Exhibit 4.19


 





EXECUTION VERSION





	 








 


Hyatt Regency Princeton


 


CO-LENDER AGREEMENT


 


Dated as of November 16, 2017


 


between


 


CANTOR COMMERCIAL REAL ESTATE LENDING, L.P.





(Note A-1 Holder)


 


and


 


CANTOR COMMERCIAL REAL ESTATE LENDING,
L.P. 


(Note A-2 Holder) 





	 


 




     


     


    

 


TABLE OF CONTENTS


  




	 	Page
	 	 
	1.          Definitions; Conflicts	2
	2.          Servicing of the Mortgage Loan	12
	3.          Priority of  Notes	14
	4.          Workout	14
	5.          Accounts; Payment Procedure	14
	6.          Limitation on Liability	15
	7.          Representations of the Holders	15
	8.          Independent Analyses of each Holder	16
	9.          No Creation of a Partnership or Exclusive Purchase Right	17
	10.        Not a Security	17
	11.        Other Business Activities of the Holders	17
	12.        Transfer of Notes	17
	13.        Exercise of Remedies by the Servicer	19
	14.        Rights of the Directing Holder	21
	15.        Appointment of Special Servicer	22
	16.        Rights of the Non-Directing Holders	23
	17.        Advances; Reimbursement of Advances	24
	18.        Provisions Relating to Securitization	25
	19.        Governing Law; Waiver of Jury Trial	30
	20.        Modifications	31
	21.        Successors and Assigns; Third Party Beneficiaries	31
	22.        Counterparts	31
	23.        Captions	31
	24.        Notices	31
	25.        Custody of Mortgage Loan Documents	31



 


    -i- 


     


    

 


THIS CO-LENDER AGREEMENT
(the “Agreement”), dated as of November 16, 2017, is between CANTOR COMMERCIAL REAL ESTATE LENDING, L.P.,
a Delaware limited partnership (“CCRE”), having an address at 110 East 59th Street, New York, New York 10022,
as the holder of Note A-1 (in such capacity, the “Note A-1 Holder”) and CCRE, as the holder of Note A-2 (in
such capacity, the “Note A-2 Holder”).


 


W I T N E S S E T H:


 


WHEREAS, CCRE has made
a mortgage loan in the original principal amount of $33,000,000 (the “Mortgage Loan”) to AVR Princeton Hotel
I LLC, AVR Princeton Hotel II LLC, and AVR Princeton Tenant LLC, jointly and severally, as borrower (individually and collectively
as the context requires, together with their permitted successors and assigns, the “Borrower”) pursuant to a
loan agreement between the Borrower, as borrower, and CCRE, as lender, dated as of June 27, 2017 (the “Loan Agreement”);


 


WHEREAS, the Mortgage
Loan is evidenced by two notes, Promissory Note A-1 in the original principal amount of $18,000,000 and Promissory Note A-2 in
the original principal amount of $15,000,000 (“Note A-1” and “Note A-2” respectively and
individually, each a “Note” and collectively, the “Notes”);


 


WHEREAS, the Mortgage Loan is secured by a
first mortgage lien (the “Mortgage”) on the real property known as Hyatt Regency Princeton (collectively, the
“Mortgaged Property”);


 


WHEREAS, CCRE intends
(but is not bound) to sell, transfer and assign its right, title and interest in and to all or a portion of Note A-2 to UBS Commercial
Mortgage Securitization Corp. (“UBS Depositor”) as depositor, pursuant to a Mortgage Loan Purchase Agreement,
to be dated as of November 1, 2017, by and between UBS Depositor, as purchaser, and CCRE, as seller, and UBS Depositor intends
to transfer its right, title and interest in and to Note A-2 to Wells Fargo Bank, National Association, as trustee for the UBS
Commercial Mortgage Trust 2017-C5 pursuant to a pooling and servicing agreement, to be dated as of November 1, 2017 (the “Note
A-2 PSA”), between UBS Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer
and as special servicer, Wells Fargo Bank, National Association, as trustee and as certificate administrator, paying agent and
custodian and Park Bridge Lender Services, LLC, as operating advisor and asset representations reviewer (such sales, transfers
and assignments, the “Note A-2 Securitization”);


 


WHEREAS, the Note A-1
Holder intends (but is not bound) to sell, transfer and assign its right, title and interest in and to all or a portion of Note
A-1 to one or more depositors who will in turn sell, transfer and assign the same to one or more trusts as part of the securitization
of one or more mortgage loans (such sales, transfers and assignments, the “Note A-1 Securitization”);


 


WHEREAS, the parties
hereto desire to enter into this Agreement to memorialize the terms under which they, and their successors and assigns, shall hold
Note A-1 and Note A-2 respectively;


 






     


     


    

 


NOW, THEREFORE, in consideration
of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto mutually agree as follows:


 


1.          Definitions; Conflicts. References to a “Section” or the “recitals” are, unless otherwise
specified, to a Section or the recitals of this Agreement. Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed thereto in the Servicing Agreement. To the extent of any inconsistency between this Agreement and the Servicing
Agreement, the terms of this Agreement shall control. Whenever used in this Agreement, the following terms shall have the respective
meanings set forth below unless the context clearly requires otherwise.


 


“Acceptable
Insurance Default” shall have the meaning assigned to such term or analogous term in the Servicing Agreement.


 


“Advance”
shall mean any P&I Advance or Property Advance made with respect to any of the Notes, the Mortgage Loan or the Mortgaged Property
pursuant to the Note A-1 PSA or the Note A-2 PSA.


 


“Affiliate”
shall mean, with respect to any specified Person, any other Person controlling or controlled by or under common control with
such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person
means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of
voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.


 


“Agreement”
shall mean this Co-Lender Agreement, the exhibits and schedules hereto, and all amendments hereof and supplements hereto.


 


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


 


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


 


“Borrower Party
Affiliate”: With respect to a borrower, a mortgagor, a manager of a Mortgaged Property or a restricted mezzanine holder,
(a) any other person controlling or controlled by or under common control with such borrower, mortgagor, manager or restricted
mezzanine holder, as applicable, (b) any other person owning, directly or indirectly, 25% or more of the beneficial interests in
such borrower, mortgagor or manager, as applicable, or (c) any other person owning, directly or indirectly 25% or more of the beneficial
interests in such restricted mezzanine holder. For the purposes of this definition, “control” when used with respect
to any specified person means the power to direct the management and policies of such person, directly or indirectly, whether through
ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have
meanings correlative to the foregoing.


 






     -2-


     


    

 


“Business Day”
shall have the meaning assigned to such term in the Servicing Agreement.


 


“CCRE”
shall mean Cantor Commercial Real Estate Lending, L.P. and its successors in interest.


 


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


 


“Certificates”
shall mean any securities issued in connection with the Note A-1 Securitization or the Note A-2 Securitization.


 


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


 


“Collection
Account” shall mean the “collection account” or sub-account thereof, established under the Servicing Agreement
for the purpose of servicing the Mortgage Loan.


 


“Consultation
Termination Event” shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.


 


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


 


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


 


“Defaulted Mortgage
Loan” shall mean the Mortgage Loan in the event that the Mortgage Loan is delinquent at least 60 days in respect of its
Monthly Payments or more than 60 days in respect of its balloon payment, in either case to be determined without giving effect
to any grace period permitted by the Mortgage Loan Documents and without regard to any acceleration of payments under the Mortgage
Loan Documents.


 


“Depositor”
shall mean (i) with respect to the Note A-1 Securitization, the Depositor under the Note A-1 PSA and (ii) with respect to
the Note A-2 Securitization, the UBS Depositor.


 


“Designated
Holder” shall mean the Holder of Note A-1.


 


“Directing Holder”
shall mean the Note A-1 Holder or, if Note A-1 is included in a Securitization, the holders of the Note A-1 Securitization Certificates
representing the specified interest in the class of Certificates designated as the “controlling class” or the duly
appointed representative of the holders of such Certificates or such other party that the Note A-1 Holder


 






     -3-


     


    

 


grants the right to exercise
the rights granted to the Directing Holder in this Agreement; provided, that no Borrower, property manager or Borrower Party
Affiliate thereof shall be entitled to act as Directing Holder.


 


“Event of Default”
shall mean an “Event of Default” as defined in the Loan Agreement.


 


“Excluded Amounts”
shall mean:


 


(i)            proceeds,
awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Borrower in accordance
with the terms of the Mortgage Loan Documents;


 


(ii)           amounts required to be deposited in reserve or escrow pursuant to the Mortgage Loan Documents; and


 


(iii)          amounts that are then due and payable pursuant to the Servicing Agreement to the parties to the Servicing Agreement, including,
without limitation, Servicing Fees, Special Servicing Fees, Liquidation Fees, Workout Fees, as applicable, reimbursement of costs
and expenses, reimbursement of Property Advances and interest thereon at the Reimbursement Rate;


 


but shall not include (A) any amounts
received in respect of any P&I Advances (and interest thereon), (B) any Servicing Fees due to the Master Servicer in excess
of the Servicing Fee calculated at the “primary servicing fee rate” set forth in the Servicing Agreement and (C) any
trustee fees.


 


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


 


“Holder”
shall mean the Note A-1 Holder and/or the Note A-2 Holder, as the context indicates.


 


“Intervening
Trust Vehicle” shall mean, with respect to any Securitization Vehicle that is a CLO, a trust vehicle or entity which
holds Note A-1 or Note A-2 as collateral securing (in whole or in part) any obligation or security held by such Securitization
Vehicle as collateral for the CLO.


 


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


 


“Lead Note”
shall mean (a) prior to the Note A-1 Securitization, Note A-2 and (b) from and after the Note A-1 Securitization, Note A-1.


 


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


 


“Lead Securitization”
shall mean (a) during the period from and after the Note A-2 Securitization Date and prior to the Note A-1 Securitization Date,
the Note A-2 Securitization and (b) from and after the Note A-1 Securitization Date, the Note A-1 Securitization.


 






     -4-


     


    

 


“Lead Securitization
PSA” shall mean (a) during the period from and after the Note A-2 Securitization Date and prior to the Note A-1 Securitization
Date, the Note A-2 PSA and (b) from and after the Note A-1 Securitization Date, the Note A-1 PSA.


 


“Lead Securitization
Trust” shall mean (a) during the period from and after the Note A-2 Securitization Date and prior to the Note A-1 Securitization
Date, the trust established under the Note A-2 PSA in connection with the Note A-2 Securitization and (b) from and after the Note
A-1 Securitization Date, the trust established under the Note A-1 PSA.


 


“Lead Servicer”
shall mean (a) during the period from and after the Note A-2 Securitization Date and prior to the Note A-1 Securitization Date,
the master servicer designated under the Note A-2 PSA and (b) from and after the Note A-1 Securitization Date, the master servicer
designated under the Note A-1 PSA.


 


“Liquidation
Proceeds” shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.


 


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


 


“Major Action”
shall have the meaning assigned to the term “Material Action,” “Major Action,” “Major Decision”
or any equivalent term in the Servicing Agreement.


 


“Master Servicer”
shall mean the master servicer under the Servicing Agreement and any successor thereunder.


 


“Master Servicer
Remittance Date” shall mean:


 


(a)          during the period after the Note A-2 Securitization Date but prior to the Note A-1 Securitization Date:


 


(i)            with
respect to Note A-2, the “Master Servicer Remittance Date” (or analogous term) as defined in the Note A-2 PSA,
and (ii) with respect to each other Note, the earlier of (1) the date set forth in clause (i) above or (2) the first
Business Day after the “determination date,” as such term or a similar term is defined in the related PSA for any
Note that has been securitized; provided, however, that such date is at least one Business Day after the
scheduled monthly payment date with respect to the Mortgage Loan;


 


(b)          after the Note A-1 Securitization Date:


 


(i)            with respect to Note A-1, the “Master Servicer Remittance Date” (or analogous term) as defined in the Servicing
Agreement; and


 


(ii)           with respect to Note A-2, the earlier of (a) the “Master Servicer Remittance Date” (or analogous term) as defined
in the Servicing Agreement or (b) the first Business Day after the “determination date,” as such term or a similar
term is defined in the Note A-2 PSA; provided, however, that such date is at least 



 


 






     -5-


     


    

 


one Business Day after the scheduled
monthly payment date with respect to the Mortgage Loan.


 


For the avoidance of
doubt, any late collections received by the Master Servicer after the related due date under the Mortgage Loan shall be remitted
by the Master Servicer in accordance with Section 18(d)(vii) below.


 


“Maturity Date”
shall have the meaning assigned to such term in Exhibit A.


 


“Monthly Payment”
with respect to any period shall mean all amounts due and payable to any Holder or Holders during such period in accordance with
the Mortgage Loan Documents.


 


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


 


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


 


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


 


“Mortgage Interest
Rate” shall mean the Mortgage Interest Rate set forth in the Mortgage Loan Schedule with respect to each of Note A-1
and Note A-2.


 


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


 


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


 


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


 


“Mortgage Loan
Schedule” shall mean the schedule in the form attached hereto as Exhibit A, which schedule sets forth certain
information regarding the Mortgage Loan and the Notes.


 


“Mortgage Loan
Seller” shall mean CCRE and its successors in interest and/or any transferee of CCRE that deposits all or a portion of
a Note into a securitization.


 


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


 


“Non-Directing
Holders” shall mean the holders of all or a portion of Note A-2 or, if all or a portion of a Note is included in a Securitization,
the holders of Certificates representing the specified interest in the class of Certificates designated as the “controlling
class” or the duly appointed representative of the holders of such Certificates or such other party otherwise entitled under
the Note A-2 PSA to exercise the rights granted to the Non-Directing Holders in this Agreement.


 






     -6-


     


    

 


“Non-Lead Master
Servicer” shall mean from and after the Note A-1 Securitization, with respect to Note A-2 and the Note A-2 PSA, the master
servicer designated under the Note A-2 PSA.


 


“Non-Lead Note”
shall mean each of the Notes other than the Lead Note.


 


“Non-Lead Note
Holders” shall mean the holders of the Non-Lead Notes (other than a Non-Lead Note that is included in the Lead Securitization).


 


“Non-Lead Securitization”
shall mean, at any time, each Securitization that is not then the Lead Securitization.


 


“Non-Lead Servicing
Agreements” shall mean from and after the Note A-1 Securitization Date, the Note A-2 PSA.


 


“Nonrecoverable
Advance” shall have the meaning ascribed to such term in the Servicing Agreement.


 


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


 


“Note A-1 Holder”
shall mean CCRE or any subsequent holder of Note A-1.


 


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


 


“Note A-1 Principal
Balance” shall mean, at any time of determination, the initial Note A-1 Principal Balance as set forth in the Mortgage
Loan Schedule less any payments of principal thereon received by the Note A-1 Holder and any reductions in such amount pursuant
to Section 4.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     -7-


     


    

 


“Note A-2 Principal
Balance” shall mean at any time of determination, the initial Note A-2 Principal Balance as set forth in the Mortgage
Loan Schedule less any payments of principal thereon received by the Note A-2 Holder and any reductions in such amount pursuant
to Section 4.


 


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


 


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


 


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


 


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


 


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


 


“P&I Advance”
shall mean an advance made by a party to the Note A-1 PSA or the Note A-2 PSA, as applicable, with respect to a delinquent monthly
debt service payment on the Notes included in the related Securitization.


 


“Penalty Charges”
shall mean any amounts collected from the Borrower that represent default charges, penalty charges, late fees and/or default interest,
but excluding any yield maintenance charge or prepayment premium.


 


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


 


“Person”
shall mean any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company,
trust, unincorporated organization or government or any agency or political subdivision thereof.


 


“Property Advance”
shall mean an advance made in respect of property protection expenses or expenses incurred to protect, preserve and enforce the
security for the Mortgage Loan or to pay taxes and assessments or insurance premiums with respect to the Mortgaged Property.


 


“Pro Rata and
Pari Passu Basis” shall mean with respect to the Notes and each Holder, (i) for purposes of allocating payments of interest
among the Notes, each Note or Holder, as the case may be, is allocated its respective pro rata share based on the interest accrued
on such Note at the respective Interest Rate of such Note based on the outstanding principal balance of such Note and (ii) for
all other purposes, the allocation of any particular payment, collection, cost, expense, liability or other amount between such
Notes or such Holders, as the case may be, without any priority of any such Note or any such Holder over another Note or Holder,
as the


 






     -8-


     


    

 


case may be, and in any event such that each Note or Holder, as the case may be, is allocated its respective pro rata share
based on the outstanding principal balance of its Note in relation to the outstanding principal balance of the entire Mortgage
Loan of such particular payment, collection, cost, expense, liability or other amount.


 


“PSA”
shall mean each of the Note A-1 PSA and the Note A-2 PSA.


 


“Qualified Servicer”
shall mean any nationally recognized commercial mortgage loan servicer (1) rated at least “CSS3,” in the
case of a special servicer, or at least “CMS2,” in the case of a master servicer, by Fitch, (2) on the S&P
Select Servicer List as a U.S. Commercial Mortgage Master Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable,
(3) as to which neither Moody’s nor KBRA has cited servicing concerns of such 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 any CMBS transaction rated by Moody’s or KBRA, as applicable, and serviced
by such servicer prior to the time of determination, (4) that (i) is then acting as master servicer or special servicer, as applicable,
in a commercial mortgage loan securitization rated by Morningstar and (ii) Morningstar has not qualified, downgraded or withdrawn
the then-current rating or ratings of one or more classes of such certificates citing servicing concerns with the servicer or special
servicer, as applicable, as the sole or material factor in such rating action and (5) in the case of DBRS, such servicer is then
acting as servicer or special servicer, as applicable, in a commercial mortgage loan securitization rated by DBRS and DBRS has
not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial
mortgage securities on watch citing the continuation of such servicer as servicer or special servicer, as applicable, of such commercial
mortgage securities as a material reason for such downgrade or withdrawal. For purposes of this definition, for so long as any
Note is included in a Securitization, the ratings or actions of any Rating Agency that is not rating any such Securitization(s)
shall not be considered.


 


“Qualified Transferee”
shall mean CCRE (or an Affiliate of CCRE) or one or more of the following (other than a Borrower or any entity which is a Borrower
Party Affiliate):


 


(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 or 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, which regularly engages in the business of making or owning investments of types
similar to the Mortgage Loan; or


 


(iii)          an institution substantially similar to any of the foregoing entities described in clauses (i) or (ii) above; or


 


(iv)          any entity Controlled by or under common Control or Controlling any of the entities described in clauses (i), (ii)
or (iii) above; or


 






     -9-


     


    

 


(v)           a Qualified Trustee (or, in the case of a CLO, a single purpose bankruptcy-remote entity that contemporaneously pledges
its interest in a Note to a Qualified Trustee) in connection with (A) a securitization of, (B) the creation of collateralized
loan obligations (“CLO”) secured by, or (C) a financing through an “owner trust” of, any interest
in a Note (any of the foregoing, a “Securitization Vehicle”), provided that either (1) one or more
classes of securities issued by such Securitization Vehicle is initially rated at least investment grade by at least two of the
Rating Agencies that also assigned a rating to one or more classes of securities issued in connection with the Securitization of
a Note; (2) the special servicer for the Securitization Vehicle is a Qualified Servicer at the time of transfer; or (3) in the
case of a Securitization Vehicle that is a CLO, the CLO Asset Manager and, if applicable, each Intervening Trust Vehicle that is
not administered and managed by a CLO Asset Manager that is a Qualified Transferee, is a Qualified Transferee under clause (i),
(ii), (iii) or (iv) of this definition; or


 


(vi)          an investment fund, limited liability company, limited partnership or general partnership in which a Permitted Fund Manager
acts as the general partner, managing member, or the fund manager responsible for the day to day management and operation of such
investment vehicle, provided that greater than fifty percent (50%) of the equity interests in such investment vehicle are
owned, directly or indirectly, by one or more entities that are otherwise Qualified Transferees,


 


which, in the case of each of clauses (i),
(ii), and (iii) of this definition, has at least $650,000,000 in total assets (in name or under management) and (except with respect
to a pension advisory firm or similar fiduciary) at least $250,000,000 in capital/statutory surplus or shareholders’ equity,
and is regularly engaged in the business of making or owning commercial real estate loans or commercial loans similar to the Mortgage
Loan.


 


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


 


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


 






     -10-


     


    

 


“Rating Agency
Confirmation” shall mean each of the applicable Rating Agencies shall have confirmed in writing 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 Certificates then outstanding. In the event that
no Certificates are outstanding, any action that would otherwise require a Rating Agency Confirmation shall require the consent
of the Designated Holder, which consent shall not be unreasonably withheld, conditioned or delayed.


 


For the purposes of this
Agreement, if any Rating Agency (1) waives, declines or refuses, in writing, to review or otherwise engage any request for a confirmation
hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then
current rating of the securities issued pursuant to the related Securitization, or (2) does not reply to such request or responds
in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency
Confirmation and the related timing, notice and other applicable provisions set forth in the Servicing Agreement, the Note A-1
PSA and the Note A-2 PSA, as applicable, have been satisfied, then for such request only, the condition that such confirmation
by such Rating Agency (only) be obtained will be deemed not to apply for purposes of this Agreement. For purposes of clarity, any
such waiver, declination or refusal to review or otherwise engage in any request for such confirmation hereunder shall not be deemed
a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency Confirmation hereunder
and the condition for such 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.


 


“Reimbursement
Rate” shall have the meaning assigned to such term or the term “Advance Rate” or an analogous term in the
Servicing Agreement.


 


“REMIC”
shall have the meaning assigned to such term in Section 2(f).


 


“REO Property”
shall mean the Mortgaged Property, title to which has been acquired by the Servicer on behalf of (or other Person designated by)
the Holders through foreclosure, deed in lieu of foreclosure or otherwise.


 


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


 


“Securitization”
shall mean the Note A-1 Securitization and/or the Note A-2 Securitization, as applicable.


 


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


 


“Servicer”
shall mean (i) the Master Servicer with respect to a non-Specially Serviced Mortgage Loan and the Special Servicer with respect
to a Specially Serviced Mortgage Loan, or (ii) with respect to a specific function, right or obligation as to which the Servicing
Agreement designates the Master Servicer or the Special Servicer, the party so designated, as applicable, pursuant to the Servicing
Agreement.


 






     -11-


     


    

 


“Servicing Agreement”
shall mean (a) during the period prior to the Note A-1 Securitization Date, the Note A-2 PSA and (b) from and after the Note A-1
Securitization Date, the Note A-1 PSA. In the event the Lead Note is no longer an asset of the trust fund created pursuant to the
Lead Securitization PSA, the term “Servicing Agreement” shall refer to the subsequent servicing agreement entered into
pursuant to Section 2.


 


“Servicing Fee”
shall mean the fee of the Master Servicer pursuant to the terms of the Servicing Agreement, which will generally be calculated
as the product of (i) the Servicing Fee Rate and (ii) the outstanding principal balance of the Mortgage Loan as of the date of
determination.


 


“Servicing Fee
Rate” shall have the meaning applied to such term in the Servicing Agreement, being the rate per annum which, when applied
to the Mortgage Loan Principal Balance (which may be a different rate with respect to each of the Notes), will determine the servicing
fee payable to the Master Servicer under the Servicing Agreement.


 


“Servicing Standard”
shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.


 


“Servicing Transfer
Event” shall mean any of the events specified in the Servicing Agreement, whereby the servicing of the Mortgage Loan
is required to be transferred to the Special Servicer from the Master Servicer.


 


“Special Servicer”
shall mean the special servicer of the Mortgage Loan as appointed under the terms of this Agreement and the Servicing Agreement,
or any successor special servicer appointed as provided thereunder or hereunder.


 


“Special Servicing
Fee” shall have the meaning given to such term in the Servicing Agreement.


 


“Specially Serviced
Mortgage Loan” shall mean the Mortgage Loan during the period it is serviced by the Special Servicer following a Servicing
Transfer Event.


 


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


 


“Trustee”
shall mean the trustee under the Note A-1 PSA or the Note A-2 PSA, as the context requires.


 


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


 






     -12-


     


    

 


2.            Servicing of the Mortgage Loan. (a)  Each Holder acknowledges and agrees that, subject in each case to
the specific terms of this Agreement, the Mortgage Loan shall be serviced as follows:


 


(i)           from
and after the Note A-2 Securitization Date, but prior to the Note A-1 Securitization Date, by the Note A-2 Master Servicer and
the Note A-2 Special Servicer pursuant to the terms of this Agreement and the Note A-2 PSA; and


 


(ii)          from
and after the Note A-1 Securitization Date, by the Note A-1 Master Servicer and the Special Servicer pursuant to the terms of this
Agreement and the Note A-1 PSA.


 


Each Holder agrees to
reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement.


 


(b)          Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents to the
appointment of the Master Servicer and the Trustee under the Servicing Agreement by the Depositor and the appointment of the Special
Servicer by the Directing 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 Servicing Agreement. Each Holder hereby appoints the Master Servicer,
the Special Servicer and the Trustee under the Servicing Agreement as such 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 Servicing Agreement
(subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement).


 


(c)          If, at any time the Lead Note is no longer in a Securitization, the Designated Holder shall cause the Mortgage Loan to be
serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note
is in a Securitization, a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization
shall be obtained) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing
Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such written
confirmation has been obtained), the Designated Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions
of the Servicing Agreement as if such agreement was still in full force and effect with respect to the Mortgage Loan; provided,
further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage
Loan may be performed by any Qualified Servicer appointed by the Designated Holder and does not have to be performed by the service
providers set forth under the Servicing Agreement that was previously in effect.


 


(d)          Notwithstanding anything to the contrary contained herein (including Sections 4 and 13(a)), each Servicing
Agreement shall provide that the Servicer shall be required to service and administer the Mortgage Loan in accordance with the
Servicing Standard as set forth in such Servicing Agreement, and any Holder who is not a Borrower or a Borrower Party Affiliate
shall be deemed a third-party beneficiary of such provisions of the Servicing Agreement. It is understood that any Non-Lead Note
Holder may separately appoint a servicer for its Non-Lead Note, by itself or together with other assets, but any such servicer
will have no


 






     -13-


     


    

 


responsibility hereunder and shall be compensated solely by the applicable Non-Lead Note Holder from funds payable
to it hereunder or otherwise.


 


(e)           The Holders acknowledge that the Servicer is to comply with this Agreement and the Mortgage Loan Documents in connection
with the servicing of the Mortgage Loan.


 


(f)            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 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 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 Borrower, or exercise or refrain from exercising any powers or rights that
the Holders may have under the Mortgage Loan Documents, if any such action would constitute a “significant modification”
of the Mortgage Loan, within the meaning of 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 that includes any Note (or any portion thereof). Each Holder
agrees that the provisions of this paragraph shall be effected by compliance with any REMIC provisions in the Servicing Agreement
relating to the administration of the Mortgage Loan.


 


(g)           In the event that one of the Notes is included in a REMIC, the other Holders shall not be required to reimburse such Holder
or any other Person for payment of any taxes imposed on such REMIC or Advances therefor or for any interest on such Advance or
for deficits in other items of disbursement or income resulting from the use of funds for payment of any such taxes, nor shall
any disbursement or payment otherwise distributable to the other Holders be reduced to offset or make-up any such payment or deficit.


 


3.             Priority of Notes. Note A-1 and Note A-2 shall be of equal priority, and no portion of any of Note A-1 or Note A-2
shall have priority or preference over any portion of the other Note or security therefor. Except for the Excluded Amounts, all
amounts tendered by the Borrower or otherwise available for payment on the Mortgage Loan, whether received in the form of Monthly
Payments, a balloon payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other instrument serving as
security on the Mortgage Loan, proceeds under title, hazard or other insurance policies or awards or settlements in respect of
condemnation proceedings or similar exercise of the power of eminent domain shall be distributed by the Master Servicer and applied
to Note A-1 and Note A-2 on a Pro Rata and Pari Passu Basis.


 


The Servicing Agreement
may provide for the application of Penalty Charges paid in respect of the Mortgage Loan to be used to (i) pay the Master Servicer,
the Trustee or the Special Servicer for interest accrued on any Property Advances and reimbursement of Property


 






     -14-


     


    

 


Advances, (ii) to
pay the parties to any Securitization for interest accrued on any P&I Advance, (iii) to pay certain other expenses incurred
with respect to the Mortgage Loan and (iv) to pay to the Master Servicer and/or the Special Servicer as additional servicing
compensation, except that, for so long as Note A-1 is not included in a Securitization, any Penalty Charges allocated to any such
Note not in a securitization, that are not applied pursuant to clauses (i)-(iii) above shall be remitted to the respective Holder
and shall not be paid to the Master Servicer and/or the Special Servicer without the express consent of such Holder.


 


4.             Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the
Servicing Agreement and Section 13 of this Agreement, and the obligation to act in accordance with the Servicing Standard,
if the Lead 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 Mortgage Loan Principal Balance is decreased, (ii) the Mortgage Interest Rate is reduced, (iii) payments
of interest or principal on Note A-1 or Note A-2 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 Note A-1 and Note A-2 as described in Section 3.


 


5.             Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain
the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs
the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the
Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement
all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or
credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note
A-2 by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 Holder, respectively; provided that
any late collections received by the Master Servicer after the related due date under the Mortgage Loan shall be remitted by the
Master Servicer in accordance with Section 18(d)(vii) of this Agreement.


 


If any Servicer holding
or having distributed any amount received or collected in respect of Note A-1 or Note A-2 determines, or a court of competent jurisdiction
orders, at any time that any amount received or collected in respect of Note A-1 or Note A-2 must, pursuant to any insolvency,
bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note
A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer
shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 Holder, as applicable, and the Note
A-1 Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall
have been theretofore distributed to the Note A-1 Holder or the Note A-2 Holder, as applicable, together with interest thereon
at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder,
any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 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


 






     -15-


     


    

 


distributable
share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any
amounts due hereunder from the Note A-1 Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against
any future payments due to the Note A-1 Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided,
that the obligations of the Note A-1 Holder and the Note A-2 Holder under this Section 5 are separate and distinct
obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder.
The obligations of the Note A-1 Holder and the Note A-2 Holder under this Section 5 constitute absolute, unconditional
and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.


 


6.             Limitation on Liability. Subject to the terms of the Servicing Agreement, no Holder (including the Master Servicer
or the Special Servicer on its behalf) shall have any liability to any other Holder with respect to any Note, except (1) with
respect to the Advance reimbursement provisions set forth in Section 17 and (2) with respect to losses actually
suffered due to the gross negligence, willful misconduct or material breach of this Agreement on the part of such Holder (including
the Master Servicer or the Special Servicer on its behalf, except that the Master Servicer’s or Special Servicer’s
liability may be further limited or expanded as set forth in the Servicing Agreement).


 


7.             Representations of the Holders. (a)  Each of the Holders hereby represents and warrants to, and covenants
with each other Holder that, as of the date hereof:


 


(i)           
It is duly organized, validly existing and in good standing under the laws of the State under which it is organized.


 


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


 


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


 


(iv)          This Agreement is the legal, valid and binding obligation of such Holder enforceable against such 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.


 






     -16-


     


    

 


(v)          
It has the right to enter into this Agreement without the consent of any third party.


 


(vi)         
It is the holder of the respective Note for its own account in the ordinary course of its business.


 


(vii)         It has not dealt with any broker, investment banker, agent or other person, that may be entitled to any commission or compensation
in connection with the consummation of any of the transactions contemplated hereby.


 


(viii)        It is a Qualified Transferee.


 


8.             Independent Analyses of each Holder. Each Holder acknowledges that, except for the representations made in Section 7,
it has, independently and without reliance upon any other Holders and based on such documents and information as such Holder has
deemed appropriate, made its own credit analysis and decision to purchase its respective Note. Each Holder hereby acknowledges
that the other Holders shall have no responsibility for (i) the collectability of the Mortgage Loan, (ii) the validity,
enforceability or legal effect of any of the Mortgage Loan Documents or the title insurance policy or policies or any survey furnished
or to be furnished in connection with the origination of the Mortgage Loan, (iii) the validity, sufficiency or effectiveness
of the lien created or to be created by the Mortgage Loan Documents, or (iv) the financial condition of the Borrower. Each
Holder assumes all risk of loss in connection with its respective Note for reasons other than gross negligence, willful misconduct
or breach of this Agreement by any other Holder or negligence, willful misconduct or bad faith by any Servicer, subject to the
terms of the Servicing Agreement.


 


9.             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 among any Holder (or the Master Servicer, Special Servicer or Trustee on its behalf)
and any other Holder a partnership, association, joint venture or other entity. Each Holder (or the Master Servicer, Special Servicer
or Trustee on its behalf) shall have no obligation whatsoever to offer to the other Holders the opportunity to purchase notes or
interests relating to any future loans originated by such Holder or any of its Affiliates, and if any Holder chooses to offer to
any of the other Holders, the opportunity to purchase notes or interests in any future mortgage loans originated by such Holder
or its Affiliates, such offer shall be at such purchase price and interest rate as such Holder chooses, in its sole and absolute
discretion. None of the Holders shall have any obligation whatsoever to purchase from any other Holder any notes or interests in
any future loans originated by any other Holder or any of its Affiliates.


 


10.           Not a Security. None of Note A-1 or Note A-2 shall be deemed to be a security within the meaning of the Securities
Act of 1933 or the Securities Exchange Act of 1934.


 


11.           Other Business Activities of the Holders. Each Holder acknowledges that the other Holders may make loans or otherwise
extend credit to, and generally engage in any kind of business with, any Borrower Party Affiliate, and receive payments on such
other loans or


 






     -17-


     


    

 


extensions of credit to any Borrower Party Affiliate and otherwise act with respect thereto freely and without accountability,
but only if none of the foregoing violate the Mortgage Loan Documents, in the same manner as if this Agreement and the transactions
contemplated hereby were not in effect.


 


12.           Transfer
of Notes. (a)  Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether
or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder agrees it shall not
Transfer more than 49% (in the aggregate) of its beneficial interest in its Note, except to a Qualified Transferee, unless (i) prior
to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee (and its
Affiliate) shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after
a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the
related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement,
or (iii) such Transfer is in connection with a sale by a Securitization Trust; provided that if such Transfer is a Transfer
of the Lead Note, such Transfer is to a Qualified Transferee. With respect to any Transfers pursuant to (i) or (ii) above (except
with respect to a Transfer to a Securitization Trust) such transferee must (x) assume in writing the obligations of the transferring
Holder hereunder and agree to be bound by the terms and provisions of this Agreement and, if applicable, the Servicing Agreement
and (y) remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding
the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such
non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that
has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer
all or any portion of its Note to a Borrower or a Borrower Party Affiliate and any such Transfer shall be absolutely null and
void and shall vest no rights in the purported transferee. None of the provisions of this Section 12(a) shall apply in
the case of a sale of Note A-1 together with Note A-2, in accordance with the terms and conditions of the Lead Securitization
PSA.


 


(b)           Except for a Transfer made in connection with a Securitization, or a Transfer made by a Holder to an Affiliate, at least
five (5) days prior to a transfer of any Note, the transferring Holder shall provide to the other Holders and, if any Certificates
are outstanding, to the Rating Agencies, a certification that such transfer will be made in accordance with this Section 12,
such certification to include (1) the name and contact information of the transferee and (2) if applicable, a certification
by the transferee that it is a Qualified Transferee.


 


(c)           The Holders acknowledge and agree that, to the extent specifically required, any Rating Agency Confirmation may be granted
or denied by the Rating Agencies in their sole and absolute discretion and that such Rating Agencies may charge the transferring
Holder customary fees in connection with providing such Rating Agency Confirmation.


 


(d)           Notwithstanding anything to the contrary contained herein, each Holder may pledge or transfer (a “Pledge”)
its Note to any entity (other than a Borrower or any Borrower Party Affiliate) that has extended a credit facility to such Holder
or has entered into a repurchase agreement with such Holder and that, in each case, is either a Qualified Transferee or a financial
institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or


 






     -18-


     


    

 


better by each Rating Agency
(a “Note Pledgee”), or to a Person with respect to which a Rating Agency Confirmation has been obtained, on
terms and conditions set forth in this Section 12(d), it being further agreed that a financing provided by a Note Pledgee
to any Holder or any Affiliate that controls such Holder that is secured by such Holder’s interest in its respective Note
and is structured as a repurchase arrangement, shall qualify as a “Pledge” hereunder on the condition that all applicable
terms and conditions of this Section 12 are complied with. A Note Pledgee that is not a Qualified Transferee may not
take title to a Note without a Rating Agency Confirmation. Upon written notice, if any, by the pledging Holder to the other Holders
and the Servicer that a Pledge has been effected (including the name and address of the applicable Note Pledgee), the other Holders
agree to acknowledge receipt of such notice and thereafter agree: (i) to give such Note Pledgee written notice of any default
by the pledging Holder in respect of its obligations under this Agreement of which default such Holder has actual knowledge and
which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Note
Pledgee a period of ten (10) Business Days to cure a default by the pledging Holder in respect of its obligations to the other
Holders 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 or the Servicing Agreement (if the pledging Holder had the right to consent to such amendment,
modification, waiver or termination pursuant to the terms hereof) 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 and which consent shall
be deemed to be given if Note Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver
or termination within 10 days after request therefor; (iv) that the other Holders shall accept any cure by such Note Pledgee
of any default of the pledging Holder which such pledging Holder has the right to effect hereunder, as if such cure were made by
such pledging Holder; (v) that the other Holders or Servicer 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 the other Holders; and (vi) that, upon written notice (a “Redirection Notice”) to the Servicer by such
Note Pledgee that the pledging Holder is in default beyond any applicable cure periods with respect to the pledging Holder’s
obligations to such Note Pledgee pursuant to the applicable credit agreement or other agreements relating to the Pledge between
the pledging Holder and such Note Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such
Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee (or at any time that pledging Holder otherwise
directs that such payment be made to Note Pledgee pursuant to a separate notice) shall be entitled to receive any payments that
any Servicer would otherwise be obligated to make to the pledging Holder from time to time pursuant to this Agreement or any Servicing
Agreement. Any pledging Holder hereby unconditionally and absolutely releases the other Holders and any Servicer from any liability
to the pledging Holder on account of any Holder’s or Servicer’s compliance with any Redirection Notice believed by
any Servicer or other Holders in good faith to have been delivered by a Note Pledgee. Note Pledgee shall be permitted to exercise
fully its rights and remedies against the pledging Holder (and accept an assignment in lieu of foreclosure as to such collateral),
in accordance with applicable law, the pledge agreement, repurchase agreement or similar agreement between the pledging Holder
and the Note Pledgee and this Agreement. In such event, or if the pledging holder otherwise assigns its interests to the Note Pledgee,
the other Holders and the Servicer shall recognize such Note Pledgee (and any transferee (other than a Borrower or any Borrower
Party Affiliate) that is also a


 






     -19-


     


    

 


Qualified Transferee at any foreclosure or similar sale held by such Note Pledgee or any transfer
in lieu of foreclosure), and such Person’s successor and assigns, as the successor to the pledging Holder’s rights,
remedies and obligations under this Agreement, and any such Note Pledgee or Qualified Transferee shall assume in writing the obligations
of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Note
Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The rights of a Note Pledgee under this Section 12(d)
shall remain effective as to any Holder (and any Servicer) unless and until such Note Pledgee shall have notified such Holder (and
any Servicer, as applicable) in writing that its interest in the pledged Note has terminated.


 


13.           Exercise of Remedies by the Servicer. (a)  Subject to the terms of this Agreement and the Servicing Agreement
and subject to the rights and consents, where required, of the Directing Holder, the Servicer 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 and exclusive authority to (i) modify or waive any of the terms of the Mortgage Loan Documents,
(ii) consent to any action or failure to act by the Borrower or any party to the Mortgage Loan Documents, (iii) vote
all claims with respect to the Mortgage Loan in any bankruptcy, insolvency or other similar proceedings and (iv) to take legal
action to enforce or protect the Holders’ interests with respect to the Mortgage Loan or to refrain from exercising any powers
or rights under the Mortgage Loan Documents, including the right at any time to call or waive any Events of Default, or accelerate
or refrain from accelerating the Mortgage Loan or institute any foreclosure action, and the Holders shall have no voting, consent
or other rights whatsoever with respect to the Servicer’s administration of, or exercise of its rights and remedies with
respect to, the Mortgage Loan other than as provided in the Servicing Agreement. Subject to the terms and conditions of the Servicing
Agreement, the Servicer shall have the sole and exclusive authority to make Property Advances with respect to the Mortgage Loan.
Except as otherwise provided in this Agreement, each Holder agrees that it shall have no right to, and hereby presently and irrevocably
assigns and conveys to the Servicer the rights, if any, that such Holder has to (A) call or cause the Servicer to call an
Event of Default under the Mortgage Loan, or (B) exercise any remedies with respect to the Mortgage Loan or the Borrower,
including, without limitation, filing or causing the Lead Note Holder or such Servicer to file any bankruptcy petition against
the Borrower. Each Holder shall, from time to time, execute such documents as any Servicer shall reasonably require to evidence
such assignment with respect to the rights described in clause (iii) of the first sentence in this Section 13(a).


 


(b)           The Lead Servicer and the related Trustee shall not have any fiduciary duty to the Non-Lead Note Holders in connection with
the administration of the Mortgage Loan (but the foregoing shall not relieve the Lead Servicer and the related Trustee from their
respective obligation under this Agreement and the Servicing Agreement to make any disbursement of funds as set forth herein).


 


(c)           The Holders hereby acknowledge and agree that the Servicing Agreement shall provide that, subject to the satisfaction of
the conditions set forth in the next sentence, upon the Mortgage Loan becoming a Defaulted Mortgage Loan, if the Special Servicer
determines to sell the Defaulted Mortgage Loan (or the Lead Note), it will be required to sell the entire Defaulted Mortgage Loan
as a single whole loan (i.e., both the Lead Note and Non-Lead Note).


 






     -20-


     


    

 


Any such sale of the entire Defaulted Mortgage Loan is subject
to the satisfaction of the following:


 


(i)         
Each Non-Lead Note Holder has provided written consent to such sale; or


 


(ii)        
The Special Servicer has delivered the following notices and information to each Non-Lead Note Holder:


 


(1)          at least 15 Business Days prior written notice of any decision to attempt to sell the Defaulted Mortgage Loan;


 


(2)          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;


 


(3)          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 a Non-Lead Note Holder; and


 


(4)          until the sale is completed and a reasonable period of time (but no less time than is afforded to other offerors and the
Directing Holder) 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.


 


Any Non-Lead Note Holder
may waive any delivery or timing requirements set forth above only for itself. Subject to the foregoing, each of the Lead Note
Holder, the Directing Holder, the Non-Lead Note Holders and the Non-Directing Holders shall be permitted to submit an offer at
any sale of the Defaulted Mortgage Loan (unless such Person is a Borrower or a Borrower Party Affiliate).


 


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


 


(d)          Notwithstanding anything to the contrary contained herein, the exercise by the Servicer on behalf of the Holders of its
rights under this Section 13 shall be subject in all respects to any section of the Servicing Agreement governing REMIC
administration, and in no event shall the Servicer be permitted to take any action or refrain from taking any action if taking


 






     -21-


     


    

 


or failing to take such action, as the case may be, would violate the laws of any applicable jurisdiction, breach the Mortgage
Loan Documents or be inconsistent with the Servicing Standard or violate any other provisions of the Servicing Agreement or violate
the REMIC provisions of the Code or any regulations promulgated thereunder, including, without limitation, the provisions of Section
2(f) of this Agreement.


 


14.           Rights of the Directing Holder. (a) The Directing Holder shall be entitled to exercise the rights and powers granted
to the Directing Holder hereunder and the rights and powers granted to the “Directing Holder,” “Controlling Class
Certificateholder,” “Controlling Class Representative” or similar party under, and as defined in, the Servicing
Agreement with respect to the Mortgage Loan. In addition, the Directing Holder shall be entitled to advise (1) the Special
Servicer with respect to all matters related to a Specially Serviced Mortgage Loan and (2) the Special Servicer with respect
to all matters for which the Master Servicer must obtain the consent or deemed consent of the Special Servicer, and, except as
set forth below (i) the Master Servicer shall not be permitted to take any Major Action unless it has obtained the prior written
consent of the Special Servicer and (ii) the Special Servicer shall not be permitted to consent to the Master Servicer’s
taking any Major Action nor will the Special Servicer itself be permitted to take any Major Action as to which the Directing Holder
has objected in writing within ten (10) Business Days (or 30 days with respect to an Acceptable Insurance Default) after receipt
of the written recommendation and analysis and such additional information requested by the Directing Holder as may be necessary
in the reasonable judgment of the Directing Holder in order to make a judgment with respect to such Major Action. The Directing
Holder may also direct the Special Servicer to take, or to refrain from taking, such other actions with respect to the Mortgage
Loan as the Directing Holder may deem advisable, subject to the terms of the Servicing Agreement.


 


(b)           If
the Directing Holder fails to notify the Special Servicer of its approval or disapproval of any proposed Major Action within ten
(10) Business Days (or 30 days with respect to an Acceptable Insurance Default) after delivery to the Directing Holder by the applicable
Servicer of written notice of a proposed Major Action together with any information requested by the Directing Holder as may be
necessary in the reasonable judgment of the Directing Holder in order to make a judgment, then upon the expiration of such ten
(10) Business Day (or 30 days with respect to an Acceptable Insurance Default) period, such Major Action shall be deemed to have
been approved by the Directing Holder.


 


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


 


(d)           No
objection, direction or advice contemplated by the preceding paragraphs may require or cause the Master Servicer or the Special
Servicer, as applicable, to violate any provision of the Mortgage Loan Documents, applicable law, the Servicing Agreement, this
Agreement, the REMIC provisions of the Code or the Master Servicer or Special Servicer’s obligation to act in accordance
with the Servicing Standard or expose the Master


 






     -22-


     


    

 


Servicer or the Special Servicer to liability, or materially expand the scope
of the Master Servicer’s or the Special Servicer’s responsibilities under the Servicing Agreement.


 


(e)           The
Directing Holder shall have no liability to the other Holders 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 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 Holders agree that the Directing Holder may take or refrain from taking actions, or give or refrain from
giving consents, that favor the interests of one Holder over the other Holder, and that the Directing Holder may have special relationships
and interests that conflict with the interests of another Holder and, absent willful misfeasance, bad faith or gross negligence
on the part of the Directing Holder agree to take no action against the Directing Holder or any of its officers, directors, employees,
principals or agents as a result of such special relationships or interests, and that the Directing Holder will not 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 Holder.


 


15.           Appointment of Special Servicer. Subject to the terms of the Servicing Agreement, the Directing Holder shall have
the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to
the Mortgage Loan and appoint a Qualified Servicer as the replacement Special Servicer in lieu thereof. The Directing Holder shall
designate a Person to serve as Special Servicer by delivering to the other Holders (including, to the extent a Note is included
in a Securitization, the parties to the related PSA) a written notice stating such designation and by satisfying the other conditions
required under the Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required by the terms of
the Servicing Agreement), if any.


 


16.           Rights of the Non-Directing Holders. (a) The Lead Securitization PSA shall provide that the Servicer shall be required:


 


(i)           
to provide copies of the same notices, information and reports that it is required to provide to the Directing Holder pursuant
to the Servicing Agreement with respect to any Major Actions or the implementation of any recommended actions outlined in an Asset
Status Report relating to the Mortgage Loan to the Non-Directing Holders (but without regard to whether or not the Directing Holder
actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time
frame as specified with respect to the Directing Holder (but without regard to whether or not the Directing Holder actually has
lost any rights to receive such information as a result of a Consultation Termination Event), provided, however,
that if a Note has been included in a Non-Lead Securitization transaction, then for any information for which the Special Servicer
would be required to provide to such Non-Directing Holder, the Special Servicer shall provide such notice to the master servicer
of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization
documents; and


 






     -23-


     


    

 


(ii)          
to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information
and reports, such Non-Directing Holder requests consultation with respect to any such Major Action 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-Directing Holder; provided that after the expiration of a period of ten (10) Business Days from the delivery
to each Non-Directing Holder of written notice of a proposed action, together with copies of the notice, information and report
required to be provided to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders,
whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer 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 begin anew from the date of such proposal and delivery of all information relating thereto).


 


(b)           Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major
Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period
if the Servicer determines that immediate action with respect thereto is necessary to protect the interests of the Holders.


 


(c)           In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference
calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master
Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.


 


(d)           In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of
the Non-Directing Holders.


 


(e)           Any Non-Directing Holder that is a Borrower or a Borrower Party Affiliate shall not be entitled to any of the rights set
forth in this Section 16.


 


17.           Advances; Reimbursement of Advances. (a)  From time to time, (i) pursuant to terms of the Servicing
Agreement, the Lead Servicer and/or the related Trustee may be obligated to make (1) Property Advances with respect to the
Mortgage Loan or the Mortgaged Property and (2) P&I Advances with respect to the Lead Note and (ii) pursuant to the
terms of a Non-Lead Servicing Agreement, the related Non-Lead Master Servicer and/or the related Trustee may be obligated to make
P&I Advances with respect to a Non-Lead Note. The Lead Servicer and/or the related Trustee will not be required to make any
P&I Advance with respect to any Non-Lead Note and the related Non-Lead Master Servicer and/or the related Trustee will not
be required to make any P&I Advance with respect to any Lead Note, any other Non-Lead Note or any Property Advance. The Lead
Servicer, each Non-Lead Master Servicer and any Trustee will be entitled to interest on any Advance made in the manner and from
the sources provided in the Note A-1 PSA or the Note A-2 PSA, as applicable.


 






     -24-


     


    

 


(b)           The Lead Servicer and the related Trustee, as applicable, will be entitled to reimbursement for a Property Advance, first
from the Collection Account established with respect to the Mortgage Loan, and then, if such Property Advance is a Nonrecoverable
Advance, if such funds on deposit in the Collection Account are insufficient, from general collections of the Lead Securitization
as provided in the Servicing Agreement.


 


(c)           To the extent amounts on deposit in the Collection Account with respect to the Mortgage Loan are insufficient to reimburse
the Lead Servicer for any Property Advance and/or interest thereon and the Lead Servicer or the related Trustee, as applicable,
obtains funds from general collections of the Lead Securitization as a reimbursement for a Property Advance or interest thereon,
each Non-Lead Note Holder (including any Securitization into which any Non-Lead Note is deposited) shall be required to, promptly
following notice from the Lead Servicer, pay to the Lead Securitization for its pro rata share of such Property Advance
and/or interest thereon at the Reimbursement Rate. In addition, each Non-Lead Note Holder (including any Securitization into which
any Non-Lead Note is deposited) shall promptly reimburse the Lead Servicer or the related Trustee for such Non-Lead 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 Lead Securitization or any of the parties thereto are entitled to be reimbursed pursuant to the terms of the
Servicing Agreement (to the extent amounts on deposit in the Collection Account with respect to the Mortgage Loan are insufficient
for reimbursement of such amounts).


 


(d)           The parties to each of the Note A-1 PSA and the Note A-2 PSA shall each be entitled to make their own recoverability determination
with respect to a P&I Advance based on the information that they have on hand and in accordance with the Note A-1 PSA or the
Note A-2 PSA, as applicable.


 


(e)           If the Lead Servicer or the related Trustee elects to defer the reimbursement of a Property Advance in accordance with the
terms of the Servicing Agreement, the Lead Servicer or the related Trustee shall also defer its reimbursement of each Non-Lead
Note share from the Non-Lead Note Holders.


 


18.           Provisions Relating to Securitization.


 


(a)  New Notes.
For so long as a Note is not included in a Securitization, the Holder of such Note (the “Resizing Holder”) shall
have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes
(“Amended Notes”) or additional notes (“New Notes”) reallocating the principal of the Note
or Notes that it owns (but in no case any Note that it does not then own) among Amended Notes and New Notes or severing a Note
into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal
balance of the Note or Notes being amended or created, provided that (i) the aggregate principal balance of the Amended
Notes and New Notes following such amendments is no greater than the principal balance of the Amended Notes and New Notes prior
to such amendments, (ii) all New Notes continue to have the same interest rate as the Amended Note of which it was a part prior
to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis with the Amended Notes and such reallocated
or component notes shall be automatically subject to the terms of this Agreement and (iv) the


 






     -25-


     


    

 


Resizing Holder holding the New Notes
shall notify each other Holder, as applicable, and, if any other Note has been included in a securitization, the parties under
each applicable PSA, in writing (which may be by email) of such modified allocations and principal amounts. In connection with
the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or
to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders for the purpose of reflecting
such reallocation of principal or such severing of a Note, (2) if a Note is severed into “component” notes, such component
notes shall each have their same rights as the respective original Note, (3) the definition of the term “Securitization”
and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes and (4) if Note
A-1 is severed into “component” notes, another note (or one of the New Notes) may be substituted for Note A-1 in the
definition of “Designated Holder” and “Directing Holder” and the definitions of “Lead Note”
and “Lead Securitization” and “Non-Directing Holder” will be revised accordingly. Neither Rating Agency
Confirmation nor approval of the Directing Holder shall be required for any amendments to this Agreement required to facilitate
the terms of this Section 18(a). The Resizing Holder whose Note is being reallocated or split pursuant to this Section
18(a) shall reimburse the other Holders for all costs and expenses incurred by the other Holders in connection with the reallocation
or split.


 


(b)           The Non-Lead Note Holder agrees that (unless the Non-Lead Note and the Lead Note are included in the same Securitization)
it shall cause the Non-Lead Servicing Agreement to provide as follows:


 


(i)           
the applicable master servicer or Trustee for such Securitization shall be required to notify the master servicer, special
servicer and Trustee of each other Securitization of the amount of any P&I Advance it has made with respect to the Note included
in such Securitization within two Business Days of making such advance;


 


(ii)           if the applicable master servicer, special servicer or Trustee determines that a proposed P&I Advance, if made, or any
outstanding P&I Advance previously made, would be, or is, as applicable, a nonrecoverable advance, the master servicer shall
provide the other servicers written notice of such determination within 2 Business Days after such determination was made;


 


(iii)          in
the event such Non-Lead Note Holder is responsible for its proportionate share of any Nonrecoverable Advances (or any other portion
of a Nonrecoverable Advance) (and advance interest thereon) or other fee or expense pursuant to Section 17, and funds received
with respect to such Non-Lead Note are insufficient to cover such amounts, (x) the related master servicer will be required to
pay the Master Servicer, Special Servicer or Trustee under the Servicing Agreement, as applicable, out of general funds in the
collection account (or equivalent account) established under the related Non-Lead Servicing Agreement and (y) if the Lead Servicing
Agreement permits the Master Servicer, Special Servicer or Trustee under the Servicing Agreement to pay itself from the Lead Securitization
Trust’s general account then the master servicer under the related Non-Lead Servicing Agreement will be required to reimburse
the Lead Securitization Trust out of general funds in the collection account (or equivalent account) established under the related
Non-Lead Servicing Agreement;


 






     -26-


     


    

 


(iv)         each
of the Master Servicer and the Special Servicer shall be indemnified (as and to the same extent the Lead Securitization Trust
is required to indemnify each such party) 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 any PSA that relate solely to its servicing
of the Mortgage Loan, as applicable, and the master servicer under the related Non-Lead Servicing Agreement will be required to
reimburse the Master Servicer, Special Servicer or Trustee under the Servicing Agreement, as applicable, out of general funds
in the collection account (or equivalent account) established under the related Non-Lead Servicing Agreement;


 


(v)          each
of Trustee and the master servicer under the Non-Lead Servicing Agreement, as applicable, shall acknowledge that, (i) each
of the Master Servicer and the Trustee under the Servicing Agreement will be a third party beneficiary under the Non-Lead Servicing
Agreement with respect to any provisions therein relating to (1) the reimbursement of any nonrecoverable advances made with respect
to such Non-Lead Note by the Master Servicer or the Trustee under the Servicing Agreement and (2) as to the Master Servicer only,
the indemnification of the Master Servicer 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 any PSA and relating to such Non-Lead
Note and (ii) the Special Servicer will be a third party beneficiary under the related Non-Lead Servicing Agreement with respect
to any provisions therein relating to (1) the reimbursement of any nonrecoverable advances made with respect to such Non-Lead
Note by the Special Servicer (it being understood that the Special Servicer is not required to make any Advances) and (2) the
indemnification of the Special Servicer 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 any PSA and relating to such Non-Lead
Note; and


 


(vi)         the Master Servicer and the Special Servicer shall be third party beneficiaries of the foregoing provisions.


 


(c)           Notice
to Parties to the Lead Securitization PSA. The Note A-1 Holder shall provide the Depositor, the Trustee, the Servicer, and the
Special Servicer under the Note A-2 PSA (provided such party is not also a party to the Note A-1 PSA) notice of the Note
A-1 Securitization in writing (which may be by email) prior to, or promptly following the Note A-1 Securitization Date. Such notice
shall contain contact information for each of the parties to the Note A-1 PSA and the identity of the Controlling Class Representative
under such Note A-1 PSA. In addition, after the Note A-1 Securitization Date, the Note A-1 Holder shall send a copy of the Note
A-1 PSA to the Depositor, the Servicer, and the Special Servicer under the Note A-2 PSA (provided such party is not also
a party to the Note A-1 PSA).


 


(d)          The Lead Securitization PSA shall:


 


(i)          
provide that the Master Servicer and Trustee for such Securitization shall be required to notify the servicer, special servicer
and Trustee of each other Securitization of the amount of any P&I Advance it has made with respect to the Note included in
such Securitization within two Business Days of making such advance;


 






     -27-


     


    

 


(ii)           provide that if the Master Servicer or Trustee determines that a proposed P&I Advance, if made, or any outstanding P&I
Advance previously made, would be, or is, as applicable, a nonrecoverable advance, the Master Servicer shall provide the other
servicers written notice of such determination within two Business Days after such determination was made;


 


(iii)          provide that the Master Servicer shall remit all payments received (or advanced) with respect to any Non-Lead Note, net
of its Servicing Fee and any other applicable fees and reimbursements payable to the Master Servicer, the Special Servicer and
the Trustee, to the Non-Lead Holder on the applicable Master Servicer Remittance Date; provided, that any late collections
received by the Master Servicer after the related due date under the Mortgage Loan shall be remitted by the Master Servicer in
accordance with Section 18(d)(vii) below;


 


(iv)          provide that the Master Servicer agrees to make available to each master servicer under a Non-Lead Servicing Agreement the
CREFC® Investor Reporting Package® pursuant to the terms of the Servicing Agreement
on a monthly basis on the applicable Master Servicer Remittance Date;


 


(v)          
provide that the Master Servicer, any primary servicer, the Special Servicer and the Trustee for the Lead Securitization,
certificate administrator or other party acting as custodian for the Lead Securitization shall be required to deliver (and shall
be required to cause each other servicer and servicing function participant (within the meaning of Items 1123 and 1122, respectively,
of Regulation AB) retained or engaged by it to deliver), to the parties to any Non-Lead Servicing Agreement, at its own expense,
in a timely manner, the reports, certifications, compliance statements, accountants’ assessments and attestations, information
to be included in reports (including, without limitation, Form 15G, Form 10K, Form 10D, Form 8K), notices, and other materials
specified in each of the other Servicing Agreements as the parties to each Non-Lead Securitization may require in order to comply
with their obligations under the Securities Act of 1933, as amended, Securities Exchange Act of 1934 (including Rule 15Ga-1), as
amended, and Regulation AB, and any other applicable law. Without limiting the generality of the foregoing, each Lead Note Holder
for a Lead Securitization shall provide in a timely manner to the depositor and the Trustee for any prior Securitization a copy
of the Lead Securitization PSA and each Lead Servicer (at the expense of the Lead Note Holder) will be required, upon prior written
request, to provide to the depositor and the Trustee for any prior Securitization any other information required to comply in a
timely manner with applicable filing requirements under Items 1.01 and 6.02 of Form 8-K, any other disclosure information required
pursuant to Regulation AB in a timely manner for inclusion in any disclosure document (and, with respect to the Servicing Agreement,
for filing under Form 8-K), and with respect to the Lead Servicers (at the expense of the requesting party), upon prior written
request, market indemnification agreements, opinions and Regulation AB compliance letters as were or are being delivered with respect
to the Lead Securitization. To the extent a Lead Servicer (or a primary or sub-servicer servicing the Mortgage Loan pursuant to
the Servicing Agreement) is required by a Non-Lead Securitization party to deliver disclosure information pursuant to Regulation
AB in a future Securitization and, if such Lead


 






     -28-


     


    

 


Servicer is not also the Non-Lead Master Servicer, the applicable special servicer
or other party to the related Non-Lead Servicing Agreement, or a primary servicer who is a servicing function participant, or an
Affiliate of the Mortgage Loan Seller or material relationship in connection with such future Securitization, and therefore is
not already providing such information in connection with the future Securitization, the Mortgage Loan Seller shall be responsible
for costs related to compliance with the related requirements of Regulation AB. As used in this Agreement, “Regulation AB”
means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§  229.1100-229.1125, as such
may be amended from time to time, and subject to such clarification and interpretation as have been provided by the United States
Securities and Exchange Commission (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. The Master Servicer, any primary servicer and the Special Servicer, upon prior written request, shall each be required
to provide certification and indemnification to each Certifying Person with respect to the Sarbanes-Oxley Certification (or analogous
terms) as such terms are defined in the related Non-Lead Servicing Agreements;


 


(vi)          provide that the servicing duties of each of the Master Servicer and Special Servicer under the Servicing Agreement shall
include the duty to service each Non-Lead Note on behalf of the related Trustees and related Certificate holders in accordance
with the terms and provisions of this Agreement;


 


(vii)         provide that, with respect to any/each Non-Lead Note, the Master Servicer shall withdraw from the related Collection Account
and remit to the Holder of the Non-Lead Note, within one (1) Business Day of receipt of properly identified and available funds,
any amounts that represent late collections or principal prepayments on such Non-Lead Note or any successor REO Property with respect
thereto (exclusive of any portion of such amount payable or reimbursable to any third party in accordance with this Agreement),
unless such amount would otherwise be included in the monthly remittance to the Holder of such Non-Lead Note for such month; provided,
however, that to the extent any such amounts are received after 3:00 p.m. Eastern time on any given Business Day, the Master
Servicer shall use commercially reasonable efforts to remit later collections to the Non-Lead Master Servicer within one Business
Day of receipt of properly identified and available funds but, in any event, the Master Servicer shall remit such amounts within
two Business Days of receipt of properly identified funds;


 


(viii)        provide that the Non-Lead Note Holders are intended third-party beneficiaries in respect of the rights afforded it under
the Servicing Agreement and each master servicer under a Non-Lead Servicing Agreement will be entitled to enforce the rights of
the related Trustee with respect to such Non-Lead Note under this Agreement and the Servicing Agreement;


 


(ix)          provide that each master servicer and special servicer under any Non-Lead Servicing Agreement shall be a third-party beneficiary
of the Servicing Agreement with respect to all provisions therein expressly relating to compensation, reimbursement or


 






     -29-


     


    

 


indemnification
of such master servicer or special servicer, as the case may be, and the provisions regarding coordination of Advances;


 


(x)           provide that it shall not be amended in a manner that materially and adversely affects the rights of the Non-Lead Note Holders
without their consent;


 


(xi)          satisfy Moody’s rating methodology as of the Closing Date of the Lead Securitization related to permitted investments
and eligible accounts applicable to securities rated “Aaa” by Moody’s;


 


(xii)         provide that, in connection with (A) any amendment of the Servicing Agreement, a party to such Servicing Agreement is required
to provide a copy of the executed amendment to the depositor under each related Non-Lead Servicing Agreement and one or more parties
to the related Non-Lead Servicing Agreement (which may be by e-mail), together with a copy of such amendment in electronic format,
no later than the effective date of such amendment, and (B) the termination, resignation and/or replacement of the Master Servicer
or Special Servicer under the Servicing Agreement, the replacement “master servicer” or replacement “special
servicer”, as applicable, is required to provide to the depositor under each related Non-Lead Servicing Agreement and one
or more parties to the related Non-Lead Servicing Agreement all disclosure about itself that is required to be included in Form
8-K no later than the date of effectiveness thereof;


 


(xiii)        provide that “servicer termination events” (or any analogous term under the Servicing Agreement) include customary
market termination events with respect to failure to make advances, failure to remit payments to the Non-Lead Note Holders as required,
failure to deliver (or cause to be delivered) materials or information required in order for the Non-Lead Note Holders or the depositor
under a related Non-Lead Servicing Agreement to timely comply with its obligations under the Securities Exchange Act of 1934, as
amended, the Securities Act of 1933, as amended, or Form SF-3, and for rating agency triggers with respect to any Certificates,
subject to customary grace periods (provided that, in the case of failures related to the securities laws, such grace periods will
not cause a depositor under a Non-Lead Servicing Agreement to fail to comply with the applicable provisions of such securities
laws); and


 


(xiv)        provide that if a Non-Lead Note becomes the subject of an “asset review” under a Non-Lead Servicing Agreement,
the applicable parties to the Servicing Agreement are required to reasonably cooperate with the related asset representations reviewer
and other applicable party to such Non-Lead Servicing Agreement in connection with such asset review, including with respect to
providing access to related underlying documents to the extent the asset representations reviewer and any such other applicable
party to the Non-Lead Servicing Agreement has not obtained such documents from the related Non-Lead Note Holder and such documents
are in the possession of the applicable party to the Servicing Agreement.


 


19.          Governing Law; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED
TO THIS


 






     -30-


     


    

 


AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND
DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT
TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.


 


20.           Modifications. This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed
by the parties hereto. Additionally, from and after a Securitization, except to cure any ambiguity or to correct any error or as
set forth in Section 18(a), this Agreement may not be modified unless a Rating Agency Confirmation has been delivered with
respect to each Securitization.


 


21.           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. Each of the Master Servicer, Non-Lead Master Servicer and related
Trustee is an intended third-party beneficiary of this Agreement. Except as provided in Section 5 and the preceding
sentence, none of the provisions of this Agreement shall be for the benefit of or enforceable by any Person not a party hereto.


 


22.           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 as effective as delivery of a manually executed original counterpart of this
Agreement


 


23.           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.


 


24.           Notices. Unless stated otherwise, all notices required hereunder shall be given by (i) telephone (confirmed
in writing) or shall be in writing and personally delivered, (ii) sent by facsimile transmission or email if the sender on
the same day sends a confirming copy of such notice by reputable overnight delivery service (charges prepaid), (iii) reputable
overnight delivery service (charges prepaid) or (iv) certified United States mail, postage prepaid return receipt requested,
and addressed to the respective parties at their addresses set forth on Exhibit B hereto, or at such other address
as any party shall hereafter inform the other party by written notice given as aforesaid. All written notices so given shall be
deemed effective upon receipt.


 


25.           Custody of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than Note A-1) will
be held by the Note A-2 Trustee (or by a


 






     -31-


     


    

 


custodian on its behalf) under the terms of the Note A-2 PSA on behalf of all of the Holders
until the Note A-1 Securitization Date, at which time the originals of all of the Mortgage Loan Documents (other than Note A-2)
will be transferred to and held by the Note A-1 Trustee (or by a custodian on its behalf) on behalf of all of the Holders.


 


[NO FURTHER TEXT ON THIS PAGE]


 






     -32-


     


    

 


IN WITNESS WHEREOF, each
of the Note A-1 Holder and the Note A-2 Holder has caused this Agreement to be duly executed as of the day and year first above
written.


 


	 	Note A-1 Holder:
	 	 
	 	CANTOR COMMERCIAL REAL ESTATE LENDING, L.P.
	 	 	 
		By:	/s/ Anthony Orso
	 	 	Name: Anthony Orso
	 	 	Title: CEO-CCRE



 


UBS
2017-C5 – CCRE Hyatt Regency Princeton Co-Lender Agreement


 




     


     


    

 





	 	Note A-2 Holder:
	 	 
	 	CANTOR COMMERCIAL REAL ESTATE LENDING, L.P.
	 	 	 
		By:	/s/ Anthony Orso
	 	 	Name: Anthony Orso
	 	 	Title: CEO-CCRE


 


UBS
2017-C5 – CCRE Hyatt Regency Princeton Co-Lender Agreement


 




     


     


    

 


EXHIBIT A


 


MORTGAGE LOAN SCHEDULE


 


A.       Description of Mortgage
Loan


 


	Borrowers:	AVR Princeton Hotel I LLC, AVR Princeton Hotel II LLC, and AVR Princeton Tenant LLC, jointly and severally
	Mortgage Loan Origination Date:  	June 27, 2017
	Initial Principal Amount of Mortgage Loan:	$33,000,000
	Co-Lender Closing Date Mortgage Loan Principal Balance:	$33,000,000
	Location of Mortgaged Property:	Princeton, New Jersey
	Current Use of Mortgaged Property:	Hotel
	Mortgage Interest Rate:	
        Note A-1:          4.551% 

        Note A-2:          4.551% 

	Maturity Date:	July 6, 2027



 


    A-3


     


    

 


B.       Description of Notes


 


	Mortgage Loan Origination Date:	June 27, 2017
	Initial Note A-1 Principal Balance:	$18,000,000
	Initial Note A-2 Principal Balance:	$15,000,000
	Initial Note A-1 Percentage Interest:	54.55%
	Initial Note A-2 Percentage Interest:	45.45%
	Note A-1 Interest Rate:	4.551%
	Note A-2 Interest Rate:	4.551%
	Note A-1 Default Interest Rate:	Lesser of (a) the maximum rate permitted by law or (b) five percent (5%) above the Note A-1 Interest Rate
	Note A-2 Default Interest Rate:	Lesser of (a) the maximum rate permitted by law or (b) five percent (5%) above the Note A-2 Interest Rate





 






    A-4


     


    

 


EXHIBIT B


 


Note A-1 Holder and Note A-2 Holder:


 


Cantor Commercial Real Estate Lending,
L.P.

110 East 59th Street, 6th Floor

New York, New York 10022

Attention: Legal Department

Facsimile No.: (212) 610-3623

E-Mail: legal@ccre.com


 


with a copy to:


 


Cadwalader, Wickersham & Taft
LLP

200 Liberty Street

New York, New York 10281

Attention: Lisa Pauquette, Esq.

Facsimile No.: (212) 504-6666

E-Mail: lisa.pauquette@cwt.com


 




    B-1


     


    

 


EXHIBIT C


 


PERMITTED FUND MANAGERS


 


Westbrook Partners





iStar Financial Inc.





Capital Trust





Archon Capital, L.P.





Whitehall Street Real Estate Fund, L.P.





The Blackstone Group





Normandy Real Estate Partners





Dune Real Estate Partners





AllianceBernstein





Rockwood





RREEF Funds





Hudson Advisors





Artemis Real Estate Partners





Apollo Real Estate Advisors





Colony Capital, Inc.





Praedium Group





Fortress Investment Group, LLC





Lonestar Opportunity Funds





Clarion Partners





Walton Street Capital, LLC





Starwood Financial Trust





BlackRock, Inc.





Eightfold Real Estate Capital, L.P.





Raith Capital Partners, LLC





Rialto Capital Management, LLC





KKR Real Estate Finance Manager LLC





Rialto Capital Advisors, LLC


 








    D-1