Exhibit
4.9


 EXECUTION
VERSION


AGREEMENT BETWEEN NOTE HOLDERS






Dated as of August 11, 2021





by and between






MORGAN STANLEY BANK, N.A.,

(Initial Note A-1 Holder)


MORGAN STANLEY BANK, N.A.

(Initial Note A-2 Holder)


and


MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC

(Initial Agent)


Newport Pavilion


 


 




    	 



    	 



    

TABLE OF CONTENTS


Page





	Section 1.	Definitions.	1
	Section 2.	Servicing of the Mortgage Loan.	13
	Section 3.	Priority of Payments.	19
	Section 4.	Workout.	21
	Section 5.	Administration of the Mortgage Loan.	21
	Section 6.	Note Holder Representatives.	25
	Section 7.	Appointment of Special Servicer.	27
	Section 8.	Payment Procedure.	28
	Section 9.	Limitation on Liability of the Note Holders.	29
	Section 10.	Bankruptcy.	29
	Section 11.	Representations of the Note Holders.	30
	Section 12.	No Creation of a Partnership or Exclusive Purchase Right.	30
	Section 13.	Other Business Activities of the Note Holders.	30
	Section 14.	Sale of the Notes.	31
	Section 15.	Registration of the Notes and Each Note Holder.	33
	Section 16.	Governing Law; Waiver of Jury Trial.	34
	Section 17.	Submission To Jurisdiction; Waivers.	34
	Section 18.	Modifications.	35
	Section 19.	Successors and Assigns; Third Party Beneficiaries.	35
	Section 20.	Counterparts.	35
	Section 21.	Captions.	35
	Section 22.	Severability.	36
	Section 23.	Entire Agreement.	36
	Section 24.	Withholding Taxes.	36
	Section 25.	Custody of Mortgage Loan Documents.	37
	Section 26.	Cooperation in Securitization.	37
	Section 27.	Notices.	38
	Section 28.	Broker.	38
	Section 29.	Certain Matters Affecting the Agent.	39
	Section 30.	Reserved.	39
	Section 31.	Resignation of Agent.	39
	Section 32.	Resizing.	40



 


 




    -i- 


     


    

This AGREEMENT BETWEEN NOTE
HOLDERS (this “Agreement”), dated as of August 11, 2021 by and between MORGAN STANLEY BANK, N.A. (“MSBNA”
and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 described below, the “Initial
Note A-1 Holder”), MSBNA (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2
described below, the “Initial Note A-2 Holder”; the Initial Note A-1 Holder and the Initial Note A-2
Holder are referred to collectively herein as the “Initial Note Holders”) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS
LLC (“MSMCH” and, in its capacity as initial agent, the “Initial Agent”).


W I T N E S S E T H:


WHEREAS, pursuant to the
Mortgage Loan Agreement (as defined herein), MSBNA originated a certain loan (the “Mortgage Loan”) described on the
schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to the mortgage loan borrowers described on the
Mortgage Loan Schedule (collectively, the “Mortgage Loan Borrower”), which is evidenced, inter alia, by (i) a
promissory note in the original principal amount of $30,000,000 (as amended, modified, consolidated, or supplemented, “Note A-1”)
and (ii) a promissory note in the original principal amount of $21,590,000 (as amended, modified, consolidated, or supplemented,
“Note A-2” and, together with Note A-1, the “Notes”);


WHEREAS, each of the Notes
is 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”);


WHEREAS, each Initial Note
Holder desires to enter into this Agreement to memorialize the terms under which it, and its 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 thereto (or to any analogous
term) 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.


“Acceptable Insurance
Default” shall have the meaning set forth in the Lead Securitization Servicing Agreement.


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


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




      


     


    

“Agent”
shall mean the Initial Agent or such Person to whom the Initial Agent shall delegate its duties hereunder, and on and after the Note A-1
Securitization Date shall mean the Master Servicer.


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


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


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


“Asset Representations
Reviewer” shall mean the asset representations reviewer appointed as provided in the Lead Securitization Servicing Agreement.


“Asset Review”
shall mean any review of representations and warranties conducted by a 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.


“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”
shall mean any certificate issued pursuant to a Securitization.


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


“Certificateholder”
shall mean any holder of a Certificate issued pursuant to a Securitization, to the extent provided under the terms of the related Securitization
Servicing Agreement.


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


“Commission”
shall mean the Securities and Exchange Commission.


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




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


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


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


“Controlling Note”
shall mean Note A-1.


“Controlling Note
Holder” shall mean the holder of the Controlling Note; provided that at any time the Controlling Note is included in
a Securitization, references to the “Controlling Note Holder” herein shall mean the holders of the majority of the class of
securities issued in such Securitization designated as the “controlling class” or any other party that is assigned the rights
to exercise the rights of the “Controlling Note Holder” hereunder, as and to the extent provided in the related Securitization
Servicing Agreement; provided that for so long as 50% or more of the Controlling Note is held by (or the party assigned the rights
to exercise the rights of the “Controlling Note Holder” (as described above) is) the Mortgage Loan Borrower or an Affiliate
of the Mortgage Loan Borrower, the Controlling Note (and such party assigned the rights to exercise the rights of the “Controlling
Note Holder” as described above) 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 related 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 Morningstar”
shall mean DBRS, Inc., and its successors in interest.


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


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


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


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




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


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


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


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


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


“Lead Securitization”
shall mean the Note A-1 Securitization.


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




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“Lead Securitization
Directing Certificateholder” shall mean the “Directing Certificateholder” as defined in the Lead Securitization
Servicing Agreement.


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


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


“Lead Securitization
Servicing Agreement” shall mean the pooling and servicing agreement entered into in connection with the Note A-1 Securitization;
provided, that during any period that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing
Agreement, the “Lead Securitization Servicing Agreement” shall be determined in accordance with the second paragraph of Section
2(a).


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


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


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


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


“Moody’s”
shall mean Moody’s Investors Service, Inc., 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 June 16, 2021, between MSBNA, as lender, and the Mortgage Loan Borrower, as the same may be
further amended, restated, supplemented or otherwise modified from time to time, subject to the terms hereof.


“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 and securing the Mortgage Loan.




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“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.


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


“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 any holder of a Non-Controlling Note; provided that at any time such holder’s respective Note
is included in a Securitization, references to such “Non-Controlling Note Holder” herein shall mean the “Directing Certificateholder”
under the related Non-Lead Securitization Servicing Agreement or any other party assigned the rights to exercise the rights of such “Non-Controlling
Note Holder” hereunder, as and to the extent provided in the related Non-Lead Securitization Servicing Agreement and as to the identity
of which the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer) has been given written notice; provided
that for so long as 50% or more of any Non-Controlling Note is held by (or the majority “controlling class” holder or other
party assigned the rights to exercise the rights of such “Non-Controlling Note Holder” (as described above) is) the Mortgage
Loan Borrower or an Affiliate of the Mortgage Loan Borrower, such Non-Controlling Note (and the majority “controlling class”
holder or other party assigned the rights to exercise the rights of such “Non-Controlling Note Holder” as described above)
shall not be entitled to exercise any rights of such Non-Controlling Note Holder, and there shall be deemed to be no Non-Controlling Note
Holder hereunder with respect to such Non-Controlling Note. The Lead Securitization Note Holder (or the Master Servicer or the Special
Servicer acting on its behalf) shall not be required at any time to deal with more than one party 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 Non-Lead Securitization Servicing Agreement assigns such rights to more than one party or (y) to the extent any Note
is split into two or more New Notes pursuant to Section 32, for purposes of this Agreement, the applicable Non-Lead Securitization
Servicing Agreement or the holders of each such New Note 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 (and the Master Servicer and the Special Servicer acting on its behalf); provided that, in the absence of such designation
and notice, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be entitled
to treat the last party as to which it has received written notice as having been designated as a Non-Controlling Note Holder, as a Non-Controlling
Note Holder under this Agreement. If a Non-Controlling Note is included in a Securitization, the related Non-Lead 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.




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


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


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


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


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


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


“Non-Lead Securitization
Note” shall mean any Note (other than a Lead Securitization Note), including any New Note designated as a “Non-Lead Securitization
Note” hereunder pursuant to Section 32.


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


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


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


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


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


“Note A-1”
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.




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


“Note Holder”
shall mean the holder of a Note.


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


“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 and shall include any New Notes created pursuant to Section 32.


“Operating Advisor”
shall mean the operating advisor appointed as provided in 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(s) securitized pursuant to such Securitization Servicing Agreement.


“Percentage Interest”
shall mean, with respect to any Note Holder, a fraction, expressed as a percentage, the numerator of which is the Principal Balance of
the related Note and the denominator of which is the Principal Balance of the Mortgage Loan.


“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).


“Principal Balance”
shall mean, at any time of determination, (i) with respect to any Note, the initial principal balance thereof as set forth on the Mortgage
Loan Schedule, less any payments of principal thereon received by the related Note Holder or reductions in such amount




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pursuant to Section 3 or Section
4, as applicable, and (ii) with respect to the Mortgage Loan, the sum of the Principal Balances of the Notes.


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


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


(a)              
an entity Controlled by, under common Control with or that Controls any of the Initial Note Holders, or


(b)              
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




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


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




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


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


“Rating Agency Confirmation”
shall mean, with respect to any Securitization, a confirmation in writing (which may be in electronic form) by each of the applicable
Rating Agencies for such Securitization that the occurrence of the event with respect to which such Rating Agency Confirmation is sought
shall not result in a downgrade, qualification or withdrawal of the applicable rating or ratings ascribed by such Rating Agency to any
of the securities issued pursuant to such Securitization that are then outstanding. If no such securities are outstanding with respect
to any Securitization, any action that would otherwise require a Rating Agency Confirmation shall instead require the consent of the Controlling
Note Holder, which consent shall not be unreasonably withheld or delayed. For the purposes of this Agreement, if any Rating Agency shall
waive, decline or refuse to review or otherwise engage any request for Rating Agency Confirmation hereunder, such waiver, declination,
or refusal shall be deemed to eliminate, for such request only, the condition that a Rating Agency Confirmation by such Rating Agency
(only) be obtained for purposes of this Agreement, and any requirement hereunder to obtain a Rating Agency Confirmation from any Rating
Agency may be satisfied or deemed in the same manner that a Rating Agency Confirmation requirement may be satisfied or deemed satisfied
under the Lead Securitization Servicing Agreement. For purposes of clarity, any such waiver, declination or refusal to review or otherwise
engage in any request for a Rating Agency Confirmation hereunder shall not be deemed a waiver, declination or refusal to review or otherwise
engage in any subsequent request for a Rating Agency Confirmation hereunder and the condition for Rating Agency Confirmation pursuant
to this Agreement for any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise
engage in such prior request.


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


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


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




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“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 DBRS Morningstar, 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 Morningstar within the twelve (12) month period prior to the date of
determination, and DBRS Morningstar has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities
or placed any class of commercial mortgage securities on watch 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 (v) in the case of KBRA, KBRA has not cited servicing concerns of such special servicer as the
sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation
of a ratings downgrade or withdrawal) of securities in a transaction serviced by such special servicer prior to the time of determination.


“S&P”
shall mean S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC, 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 sale by a Note Holder of all or a portion of its Note to a depositor who will in turn include such Note (or portion thereof)
as part of the securitization of one or more mortgage loans.


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


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


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


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




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“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 applicable special servicer with respect to the Mortgage Loan appointed as provided in the Lead Securitization Servicing
Agreement.


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


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


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


“U.S. Person”
shall mean a citizen or resident of the United States, a corporation or partnership (except to the extent provided in applicable Treasury
Regulations) created or organized in or under the laws of the United States, any State thereof or the District of Columbia, including
any entity treated as a corporation or partnership for federal income tax purposes, or an estate whose income is subject to United States
federal income tax regardless of its source, or a trust if a court within the United States is able to exercise primary supervision over
the 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 Lead 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(s) if such principal or interest is not paid by the Mortgage
Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance premiums and other expenses related to the maintenance
of the Mortgaged Property and maintenance and enforcement of the lien of the Mortgage thereon, subject to the terms of the Lead Securitization
Servicing Agreement; provided, further, that, when appointed, the Special Servicer has the




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required Special Servicer Rating from each
Rating Agency then rating a Securitization. Each Note Holder acknowledges that any other Note Holder may elect, in its sole discretion,
to include its Note in a Securitization and agrees that it will, subject to Section 26, 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 such Note Holder set forth herein and in the Lead Securitization Servicing Agreement). The Lead Securitization Servicing
Agreement shall not limit the Servicer in enforcing the rights of one Note Holder against any other Note Holder as may be required in
order to service the Mortgage Loan as contemplated by this Agreement and the Lead Securitization Servicing Agreement; provided,
that it is also understood and agreed that nothing in this sentence shall be construed to otherwise limit the rights of one Note Holder
with respect to any other Note Holder. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement (i) to
service the Mortgage Loan in accordance with the Servicing Standard, the terms of the Mortgage Loan Documents, the Lead Securitization
Servicing Agreement and applicable law, (ii) to provide information to each servicer under each Non-Lead Securitization Servicing Agreement
necessary to enable each such servicer to perform its servicing duties under such Non-Lead Securitization Servicing Agreement, and (iii)
to not take any action or refrain from taking any action or follow any direction inconsistent with the foregoing.


At any time that the Mortgage
Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Note Holders agree to cause the Mortgage
Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note Holders, pursuant to a servicing agreement
that has servicing terms substantially similar to the Lead Securitization Servicing Agreement and all references herein to the “Lead
Securitization Servicing Agreement” shall mean such subsequent servicing agreement; provided, that if a Non-Lead Securitization
Note is in a Securitization and the servicer(s) to be appointed under such replacement servicing agreement would not otherwise meet the
conditions to be a servicer under the Lead Securitization Servicing Agreement that is being replaced, then a Rating Agency Confirmation
shall have been obtained from each Rating Agency; provided, further, that if any special servicer under such replacement
servicing agreement does not have a rating from a Rating Agency that is the Required Special Servicer Rating, then a Rating Agency Confirmation
shall have been obtained from such Rating Agency; 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 being replaced or by any Person appointed by the Lead Securitization Note Holder that is a qualified servicer
meeting the requirements of the Lead Securitization Servicing Agreement (and, in the case of an appointed special servicer, that has the




    -14- 


     


    

Required Special Servicer Rating from each
Rating Agency then rating securities of a Non-Lead Securitization). The Note Holders acknowledge that at any time that the Mortgage Loan
is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Master Servicer shall have no further obligation
to make P&I Advances with respect to the Mortgage Loan.


(b)              
The Master Servicer shall be the lead master servicer on the Mortgage Loan, and from time to time it (or the Trustee or the Special
Servicer, 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(s). 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 (or analogous term, in each case, as defined in
the Lead Securitization Servicing Agreement) and/or the related Companion Distribution Account (or analogous term, in each case, as defined
in the Lead Securitization Servicing Agreement) for the Mortgage Loan that (in any case) represent amounts received on or in respect of
the Mortgage Loan, and then, in the case of Servicing Advances that are Nonrecoverable Advances, if such funds on deposit in the
Collection Account and Companion Distribution Account are insufficient, from general collections of the Lead Securitization as provided
in the Lead Securitization Servicing Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled
to reimbursement for interest on a Servicing Advance (including any Nonrecoverable Advance) at the Reimbursement Rate in the manner and
from the sources provided in the Lead Securitization Servicing Agreement, including from general collections of the Lead Securitization.
Notwithstanding the foregoing, to the extent the Master Servicer, the Special Servicer or the Trustee, as applicable, obtains funds from
general collections of the Lead Securitization as a reimbursement for a Servicing Advance that is a Nonrecoverable Advance or any interest
on a Servicing Advance (including any Nonrecoverable Advance) at the Reimbursement Rate, each Non-Lead Securitization Note Holder (including
any Securitization Trust into which such Non-Lead Securitization Note is deposited) shall be required to, promptly following notice from
the Master Servicer, reimburse the Lead Securitization for its pro rata share of such Nonrecoverable Advance or interest thereon
at the Reimbursement Rate.


In addition, any Non-Lead
Securitization Note Holder (including, but not limited to, any Securitization Trust into which such Non-Lead Securitization Note is deposited)
shall be required to, promptly following notice from the Master Servicer or the Special Servicer, pay or reimburse the Lead Securitization
for such Non-Lead Securitization Note Holder’s pro rata share of any fees, costs or expenses incurred in connection with
the servicing and administration of the Mortgage Loan as to which the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee, the Operating Advisor, the Depositor or CREFC®, as applicable, is entitled to be reimbursed pursuant to the
Lead Securitization Servicing Agreement, to the extent amounts on deposit in the related Companion Distribution Account and, to the extent
of funds related to the Mortgage Loan, the Collection Account, are insufficient for reimbursement of such amounts. Each Non-Lead Securitization
Note Holder agrees to indemnify (as and to the same extent the Lead Securitization Trust is required to indemnify each of the following
parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of the Lead Securitization Servicing
Agreement) each of the Depositor, the Master Servicer, the Special




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Servicer, the Certificate Administrator,
the Trustee and the Operating Advisor (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 related Companion Distribution Account and, to the extent of funds related to the Mortgage
Loan, the Collection Account, are insufficient for reimbursement of such amounts, each Non-Lead Securitization Note Holder shall be required
to, promptly following notice from the Master Servicer, the Special Servicer or the Trustee, reimburse each of the applicable Indemnified
Parties for its pro rata share of the insufficiency.


Any Non-Lead Master
Servicer (or Non-Lead Trustee (if not made by such Non-Lead Master Servicer)) may be required to make P&I Advances on the respective
Non-Lead Securitization Note, from time to time, subject to the terms of the related Non-Lead Securitization Servicing Agreement, the
Lead Securitization Servicing Agreement and this Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable,
shall be entitled to make their own recoverability determination with respect to a P&I Advance to be made on the Lead Securitization
Note(s) based on the information that they have on hand and in accordance with the Lead Securitization Servicing Agreement. Any Non-Lead
Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee under any Non-Lead Securitization Servicing Agreement, as applicable, shall
be entitled to make its own recoverability determination with respect to a P&I Advance to be made on the related Non-Lead Securitization
Note based on the information that they have on hand and in accordance with the related Non-Lead Securitization Servicing Agreement. The
Master Servicer or the Trustee, as applicable, and any Non-Lead Master Servicer or Non-Lead Trustee, as applicable, shall each be required
to notify 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 a Lead Securitization Note) or a Non-Lead Master Servicer, Non-Lead Special
Servicer or Non-Lead Trustee, as applicable (with respect to a Non-Lead Securitization Note), determines that a proposed P&I Advance,
if made, would be non-recoverable or an outstanding P&I Advance is or would be non-recoverable, or if the Master Servicer, the Special
Servicer or the Trustee, as applicable, subsequently determines that a proposed Servicing Advance would be non-recoverable or an outstanding
Servicing Advance is or would be non-recoverable, then the Master Servicer or the Trustee (as provided in the Lead Securitization Servicing
Agreement, in the case of a determination of non-recoverability by the Master Servicer, the Special Servicer or the Trustee) or such Non-Lead
Master Servicer or Non-Lead Trustee (as provided in the related Non-Lead Securitization Servicing Agreement, in the case of a determination
of non-recoverability by a Non-Lead Master Servicer, a Non-Lead Special Servicer or a Non-Lead Trustee) shall notify the Master Servicer
and the Trustee, or the related Non-Lead Master Servicer and the related Non-Lead Trustee, as the case may be, of such other Securitization
within two Business Days of making such determination. Each of the Master Servicer and the Trustee, any Non-Lead Master Servicer and any
Non-Lead Trustee, as applicable, shall only be entitled to reimbursement for a P&I Advance that becomes non-recoverable first
from the related Companion Distribution




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Account from amounts allocable to the Note
for which such P&I Advance was made, and then, if such funds are insufficient, (i) in the case of the Lead Securitization Note(s),
from general collections of the Lead Securitization Trust, pursuant to the terms of the Lead Securitization Servicing Agreement and (ii)
in the case of a Non-Lead Securitization Note, from general collections of the related Securitization Trust, as and to the extent provided
in the related Non-Lead Securitization Servicing Agreement.


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


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


(ii)           
each of the Indemnified Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required to indemnify
each of such Indemnified Parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of Lead Securitization
Servicing Agreement) by the Securitization Trust holding such Non-Lead Securitization Note, against any of the Indemnified Items to the
extent of its pro rata share of such Indemnified Items, and to the extent amounts on deposit in the related “Companion Distribution
Account” are insufficient for reimbursement of such




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amounts, the related Non-Lead Master
Servicer will be required to reimburse each of the applicable Indemnified Parties for its pro rata share of the insufficiency out
of general collections in the collection account (or equivalent account) established under such Non-Lead Securitization Servicing Agreement;


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


(d)              
If a Non-Lead Securitization Note becomes the subject of an Asset Review pursuant to the related Non-Lead Securitization Servicing
Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the Non-Lead Asset
Representations Reviewer or any other party to such Non-Lead Securitization Servicing Agreement in connection with such Asset Review by
providing the Non-Lead Asset Representations Reviewer or such other requesting party with any documents reasonably requested by the Non-Lead
Asset Representations Reviewer or such other requesting party, 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.


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




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when so delivered to such master servicer and
the special servicer, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall
be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement.


(f)               
In addition to the foregoing, each Non-Lead Securitization Servicing Agreement shall contain terms and conditions that are customary
for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (i) required by the Code relating
to the tax elections of the trust fund formed pursuant to such Non-Lead Securitization Servicing Agreement, (ii) required by law
or changes in any law, rule or regulation or (iii) requested by the Rating Agencies rating the related Securitization.  Each
Non-Lead Securitization Note Holder shall have the right to designate the Non-Lead Master Servicer and Non-Lead Special Servicer with
respect to the Securitization related to its Note.  Without limiting the generality of any provision set forth above, for purposes
of the Mortgage Loan, each Non-Lead Securitization Servicing Agreement shall contain provisions (x) requiring the related Non-Lead Master
Servicer and the related Non-Lead Special Servicer to maintain, or subjecting them to possible termination for not maintaining, compliance
with customary servicer rating criteria (but the rating agencies need not be the same) and (y) providing for indemnification of the Depositor,
Master Servicer, Special Servicer, Certificate Administrator, Trustee and Operating Advisor under the Lead Securitization Servicing Agreement
(and any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified as indemnified parties
in the Lead Securitization Servicing Agreement in respect of other mortgage loans) against any claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with servicing and
administration of the Mortgage Loan (or, with respect to the related operating advisor, incurred in connection with the provision of services
for the Mortgage Loan) to the same extent that the Indemnified Parties are indemnified under the Lead Securitization Servicing Agreement
against the Indemnified Items; provided, that (A) this statement shall not be construed to prohibit differences in timing, control
or consultation triggers or thresholds, terminology, allocation of ministerial duties between multiple servicers or other service providers
or certificateholder or investor voting or consent thresholds, or to prohibit or restrict additional approval, consent, consultation,
notice or rating agency confirmation requirements; and (B) if there is any conflict between this sentence and any other provision of this
Agreement, such other provision of this Agreement shall control. To the extent of any conflict between this Agreement and the Lead Securitization
Servicing Agreement, the terms of this Agreement shall control.


(g)              
The Lead Securitization Note Holder shall cause the Lead Securitization Servicing Agreement to contain provisions requiring the
Master Servicer to deliver to any Non-Lead Master Servicer, any Non-Lead Special Servicer and any Non-Lead Trustee (i) notice of any Appraisal
Event promptly following the occurrence thereof and (ii) a statement of any Appraisal Reduction promptly following the calculation thereof.


Section 3.               
Priority of Payments. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference
over any portion of any other Note or security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for
payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof,
whether received in the form of Scheduled Payments, the




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Balloon Payment, Liquidation Proceeds, proceeds
under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan, Condemnation Proceeds, or Insurance
Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released
to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents), 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 additional compensation payable to it thereunder
(including without limitation, any additional trust fund expenses under the Lead Securitization Servicing Agreement relating to the Mortgage
Loan (but subject to the second paragraph of Section 5(d) hereof) reimbursable to, or payable by, such parties and any Special
Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges (to the extent provided in the immediately following paragraph), but excluding
(i) any P&I Advances (and interest thereon) on the Lead Securitization Note(s), which shall be reimbursed in accordance with Section
2(b) hereof, and (ii) any Servicing Fees due to the Master Servicer in excess of each Non-Lead Securitization Note’s pro
rata share of that portion of such servicing fees calculated at the “primary servicing fee rate” applicable to the Mortgage
Loan as set forth in the Lead Securitization Servicing Agreement, which such excess shall not be subject to the allocation provisions
of this Section 3) shall be payable in accordance with the Lead Securitization Servicing Agreement.


For clarification purposes,
Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid on each Note shall first, be used to reduce, on
a pro rata basis, the amounts payable on each Note by the amount necessary to pay the Master Servicer, the Trustee or the Special
Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of
the Lead Securitization Servicing Agreement, second, be used to reduce the respective amounts payable on each Note by the amount
necessary to pay the Master Servicer, Trustee, any Non-Lead Master Servicer or any Non-Lead Trustee, as applicable, for any interest accrued
on any P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement
or applicable Non-Lead Securitization Servicing Agreement, as applicable), third, be used to reduce, on a pro rata basis,
the amounts payable on each Note by the amount necessary to pay additional trust fund expenses under the Lead Securitization Servicing
Agreement (including Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as
specified in the Lead Securitization Servicing Agreement) and finally, with respect to any remaining amount of Penalty Charges,
pro rata, to the Lead Securitization Note(s) (to be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation
as provided in the Lead Securitization Servicing Agreement) and to each Non-Lead Securitization Note (to be paid, (x) prior to the securitization
of such Note, to the related Note Holder and (y) following the securitization of such Note, 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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Any Note Holder that receives
proceeds from the sale of the primary servicing rights with respect to the Mortgage Loan shall remit to the other Note Holders, promptly
upon receipt thereof, such amounts as are required such that each Note Holder receives its pro rata share of such proceeds on a
Pro Rata and Pari Passu Basis. Any proceeds received by any Note Holder from the sale of master servicing rights with respect to its Note
shall be for its own account.


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 its behalf) 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 no Non-Lead Securitization Note Holder shall have any voting, consent or other rights whatsoever
except as explicitly set forth herein with respect to the Lead Securitization Note Holder’s administration of, or exercise of its
rights and remedies with respect to, the Mortgage Loan. Subject to this Agreement and the Lead Securitization Servicing Agreement, no
Non-Lead Securitization Note Holder shall have any right to, and each Non-Lead Securitization Note Holder hereby presently and irrevocably
assigns and conveys to the Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf
of the Lead Securitization Note Holder) the rights, if any, that such Note Holder has to, (i) call, or cause the Lead Securitization
Note Holder to call, an Event of Default under the Mortgage Loan, or (ii) exercise any remedies with respect to the Mortgage Loan
or the Mortgage Loan Borrower, including, without limitation, filing, or causing the Lead Securitization Note Holder to file, any bankruptcy
petition against the Mortgage Loan Borrower. The Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the
Trustee acting on its behalf) shall not have any fiduciary duty to any Non-Lead Securitization Note Holder in connection with the administration
of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization Note Holder from the obligation to make any disbursement
of funds as set forth herein or its obligation to follow the Servicing Standard (in the case of the Master Servicer or the Special Servicer)
or any liability for failure to do so).




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Each Note Holder hereby
acknowledges the right and obligation of the Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead Securitization
Note Holder), upon the Mortgage Loan becoming a Defaulted Loan, to sell the Notes together as notes evidencing one whole loan in accordance
with the terms of the Lead Securitization Servicing Agreement. In connection with any such sale, the Special Servicer shall sell the Notes
together as notes evidencing one whole loan and shall require that all offers be submitted to the Trustee in writing. Whether any cash
offer constitutes a fair price for the Mortgage Loan shall be determined by the Special Servicer (unless the offeror is an Interested
Person, in which case the Trustee shall make such determination); provided, that no offer from an Interested Person shall constitute a
fair price unless (i) it is the highest offer received and (ii) at least one bona fide other offer is received from an independent third
party. In determining whether any offer received represents a fair price for the Mortgage Loan, the Trustee or the Special Servicer, as
applicable, shall be supplied with and shall rely on the most recent Appraisal or updated Appraisal conducted in accordance with the Lead
Securitization Servicing Agreement within the preceding nine (9)-month period or, in the absence of any such Appraisal, on a new Appraisal.
The Trustee shall select the appraiser conducting any such new Appraisal. In determining whether any such offer constitutes a fair price
for the Mortgage Loan, the Trustee or the Special Servicer, as applicable, shall instruct the appraiser to take into account (in addition
to the results of any Appraisal or updated Appraisal that it may have obtained pursuant to the Lead Securitization Servicing Agreement),
as applicable, among other factors, the period and amount of any delinquency on the affected Mortgage Loan, the occupancy level and physical
condition of the Mortgaged Property and the state of the local economy. The Trustee may conclusively rely on the opinion of an Independent
appraiser or other Independent expert in real estate matters retained by the Trustee at the expense of the Holders in connection with
making such determination. Notwithstanding the foregoing, the Lead Securitization Note Holder (or the Special Servicer acting on its behalf)
shall not be permitted to sell the Mortgage Loan without the written consent of each Non-Lead Securitization Note Holder (provided that
such consent is not required with respect to any Non-Lead Securitization Note that is held by the Mortgage Loan Borrower or an Affiliate
of the Mortgage Loan Borrower) unless the Special Servicer has delivered to each 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 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 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 requested by such Non-Lead Securitization Note Holder; and (d) until the sale is completed, and
a reasonable period of time (but no less time than is afforded to other offerors and the Lead Securitization Directing Certificateholder)
prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents
that are approved by the Master Servicer or the Special Servicer in connection with the proposed sale. Subject to the foregoing, each
Note Holder or its Note Holder Representative shall be permitted to submit an offer at any sale of the Mortgage Loan.


Each Note Holder (to
the extent it is not the same entity as the Lead Securitization Note Holder) hereby appoints the Lead Securitization Note Holder as its
agent, and grants to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and its proxy, for
the purpose of soliciting and accepting offers for and consummating the sale of its Note. Each Note Holder (to the extent it is not the
same entity as the Lead Securitization Note




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Holder) further agrees that, upon the request
of the Lead Securitization Note Holder, such Note Holder shall execute and deliver to or at the direction of Lead Securitization Note
Holder such powers of attorney or other instruments as the Lead Securitization Note Holder may reasonably request to better assure and
evidence the foregoing appointment and grant, in each case promptly following request, and shall deliver any related original documentation
evidencing its Note (endorsed in blank if necessary) to or at the direction of the Lead Securitization Note Holder in connection with
the consummation of any such sale.


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


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


(c)              
Notwithstanding the foregoing, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its
behalf) shall (i) provide copies of any




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notice, information and report that it
is required to provide to the Lead Securitization Directing Certificateholder pursuant to the Lead Securitization Servicing Agreement
with respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to the
Mortgage Loan, to each Non-Lead Securitization Note Holder (or its Note Holder Representative), within the same time frame it is required
to provide to the Lead Securitization Directing Certificateholder (for this purpose, without regard to whether such items are actually
required to be provided to the Lead Securitization Directing Certificateholder under the Lead Securitization Servicing Agreement due to
the occurrence of a Control Termination Event or a Consultation Termination Event) and (ii) use reasonable efforts to consult each Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative) on a strictly non-binding basis, to the extent having received such notices,
information and reports, such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) requests consultation with
respect to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to the
Mortgage Loan, and consider alternative actions recommended by such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative);
provided that after the expiration of a period of ten (10) Business Days from the delivery to such Non-Controlling Note Holder
(or its Non-Controlling Note Holder Representative) by the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer
acting on its behalf) of written notice of a proposed action, together with copies of the notice, information and report required to be
provided to the Lead Securitization Directing Certificateholder, the Lead Securitization Note Holder (or the Master Servicer or the Special
Servicer acting on its behalf) shall no longer be obligated to consult such Non-Controlling Note Holder (or its Non-Controlling Note Holder
Representative), whether or not such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) has responded within
such ten (10) Business Day period (unless, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting
on its behalf) proposes a new course of action that is materially different from the action previously proposed, in which case such ten
(10) Business Day period shall be deemed to begin anew from the date of such proposal and delivery of all information relating thereto).
Notwithstanding the consultation rights of each Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) set forth
in the immediately preceding sentence, the Lead Securitization Note Holder (or Master Servicer or Special Servicer, acting on its behalf)
may take 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 a Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative).


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




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(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 another 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 any other Note Holder be reduced to offset or make-up any such payment or deficit.


Section 6.               
Note Holder Representatives.


(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, 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 (other than the Mortgage Loan Borrower, any manager of a Mortgaged
Property or any principal or Affiliate thereof). 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




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Securitization Note Holder shall not be
required to recognize any Person as a Controlling Note Holder Representative until the Controlling Note Holder has notified such Servicer
or Trustee of such appointment and, if the Controlling Note Holder Representative is not the same Person as the Controlling Note Holder,
the Controlling Note Holder Representative provides any Servicer or Trustee with written confirmation of its acceptance of such appointment,
an address and telecopy number for the delivery of notices and other correspondence and a list of officers or employees of such person
with whom the parties to this Agreement may deal (including their names, titles, work addresses and telecopy numbers). The Controlling
Note Holder shall promptly deliver such information to any Servicer. None of the Servicers, Operating Advisor and Trustee shall be required
to recognize any person as a Controlling Note Holder Representative until they receive such information from the Controlling Note Holder.
The Controlling Note Holder agrees to inform each such Servicer or Trustee of the then-current Controlling Note Holder Representative.


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


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


Each Non-Controlling
Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights and obligations
with respect to the




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Mortgage Loan (with respect to such Note
Holder, the “Non-Controlling Note Holder Representative”). All of the provisions relating to the Controlling Note Holder
and the Controlling Note Holder Representative set forth in the first paragraph of this Section 6(a) (except those contained in
the last sentence thereof) and the second paragraph of this Section 6(a) shall apply to each Non-Controlling Note Holder and its
Non-Controlling Note Holder Representative mutatis mutandis.


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


Section 7.               
Appointment of Special Servicer. The Controlling Note Holder (or its Controlling Note Holder Representative) shall have
the right (subject to the terms, conditions and limitations in the Lead Securitization Servicing Agreement) at any time and from time
to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a replacement
Special Servicer with the Required Special Servicer Rating. Any designation by the Controlling Note Holder (or its Controlling Note Holder
Representative) of a Person to serve as Special Servicer shall be made by delivering to each other Note Holder, the Master Servicer, the
Special Servicer and each other party to the Lead Securitization Servicing Agreement a written notice stating such designation and satisfying
the other conditions to such replacement as set forth in the Lead Securitization Servicing Agreement and delivering a Rating Agency Communication
to each Rating Agency (or obtaining a Rating Agency Confirmation from each Rating Agency, but only if required by the terms of the Lead
Securitization Servicing Agreement). The Controlling Note Holder shall be solely responsible for any expenses incurred in connection with
any such replacement without cause. The Controlling Note Holder shall notify the other parties hereto of its termination of the then currently
serving Special Servicer and its appointment of a replacement Special Servicer in accordance with this Section 7. If the Controlling
Note Holder has not appointed a Special Servicer with respect to the Mortgage Loan as of the consummation of the securitization under
the Lead Securitization Servicing Agreement, then the initial Special Servicer designated in the Lead Securitization Servicing Agreement
shall serve as the initial Special Servicer but this shall not limit the right of the Controlling Note Holder (or its Controlling Note
Holder Representative) to designate a replacement Special Servicer for the Mortgage Loan as aforesaid. If a Servicer Termination Event
on the part of the Special Servicer has occurred that affects any Non-Controlling Note Holder, such Non-Controlling Note Holder shall
have the right to direct the Trustee (or at any time that the Mortgage Loan is no longer included in a Securitization Trust, the Controlling
Note Holder) to terminate the Special Servicer under the Lead Securitization Servicing Agreement solely with respect to the Mortgage Loan
pursuant to and in accordance with the terms of the Lead Securitization Servicing Agreement. Each Note Holder acknowledges and agrees
that any successor special servicer appointed to replace the Special Servicer with respect to the Mortgage Loan that was terminated for
cause at a Non-Controlling Note Holder’s direction cannot at any time be the person (or an Affiliate thereof) that was so terminated
without the prior written consent of such Non-Controlling Note Holder. Each Non-Controlling Note Holder shall be solely responsible for
reimbursing the Trustee’s or the Controlling Note Holder’s, as applicable, costs and expenses, if not paid within a reasonable
time by the terminated special servicer and, in the case of the Trustee, that would otherwise be




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reimbursed to the Trustee from amounts on deposit
in the Lead Securitization’s “collection account”.


Section 8.               
Payment Procedure.


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


(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 any 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 any
Non-Lead Securitization Note Holder and each Non-Lead Securitization Note Holder shall promptly on demand by the Lead Securitization Note
Holder repay to the Lead Securitization Note Holder any portion thereof that the Lead Securitization Note Holder shall have theretofore
distributed to such Non-Lead Securitization Note Holder, together with interest thereon at such rate, if any, as the Lead Securitization
Note Holder 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 any 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




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Holder shall have the right to offset any
amounts due hereunder from a Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments due to
such Non-Lead Securitization Note Holder under the Mortgage Loan. Such Non-Lead Securitization Note Holder’s obligations under this
Section 8 constitute absolute, unconditional and continuing obligations.


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


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


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




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


Section 13.           
Other Business Activities of the Note Holders. Each Note Holder acknowledges that each other Note Holder or its Affiliates
may make loans or otherwise extend credit to, and generally engage in any kind of business with, the Mortgage Loan Borrower or any Affiliate
thereof, any entity that is a holder of debt secured by direct or indirect ownership interests in the Mortgage Loan Borrower or any 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.






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Section 14.           Sale
of the Notes.


(a)              
Except as otherwise provided in Section 14(c) below, each Note Holder agrees that it will not sell, assign, transfer, pledge,
syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (or a participation interest
in such Note) (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this Agreement.
Promptly after any such Transfer, any non-transferring Note Holders shall be provided with (x) a representation from each transferee
or the transferring Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer
in accordance with the immediately following sentence or a Transfer by a Note Holder to an entity that constitutes a Qualified Institutional
Lender pursuant to clause (b)(iii) of the definition thereof) 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 any such non-transferring
Note Holder’s Note is held in a Securitization Trust, provide each of the applicable engaged Rating Agencies for such Securitization
Trust with a Rating Agency Communication (or, if the transferring Note Holder is the Lead Securitization Note Holder, obtain a Rating
Agency Confirmation from each of the applicable Rating Agencies for such Securitization Trust). Notwithstanding the foregoing, without
each non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if any non-transferring Note Holder’s
Note is held in a Securitization Trust, until a Rating Agency Confirmation is obtained from each engaged Rating Agency for such Securitization
Trust, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower
or a Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported
transferee. The transferring Note Holder agrees that it shall pay the expenses of any non-transferring Note Holder (including all expenses
of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and
all expenses relating to any Rating Agency Communication or Rating Agency Confirmation in connection with any such Transfer. Notwithstanding
the foregoing, each Note Holder shall have the right, without the need to obtain the consent of any other Note Holder or of any other
Person or having to provide any Rating Agency Communication or having to obtain 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 the Lead Securitization Note(s) together with all of the Non-Lead Securitization Notes, in accordance with the terms and
conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and
conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming
a Defaulted Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly
or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.


(b)              
In the case of any Transfer of a participation interest in any of the Notes, (i) the respective Note Holders’ obligations
under this Agreement shall remain unchanged, (ii) such Note Holders shall remain solely responsible for the performance of such obligations,
and (iii) the Lead Securitization Note Holder and any Persons acting on its behalf shall continue to deal solely and directly with
such Note Holder in connection with such Note Holder’s rights




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and obligations under this Agreement and
the Lead Securitization Servicing Agreement, and all amounts payable hereunder shall be determined as if such Note Holder had not sold
such participation interest.


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




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Pledgee or any transfer in lieu of foreclosure),
and its successor and assigns, as the successor to the pledging Note Holder’s rights, remedies and obligations under this Agreement,
and any such Note Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Note Holder hereunder
accruing from and after such Transfer (i.e., realization upon the collateral by such Note Pledgee) and agrees to be bound by the
terms and provisions of this Agreement. The rights of a Note Pledgee under this Section 14(c) shall remain effective as to
any Note Holder (and any Servicer) unless and until such Note Pledgee shall have notified any such Note Holder (and any Servicer, as applicable)
in writing that its interest in the pledged Note has terminated.


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


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


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




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Note Holder. To the extent the Trustee or another
party is appointed as Agent hereunder, each Note Holder hereby designates such person as its agent under this Section 15 solely
for purposes of maintaining the Note Register.


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


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


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


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


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




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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 Certificates of any Securitization;
provided that no such Rating Agency Confirmation shall be required in connection with a modification (i) to cure any ambiguity,
to correct or supplement any provisions herein that may be defective or inconsistent with any other provisions herein or with the Lead
Securitization Servicing Agreement, or (ii) with respect to matters or questions arising under this Agreement, to make provisions of this
Agreement consistent with other provisions of this Agreement (including, without limitation, in connection with the creation of New Notes
pursuant to Section 32).


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


Section 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.






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


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


(c)              
Each Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) represents (for the benefit of
the Mortgage Loan Borrower) that it is not a Non-Exempt Person and that neither the Lead Securitization Note Holder nor the Mortgage Loan
Borrower is obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise pursuant
to this Agreement. Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of this Agreement,
each Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) shall deliver to the Lead Securitization
Note Holder or Servicer, as applicable,




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


Section 25.           
Custody of Mortgage Loan Documents. Prior to the Lead Securitization Date, the originals of all of the Mortgage Loan Documents
(other than the Notes) will be held by the Initial Agent (or its designee) on behalf of the registered holders of the Notes. On and after
the Lead Securitization Date, the originals of all of the Mortgage Loan Documents (other than any Non-Lead Securitization Note) shall
be held in the name of the Trustee (and held by a duly appointed custodian therefor) under the Lead Securitization Servicing Agreement,
on behalf of the registered holders of the Notes. On and after the Securitization of any Non-Lead Securitization Note, such Note shall
be held in the name of the trustee of the related Securitization Trust (and held by a duly appointed custodian therefor) under the related
Securitization Servicing Agreement, on behalf of the related Note Holder.


Section 26.           
Cooperation in Securitization.


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




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


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


Section 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.






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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 Securitization
is satisfactory to the Note Holders), has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. The Initial
Agent, may transfer its rights and obligations to a Servicer, the Trustee or the Certificate Administrator, as successor Agent, at any
time without the consent of any 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 the Initial Agent without any further notice or other action. The termination or resignation of the 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.






    -39- 


     


    

Section 32.           Resizing.
Notwithstanding any other provision of this Agreement, for so long as any Note Holder or an affiliate thereof (each, an “Original
Entity”) is the owner of any Note that is not included in a Securitization (each, an “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 each case, as applicable, “New Notes”) reallocating the principal
of an Owned Note to such New Notes; or severing an Owned Note into one or more further “component” notes in the aggregate
principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance
of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments,
(ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro
rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this
Agreement, (iv) the Original Entity holding the New Notes shall notify each other 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. Each New Note shall constitute a “Note” hereunder
without any further act or deed. 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 clauses (i) through (v) above are satisfied,
with respect to clauses (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 a Controlling Note Holder, Non-Controlling Note Holder, Lead
Securitization Note Holder or Non-Lead Securitization Note Holder hereunder associated with the Owned Note, the “Controlling Note
Holder,” “Non-Controlling Note Holder”, “Lead Securitization Note Holder” or “Non-Lead Securitization
Note Holder,” as applicable, shall be as provided in the definitions of such terms in this Agreement or as otherwise designated
in writing by the Original Entity to the other Note Holders; provided that the Controlling Note Holder shall be entitled to designate
any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder; provided, further, that
the Lead Securitization Note Holder shall be entitled to designate any New Note created from the existing Lead Securitization Note to
be a Non-Lead Securitization Note hereunder.


[SIGNATURE PAGE FOLLOWS]




    -40- 


     


    

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


 


	 	MORGAN STANLEY BANK, N.A., as Initial
Note A-1 Holder
	 	 
	 	By:  	/s/ Jane Lam
	 	 	Name:  	Jane Lam 
	 	 	Title: 	 Executive Director
	 	 	 	 





	 	MORGAN STANLEY BANK, N.A., as Initial
Note A-2 Holder
	 	 
	 	By:  	/s/ Jane Lam 
	 	 	Name:  	Jane Lam 
	 	 	Title: 	 Executive Director
	 	 	 	 





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



Newport Pavilion -
Agreement Between Note Holders








    	 



    	 



    

EXHIBIT A





MORTGAGE LOAN SCHEDULE


Description of Mortgage Loan


	Mortgage Loan Borrower:	RAINIER NEWPORT PAVILION ACQUISITIONS, LLC
	Date of Mortgage Loan: 	June 16, 2021
	Date of Notes: 	June 16, 2021
	Original Principal Amount of Mortgage Loan:	$51,590,000
	Principal Amount of Mortgage Loan as of the date hereof:	$51,590,000
	Note A-1 Principal Balance:	$30,000,000
	Note A-2 Principal Balance:	$21,590,000
	Location(s) of Mortgaged Property:	Newport, Kentucky
	Initial Maturity Date:	July 1, 2026





    A-1 


     


    

EXHIBIT B


1.       Initial Note A-1
Holder:


Morgan Stanley Bank, N.A.

1585 Broadway

New York, New York 10036

Attention: Jane Lam


with a copy to:


Morgan Stanley Bank, N.A.

1633 Broadway, 29th Floor


New York, New York 10019

Attention: Legal Compliance Division


and a copy by e-mail to:


 


cmbs_notices@morganstanley.com


2.       Initial Note A-2
Holder: 


Morgan Stanley Bank, N.A.

1585 Broadway

New York, New York 10036

Attention: Jane Lam


with a copy to:


Morgan Stanley Bank, N.A.

1633 Broadway, 29th Floor


New York, New York 10019

Attention: Legal Compliance Division


and a copy by e-mail to:


 


cmbs_notices@morganstanley.com


 




    B-1 


     


    

3.       Initial Agent:


Morgan Stanley Mortgage Capital Holdings LLC

1585 Broadway

New York, New York 10036

Attention: Jane Lam


with a copy to:


Morgan Stanley Mortgage Capital Holdings LLC

1633 Broadway, 29th Floor


New York, New York 10019

Attention: Legal Compliance Division


and a copy by e-mail to:


 


cmbs_notices@morganstanley.com


 


 




    B-2 


     


    

EXHIBIT C



PERMITTED FUND MANAGERS


 


		1.	Westbrook Partners



		2.	DLJ Real Estate Capital Partners



		3.	iStar Financial Inc.



		4.	Capital Trust, Inc.



		5.	Lend-Lease Real Estate Investments



		6.	Archon Capital, L.P.



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



		8.	The Blackstone Group International Ltd.



		9.	Apollo Real Estate Advisors



		10.	Colony Capital, LLC



		11.	Praedium Group



		12.	JER Partners



		13.	Fortress Investment Group LLC



		14.	Lone Star Funds



		15.	Clarion Partners



		16.	Walton Street Capital, L.L.C.



		17.	Starwood Property Trust, Inc.



		18.	BlackRock, Inc.



		19.	Rialto Capital Management, LLC



		20.	Rialto Capital Advisors, LLC



		21.	Raith Capital Partners, LLC



		22.	Eightfold Real Estate Capital, L.P.





 






    C-1