted Loan to a single member limited liability or limited partnership, 100% of the equity interest
in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the
Lead Securitization Trust.


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


(c)       Notwithstanding
any other provision hereof, each Note Holder may pledge (a “Pledge”) its Note to any entity (other than the Mortgage
Loan Borrower or any Affiliate thereof) which has extended a credit facility to such Note Holder and that is either a Qualified Institutional
Lender or a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each
applicable Rating Agency (or, if not rated by an applicable Rating Agency, an equivalent or higher rating from any two of Fitch, Moody’s
and S&P) (a “Note Pledgee”), on terms and conditions set forth in this Section 14(c), it being further agreed that
a financing provided by a Note Pledgee to a Note Holder or any person which Controls such Note that is secured by its Note and is structured
as a repurchase arrangement, shall qualify as a “Pledge” hereunder, provided that a Note Pledgee that is not a Qualified Institutional
Lender may not take title to the pledged Note without a Rating Agency Confirmation. Upon written notice by the applicable Note Holder
to any other Note Holder and any Servicer that a Pledge has been effected (including the name and address of the applicable Note Pledgee),
each other Note Holder agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give Note Pledgee written notice of
any default by the pledging Note Holder in respect of its obligations under this Agreement of which default such Note Holder has actual
knowledge; (ii) to allow such Note Pledgee a period of ten (10) days to cure a default by the pledging Note Holder in respect of its obligations
to any other Note Holder hereunder, but such Note Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification,
waiver or termination of this Agreement shall be effective against such Note Pledgee without the written consent of such Note Pledgee,
which consent shall not be unreasonably withheld, conditioned or delayed; (iv) that such other Note Holder shall give to such Note Pledgee
copies of any notice of default under this Agreement simultaneously with the giving of same to the pledging Note Holder; (v) that such
other Note Holder shall deliver to Note Pledgee such estoppel certificate(s) as Note Pledgee shall reasonably request, provided that any
such certificate(s) shall be in a form reasonably satisfactory to such other Note Holder; and (vi) that, upon written notice (a “Redirection
Notice”) to the other Note Holders and any




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Servicer by such Note Pledgee that the
pledging Note Holder is in default, beyond any applicable cure periods, under the pledging Note Holder’s obligations to such Note
Pledgee pursuant to the applicable credit agreement between the pledging Note Holder and such Note Pledgee (which notice need not be joined
in or confirmed by the pledging Note Holder), and until such Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee
shall be entitled to receive any payments that such other Note Holders or Servicer would otherwise be obligated to pay to the pledging
Note Holder from time to time pursuant to this Agreement or the Lead Securitization Servicing Agreement. Any pledging Note Holder hereby
unconditionally and absolutely releases the other Note Holders and any Servicer from any liability to the pledging Note Holder on account
of such other Note Holder’s or Servicer’s compliance with any Redirection Notice believed by any Servicer or such other Note
Holder to have been delivered by a Note Pledgee. A Note Pledgee shall be permitted to exercise fully its rights and remedies against the
pledging Note Holder to such Note Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with
applicable law and this Agreement. In such event, the Note Holders and any Servicer shall recognize such Note Pledgee (and any transferee
other than the Mortgage Loan Borrower or any Affiliate thereof which is also a Qualified Institutional Lender at any foreclosure or similar
sale held by such Note Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, as the successor to the pledging
Note Holder’s rights, remedies and obligations under this Agreement, and any such Note Pledgee or Qualified Institutional Lender
shall assume in writing the obligations of the pledging Note Holder hereunder accruing from and after such Transfer (i.e., realization
upon the collateral by such Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The rights of a Note Pledgee
under this Section 14(c) shall remain effective as to each Note Holder (and any Servicer) unless and until such Note Pledgee shall
have notified any such Note Holder (and any Servicer, as applicable) in writing that its interest in the pledged Note has terminated.


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


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


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


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


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




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Conduit, and the Conduit will assign
the pledge of such Note Holder’s Note to the Conduit Credit Enhancer; and


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


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


In connection with any Transfer
of a Note (but excluding any Pledgee unless and until it realizes on its Pledge), a transferee shall execute an assignment and assumption
agreement (unless the transferee is a Securitization Trust and the related pooling and servicing agreement requires the parties
thereto to comply with this Agreement), whereby such transferee assumes all of the obligations of the applicable Note Holder hereunder
with respect to such Note thereafter accruing and agrees to be bound by the terms of this Agreement, including the applicable restriction
on Transfers set forth in Section 14, from and after the date of such assignment. No transfer of a Note may be made unless
it is registered on the Note Register, and the Agent shall not recognize any attempted or purported transfer of any Note in violation
of the provisions of Section 14 and this Section 15. Any such purported transfer shall be absolutely null and
void and shall vest no rights in the purported transferee. Each Note Holder desiring to effect such transfer shall, and does hereby agree
to, indemnify the Agent and the other Note Holders against any liability that may result if the transfer is not made in accordance with
the provisions of this Agreement.


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




    -41-


     


    

ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.


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


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


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


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


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


Section 18.   Modifications.
This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by each Note Holder. Additionally,
for as long as any Note is contained in a Securitization Trust, the Note Holders shall not amend or modify this Agreement without first
obtaining a Rating Agency Confirmation from each Rating Agency then rating any securities of any Securitization; provided that
no such Rating Agency Confirmation shall be required in connection with a modification (i) to cure any ambiguity, to correct or supplement
any provisions herein that may be defective or inconsistent with any other provisions herein or with the Lead Securitization Servicing
Agreement, or (ii) to make other provisions with respect to matters or questions arising under this Agreement consistent with the provisions
of this Agreement.


Section 19.   Successors and Assigns;
Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective
successors and assigns. Except as provided herein, including without limitation, with respect to the Trustee, Certificate Administrator,
Master Servicer and Special Servicer and the




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


Section 20.   Counterparts.
This Agreement may be executed in any number of counterparts and all of such counterparts shall together constitute one and the same instrument.
Delivery of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by facsimile transmission
shall be effective as delivery of a manually executed original counterpart of this Agreement.


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


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


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


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


(b)       The
Non-Lead Securitization Note Holder shall and hereby agrees to indemnify the Lead Securitization Note Holder against and hold the Lead
Securitization Note Holder harmless from and against any Taxes, interest, penalties and attorneys’ fees and disbursements arising
or resulting from any failure of the Lead Securitization Note Holder to withhold Taxes from payment made to the Non-Lead Securitization
Note Holder in reliance upon any representation, certificate, statement, document or instrument made or provided by




    -43-


     


    

the Non-Lead Securitization Note Holder
to the Lead Securitization Note Holder in connection with the obligation of the Lead Securitization Note Holder to withhold Taxes from
payments made to the Non-Lead Securitization Note Holder, it being expressly understood and agreed that (i) the Lead Securitization
Note Holder shall be absolutely and unconditionally entitled to accept any such representation, certificate, statement, document or instrument
as being true and correct in all respects and to fully rely thereon without any obligation or responsibility to investigate or to make
any inquiries with respect to the accuracy, veracity, correctness or validity of the same and (ii) the Non-Lead Securitization Note Holder,
upon request of the Lead Securitization Note Holder and at its sole cost and expense, shall defend any claim or action relating to the
foregoing indemnification using counsel selected by the Lead Securitization Note Holder.


(c)       The
Non-Lead Securitization Note Holder represents to the Lead Securitization Note Holder (for the benefit of the Mortgage Loan Borrower)
that it is not a Non-Exempt Person and that neither the Lead Securitization Note Holder nor the Mortgage Loan Borrower is obligated under
applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise pursuant to this Agreement. Contemporaneously
with the execution of this Agreement and from time to time as necessary during the term of this Agreement, the Non-Lead Securitization
Note Holder shall deliver to the Lead Securitization Note Holder or Servicer, as applicable, evidence satisfactory to the Lead Securitization
Note Holder substantiating that such Note Holder is not a Non-Exempt Person and that the Lead Securitization Note Holder is not obligated
under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise under this Agreement. Without
limiting the effect of the foregoing, (i) if the Non-Lead Securitization Note Holder is created or organized under the laws of the United
States, any state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the
Lead Securitization Note Holder an Internal Revenue Service Form W-9 and (ii) if the Non-Lead Securitization Note Holder is not created
or organized under the laws of the United States, any state thereof or the District of Columbia, and if the payment of interest or other
amounts by the Mortgage Loan Borrower is treated for United States income tax purposes as derived in whole or part from sources within
the United States, such Note Holder shall satisfy the requirements of the preceding sentence by furnishing to the Lead Securitization
Note Holder Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments) or Form W-8BEN, or successor forms, as may
be required from time to time, duly executed by such Note Holder, as evidence of such Note Holder’s exemption from the withholding
of United States tax with respect thereto. The Lead Securitization Note Holder shall not be obligated to make any payment hereunder with
respect to the Non-Lead Securitization Note or otherwise until the Non-Lead Securitization Note Holder shall have furnished to the Lead
Securitization Note Holder requested forms, certificates, statements or documents.


Section 25.   Custody of Mortgage
Loan Documents. Prior to the Lead Securitization, the originals of all of the Mortgage Loan Documents (other than Note A-2) shall
be held by the Initial Agent on behalf of the registered holders of the Notes. On and after the closing of the Lead Securitization, the
originals of all of the Mortgage Loan Documents (other than Note A-2) shall be held in the name of the Note A-1 Trustee (and held by a
duly appointed custodian therefor), in accordance with the terms of the Lead Securitization Servicing Agreement, on behalf of the registered
holders of the Notes. On and after the Note A-2




    -44-


     


    

Securitization Date, Note A-2 shall be
held in the name of the Note A-2 Trustee (and held by a duly appointed custodian therefor) under the Note A-2 PSA, on behalf of the Note
A-2 Holder.


Section 26.   Cooperation in Securitization.
Each Note Holder acknowledges that each Note Holder may elect, in its sole discretion, to include its Note in a Securitization. In connection
with a Securitization and subject to the terms of the preceding sentence, at the request of the related Securitizing Note Holder, each
Non-Securitizing Note Holder shall use reasonable efforts, at such Securitizing Note Holder’s expense, to satisfy, and to cooperate
with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing
Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such
Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents
and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to
the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect such Securitization; provided,
that each Non-Securitizing Note Holder shall not be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent
to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable
to, or the amount of any payments due to or priority of such payments to, such Non-Securitizing Note Holder or (ii) materially increase
such Non-Securitizing Note Holder’s obligations or materially decrease such Non-Securitizing Note Holder’s rights, remedies
or protections. In connection with any Securitization, each Non-Securitizing Note Holder shall provide for inclusion in any disclosure
document relating to such Securitization such information concerning such Non-Securitizing Note Holder and its Note as the related Securitizing
Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing Note Holder shall, at such Securitizing Note
Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder in connection with
such Securitization (including, without limitation, reasonably cooperating with such Securitizing Note Holder (without any obligation
to make additional representations and warranties) to enable such Securitizing Note Holder to make all necessary certifications and deliver
all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such Securitization), as
well as in connection with all other matters and the preparation of any offering documents thereof and to review and respond reasonably
promptly with respect to any information relating to such Note Holder and its Note in any Securitization document. Each Note Holder acknowledges
that in connection with any Securitization, the information provided by it in its capacity as the Non-Securitizing Note Holder to the
related Securitizing Note Holder may be incorporated into the offering documents for such Securitization. Each Securitizing Note Holder
and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Note Holder.


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




    -45-


     


    

Section 27.   Notices. All
notices required hereunder shall be given by (i)  facsimile transmission (during business hours) if the sender on the same day sends
a confirming copy of such notice by reputable overnight delivery service (charges prepaid), (ii) reputable overnight delivery service
(charges prepaid) or (iii) certified United States mail, postage prepaid return receipt requested, and addressed to the respective
parties at their addresses set forth on Exhibit B hereto, or at such other address as any party shall hereafter inform the other
party by written notice given as aforesaid. All written notices so given shall be deemed effective upon receipt.


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


Section 29.   Certain
Matters Affecting the Agent.


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


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


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


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


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


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


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


Section 30.   Reserved.


Section 31.   Resignation of Agent.
The Agent may resign at any time on ten (10) days’ prior notice, so long as a successor Agent, reasonably satisfactory to the Note
Holders (it being agreed that a Servicer, the Trustee or a Certificate Administrator in a




    -46-


     


    

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


Section 32.   Resizing. Notwithstanding
any other provision of this Agreement, for so long as Barclays or an affiliate (an “Original Entity”) is the owner
of the Non-Lead Securitization Note (the “Owned Note”), such Original Entity shall have the right, subject to the terms
of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in either
case, “New Notes”) reallocating the principal of the Owned Note to such New Notes; or severing the Owned Note into
one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of
the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is no greater
than the aggregate principal balance of the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted average
interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis and such reallocated or component
notes shall be automatically subject to the terms of this Agreement, (iv) the Original Entity holding the New Notes shall notify the Lead
Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such
modified allocations and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard.
If the Lead Securitization Note Holder so requests, the Original Entity holding the New Notes (and any subsequent holder of such Notes)
shall execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing
reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note
may be modified or amended without the consent of its holder and the consent of the holder of each other Note. In connection with the
foregoing (provided the conditions set forth in (i) through (v) above are satisfied, with respect to (i) through (iv), as certified by
the Original Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute
amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the
purpose of reflecting such reallocation of principal. If more than one New Note is created hereunder, for purposes of exercising the rights
of the Non-Controlling Note Holder hereunder, the “Non-Controlling Note Holder” of such New Notes shall be as provided in
the definition of such term in this Agreement.


 


 


[Signature Page Follows]




    -47-


     


    

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



 





 


	 	BARCLAYS CAPITAL REAL ESTATE INC.,
as Initial Agent and Initial Note A-1 Holder and Initial Note A-2 Holder
	 	 
	 	 By:  	/s/ Dan Schmidt
	 	 	Name:  	Dan Schmidt
	 	 	Title: 	Vice President
	 	 	 	 


 






 




    [Signature Page to 356-362 E 148th Street CLA]


     


    

EXHIBIT A


MORTGAGE LOAN SCHEDULE


Description of Mortgage Loan


	Mortgage Loan Borrower:	CSB Courtland LLC and CSB Lessee LLC
	Date of Mortgage Loan:	July 22, 2021
	Date of Notes:	July 22, 2021
	Original Principal Amount of Mortgage Loan:	$38,000,000.00
	Principal Amount of Mortgage Loan as of the date hereof:	$38,000,000.00
	Initial Note A-1 Principal Balance:	$24,000,000
	Initial Note A-2 Principal Balance:	$14,000,000
	Location of Mortgaged Property:	356-362 East 148th Street, Bronx, NY 10455
	Initial Maturity Date:	August 6, 2031


 


 




     

     


    

EXHIBIT B


1.       Initial Note A-1
Holder:


 


Barclays Capital Real Estate Inc.

745 Seventh Avenue


New York, New York 10019

Attention: Sabrina J. Khabie






2.       Initial Note A-2
Holder:


 


Barclays Capital Real Estate Inc.

745 Seventh Avenue


New York, New York 10019

Attention: Sabrina J. Khabie




     

     


    

 


EXHIBIT C



PERMITTED FUND MANAGERS


 


		1.	AllianceBernstein



		2.	Annaly Capital Management



		3.	Apollo Real Estate Advisors



		4.	Archon Capital, L.P.



		5.	AREA Property Partners



		6.	Artemis Real Estate Partners



		7.	BlackRock, Inc.



		8.	Clarion Partners



		9.	Colony Capital, LLC



		10.	DLJ Real Estate Capital Partners



		11.	Dune Real Estate Partners



		12.	Eightfold Real Estate Capital, L.P.



		13.	Five Mile Capital Partners



		14.	Fortress Investment Group, LLC



		15.	Garrison Investment Group



		16.	H/2 Capital Partners LLC



		17.	Hudson Advisors



		18.	Investcorp International



		19.	iStar Financial Inc.



		20.	J.P. Morgan Investment Management Inc.



		21.	JER Partners



		22.	Lend-Lease Real Estate Investments



		23.	Libermax Capital LLC



		24.	LoanCore Capital



		25.	Lone Star Funds



		26.	Lowe Enterprises



		27.	Normandy Real Estate Partners



		28.	Och-Ziff Capital Management Group



		29.	Praedium Group



		30.	Raith Capital Partners, LLC



		31.	Rialto Capital Management LLC



		32.	Rialto Capital Partners, LLC



		33.	Rockwood



		34.	RREEF Funds



		35.	Square Mile Capital Management



		36.	The Blackstone Group



		37.	The Carlyle Group



		38.	Torchlight Investors



		39.	Walton Street Capital, L.L.C.



		40.	Westbrook Partners



		41.	Wheelock Street Capital



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