Exhibit 4.13


 





EXECUTION
VERSION


 


AGREEMENT
BETWEEN NOTE HOLDERS



 


Dated
as of October 19, 2017



by and between


 

BARCLAYS BANK PLC

(Initial Note A-1 Holder),


 


and


 


BARCLAYS
BANK PLC

(Initial Note A-2 Holder)


 


ONE
CENTURY PLACE


 




     


     


    

 


TABLE
OF CONTENTS


 





	 	 	Page
	 	 	 
	Section 1	Definitions	2
	Section 2	Servicing of the Mortgage Loan	16
	Section 3	Priority of Payments	21
	Section 4	Workout	22
	Section 5	Administration of the Mortgage Loan	22
	Section 6	Rights of the Controlling Note Holder	27
	Section 7	Appointment of Special Servicer	29
	Section 8	Payment Procedure	30
	Section 9	Limitation on Liability of the Note Holders	31
	Section 10	Bankruptcy	32
	Section 11	Representations of the Note Holders	32
	Section 12	No Creation of a Partnership or Exclusive Purchase
    Right	33
	Section 13	Other Business Activities of the Note Holders	33
	Section 14	Sale of the Notes	33
	Section 15	Registration of the Notes and Each Note Holder	36
	Section 16	Governing Law; Waiver of Jury Trial	36
	Section 17	Submission To Jurisdiction; Waivers	40
	Section 18	Modifications	37
	Section 19	Successors and Assigns; Third Party Beneficiaries	38
	Section 20	Counterparts	38
	Section 21	Captions	38
	Section 22	Severability	38
	Section 23	Entire Agreement	38
	Section 24	Withholding Taxes	38
	Section 25	Custody of Mortgage Loan Documents	39
	Section 26	Cooperation in Securitization	40
	Section 27	Notices	41
	Section 28	Broker	41
	Section 29	Certain Matters Affecting the Agent	41
	Section 30	Reserved	45
	Section 31	Resignation of Agent	41
	Section 32	Resizing	42










 






    -i- 


     


    

 


This
AGREEMENT BETWEEN NOTE HOLDERS (“Agreement”), dated as of October 19, 2017, by and between BARCLAYS BANK PLC
(“Barclays” and together with its successors and assigns in interest, in its capacity as initial owner of Note
A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”)
and BARCLAYS BANK PLC (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2, the
“Initial Note A-2 Holder” and together with the Initial Note A-1 Holder, the “Initial Note Holders”).


 


W I T N E S S E T H:


 


WHEREAS,
pursuant to the Mortgage Loan Agreement (as defined herein), Barclays originated a certain loan (the “Mortgage Loan”)
described on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to SCUS
OCP LLC (the “Mortgage Loan Borrower”), which is evidenced, inter alia, by (i) one promissory note in
the original principal amount of $44,000,000 (as amended, modified or supplemented, “Note A-1”) made by the
Mortgage Loan Borrower in favor of the Initial Note A-1 Holder and (ii) one promissory note in the original principal amount of
$22,300,000 (as amended, modified or supplemented, “Note A-2”, and, together with Note A-1 the “Notes”)
made by the Mortgage Loan Borrower in favor of the Initial Note A-1 Holder and the Initial Note A-2 Holder, each secured by a
first mortgage (as amended, modified or supplemented, the “Mortgage”) on certain real property located as described
on the Mortgage Loan Schedule (the “Mortgaged Property”); and


 


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


 


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


 


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


 


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


 


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


 


“Agent
Office” shall mean the designated office of the Agent, which office initially shall be the office of the Initial Note
A-1 Holder listed on Exhibit B hereto and, after the


 



     1


     


    

 


Securitization
Date, shall be the office of the Master Servicer. The Agent Office is the address to which notices to and correspondence with
the Agent should be directed. The Agent may change the address of its designated office by notice to the Note Holders.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     -2-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     -3-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Lead
Securitization” shall mean the Note A-1 Securitization; provided that, if the Note A-2 Securitization occurs
prior to the Note A-1 Securitization, then the Note A-2


 



     -4-


     


    

 


Securitization
shall be the Lead Securitization until such time as the Note A-1 Securitization occurs.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Mortgage
Loan Agreement” shall mean the Loan Agreement, dated as of October 19, 2017, between the Mortgage Loan Borrower, as
borrower, and Barclays Bank PLC, as lender, as the same may be further amended, restated, supplemented or otherwise modified from
time to time, subject to the terms hereof.


 


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


 






     -5-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



     -6-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     -7-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     -8-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     -9-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(b)          
one or more of the following:


 


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


 


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


 






     -10-


     


    

 


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


 


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


 


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


 


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


 



     -11-


     


    

 


clause (y) may
be satisfied by a general partner, managing member, or the fund manager responsible for the day-to-day management and operation
of such entity; or


 


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


 


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


 


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


 


“Rating
Agency Confirmation” shall mean, with respect to any Securitization, a confirmation in writing (which may be in electronic
form) by each of the applicable Rating Agencies for such Securitization that a proposed action, failure to act or other event
so specified will not, in and of itself, result in the downgrade, withdrawal or qualification of the then current rating assigned
to any class of securities of such Securitization (if then rated by such Rating Agency); provided that a written waiver
or other acknowledgment from any such Rating Agency indicating its decision not to review the matter for which the Rating Agency
Confirmation is sought shall be deemed to satisfy the requirement for the Rating Agency Confirmation from such Rating Agency with
respect to such matter. If no such securities are outstanding with respect to any Securitization, any action that would otherwise
require a Rating Agency Confirmation shall instead require the consent of the Note A-1 Holder, which consent shall not be unreasonably
withheld, conditioned or delayed.


 


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


 


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


 






     -12-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     -13-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



     -14-


     


    

 


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


 


Section
2.           Servicing of the Mortgage Loan.


 


(a)           Each
Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and
after the Securitization Date by the Master Servicer and the Special Servicer pursuant to the terms of this Agreement and the
Lead Securitization Servicing Agreement; provided that the Master Servicer shall not be obligated to advance monthly payments
of principal or interest in respect of any Note other than the Lead Securitization Note if such principal or interest is not paid
by the Mortgage Loan Borrower but shall be obligated to make Servicing Advances, subject to the terms of the Lead Securitization
Servicing Agreement. The Lead Securitization Servicing Agreement shall contain terms and conditions that are customary for securitization
transactions involving assets similar to the Mortgage Loan and that are otherwise (i) required by the Code relating to the tax
elections of any Securitization Trust, (ii) required by law or changes in any law, rule or regulation and (iii) generally required
by the Rating Agencies in connection with the issuance of ratings in securitizations similar to the Securitizations. Each Note
Holder acknowledges that each other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and
agrees that it will, subject to Section 26 hereof, reasonably cooperate with such other Note Holder, at such other
Note Holder’s expense, to effect such Securitization. Subject to the terms and conditions of this Agreement, each Note Holder
hereby irrevocably and unconditionally consents to the appointment of the Master Servicer and the Trustee under the Lead Securitization
Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Controlling Note Holder and agrees to
reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance
with the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints the Master Servicer, the Special Servicer and
the Trustee in the Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required
with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement
(subject at all times to the rights of the Note Holder set forth herein and in the Lead Securitization Servicing Agreement). In
no event shall the Lead Securitization Servicing Agreement require the Servicer to enforce the rights of any Note Holder against
any other Note Holder or limit the Servicer in enforcing the rights of one Note Holder against any other Note Holder; however,
this statement shall not be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder,
and is subject in all respects to Section 6.04 of the Lead Securitization Servicing Agreement. Each Servicer shall be required
pursuant to the Lead Securitization Servicing Agreement to service the Mortgage Loan in accordance with the Servicing Standard,
the terms of the Mortgage Loan Documents, the Lead Securitization Servicing Agreement and applicable law, and shall not take any
action or refrain from taking any action or follow any direction inconsistent with the foregoing.


 


At
any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Note
Holders agree to cause the Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note
Holders, pursuant to a servicing agreement that has servicing terms substantially similar to the Lead


 



     -15-


     


    

 


Securitization
Servicing Agreement and all references herein to the “Lead Securitization Servicing Agreement” shall mean such subsequent
servicing agreement; provided, that if the Non-Lead Securitization Note is in a Securitization, then a Rating Agency Confirmation
shall have been obtained from each other Rating Agency with respect to the securities issued in connection with such securitization
for the Non-Lead Securitization Note regarding any servicer(s) to be appointed under such replacement servicing agreement that
does not have the Required Special Servicer Rating for such Rating Agency and that would not otherwise meet the conditions to
be a servicer under the Lead Securitization Servicing Agreement that is being replaced; provided, further, that
until a replacement servicing agreement has been entered into, the Lead Securitization Note Holder shall cause the Mortgage Loan
to be serviced pursuant to the provisions of the Lead Securitization Servicing Agreement, as if such agreement were still in full
force and effect with respect to the Mortgage Loan, by the applicable Servicer in the Lead Securitization or by any Person appointed
by the Lead Securitization Note Holder that is a servicer meeting the requirements of a master servicer under the Lead Securitization
Servicing Agreement and, in the case of the Special Servicer, that meets the Required Special Servicer Rating for each Rating
Agency then rating securities of the Non-Lead Securitization.


 


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


 


In
addition, the Non-Lead Securitization Note Holder (including, but not limited to, the Securitization Trust into which the Non-Lead
Securitization Note is deposited) shall be required to, promptly following notice from the Master Servicer, reimburse the Lead
Securitization for the Non-Lead Securitization Note Holder’s pro rata share of any fees, costs or expenses incurred
in connection with the servicing and administration of the Mortgage Loan as to which the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee,


 



     -16-


     


    

 


the
Operating Advisor or the Depositor, as applicable, is entitled to be reimbursed pursuant to the Lead Securitization Servicing
Agreement, to the extent amounts on deposit in the Companion Distribution Account are insufficient for reimbursement of such amounts.
The Non-Lead Securitization Note Holder shall indemnify (as and to the same extent the Lead Securitization Trust is required to
indemnify each of the following parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms
of the Lead Securitization Servicing Agreement) each of the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee, the Operating Advisor and the Depositor (and any director, officer, employee or agent of any of the foregoing, to
the extent such parties are identified as indemnified parties in the Lead Securitization Servicing Agreement in respect of other
mortgage loans) (the “Indemnified Parties”) against any claims, losses, penalties, fines, forfeitures, legal
fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with servicing and
administration of the Mortgage Loan (or, with respect to the Operating Advisor, incurred in connection with the provision of services
for the Mortgage Loan) under the Lead Securitization Servicing Agreement (collectively, the “Indemnified Items”)
to the extent of its pro rata share of such Indemnified Items, and to the extent amounts on deposit in the Companion Distribution
Account or Collection Account, as applicable, are insufficient for reimbursement of such amounts, the Non-Lead Securitization
Note Holder shall be required to, promptly following notice from the Master Servicer, the Special Servicer or the Trustee, reimburse
each of the applicable Indemnified Parties for its pro rata share of the insufficiency; provided, however,
that the Non-Lead Securitization Note Holder’s duty to pay Indemnified Items to the Operating Advisor shall be subject to
any limitations and conditions (including limitations and conditions with respect to the timing of such payments and the sources
of funds for such payments) as may be set forth from time to time in the related Non-Lead Securitization Servicing Agreement.


 


The
Non-Lead Master Servicer (or if not made by such Non-Lead Master Servicer, the related Non-Lead Trustee) may be required to make
P&I Advances on the related Non-Lead Securitization Note, from time to time, subject to the terms of the related servicing
agreement for the related Securitization (each such agreement, a “Non-Lead Securitization Servicing Agreement”),
the Lead Securitization Servicing Agreement and this Agreement. The Master Servicer, the Special Servicer and the Trustee, as
applicable, shall each be entitled to make its own recoverability determination with respect to a P&I Advance to be made on
the Lead Securitization Note based on the information that it has on hand and in accordance with the Lead Securitization Servicing
Agreement. The Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Trustee under the related Non-Lead Securitization
Servicing Agreement, as applicable, shall be entitled to make its own recoverability determination with respect to a P&I Advance
to be made on the related Non-Lead Securitization Note based on the information that it has on hand and in accordance with the
Non-Lead Securitization Servicing Agreement. The Master Servicer and the Trustee, as applicable, and the Non-Lead Master Servicer
or Non-Lead Trustee shall be required to notify the other of the amount of its P&I Advance within two Business Days of making
such advance. If the Master Servicer, the Special Servicer or the Trustee, as applicable (with respect to the Lead Securitization
Note) or the Non-Lead Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee, as applicable (with respect to the Non-Lead
Securitization Note), determines that a proposed P&I Advance, if made, would be non-recoverable or an outstanding P&I
Advance is or would be non-recoverable, or if the Master Servicer, the Special Servicer or the Trustee, as applicable,


 



     -17-


     


    

 


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


 


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


 


(i)            the
Master Servicer shall remit all payments received with respect to the Non-Lead Securitization Note, net of the servicing fees
payable to the Master Servicer and Special Servicer with respect to the Non-Lead Securitization Note, and any other applicable
fees and reimbursements payable to the Master Servicer, the Special Servicer and the Trustee, to the related Non-Lead Securitization
Note Holder by the earlier of (x) the Master Servicer Remittance Date (as defined in the Lead Securitization Servicing Agreement)
and (y) the Business Day following the “determination date” (or any term substantially similar thereto) as defined
in the related Non-Lead Securitization Servicing Agreement (such determination date, the “Non-Lead Securitization Determination
Date”), in each case as long as the date on which remittance is required under this clause (i) is at least one business
day after the scheduled monthly payment date under the Mortgage Loan Agreement, provided, that any late collections received by
the Master Servicer after the related due date under the Mortgage Loan shall be remitted by the Master Servicer in accordance
with clause (c)(xiii) below;


 


(ii)           with
respect to the Non-Lead Securitization Note that is held by a Securitization, the Master Servicer agrees to deliver or cause to
be delivered or to make available to the related Non-Lead Master Servicer all reports required to be delivered by the Master Servicer
to the Certificate Administrator and the Trustee under the Lead Securitization Servicing Agreement (which shall include all loan-level
reports constituting the CREFC® Investor Reporting Package (IRP)) pursuant to the terms of the Lead Securitization Servicing
Agreement, to the extent related to the Mortgage Loan, the Mortgaged Property, the related Non-Lead Securitization Note, the Master
Servicer, the


 



     -18-


     


    

 


Special
Servicer, the Certificate Administrator or the Trustee, by the earlier of (x) the Master Servicer Remittance Date and (y) the
Business Day following the related Non-Lead Securitization Determination Date, in each case so long as the date on which delivery
is required under this clause (ii) is at least one business day after the scheduled monthly payment date under the Mortgage Loan
Agreement;


 


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


 


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


 


(v)        
with respect to the Non-Lead Securitization that is subject to reporting requirements under the Securities Act, the Exchange Act
(including Rule 15Ga-1), and Regulation AB, (a) the Master Servicer, any primary servicer, the Special Servicer, the Trustee,
the Certificate Administrator or other party acting as custodian for the Lead Securitization shall be required to deliver (and
shall be required to cause each other servicer and servicing function participant (within the meaning of Items 1123 and 1122,
respectively, of Regulation AB) retained or engaged by it to deliver; provided that such party shall only be required to use commercially
reasonable efforts to cause a Mortgage Loan Seller Sub-Servicer to deliver), in a timely manner (i) the reports, certifications,
compliance statements, accountants’ assessments and attestations, and information to be included in reports (including,
without limitation, Form ABS-15G, Form 10-K, Form 10-D and Form 8-K), and (ii) upon request, any other materials specified in
the related Non-Lead Securitization Servicing Agreement, in the case of clauses (i) and (ii), as the Non-Lead Depositor or Non-Lead
Trustee reasonably believes, in good faith, are required in order for such Non-Lead Depositor or Non-Lead Trustee to comply with
its obligations


 



     -19-


     


    



under the Securities Act, the Exchange Act (including Rule 15Ga-1), Regulation AB and Form SF-3, (b) without limiting the generality
of the foregoing (x) the Depositor or the related Note Holder shall provide or cause to be provided to the Non-Lead Depositor
(and to counsel to such Non-Lead Depositor) and the Non-Lead Trustee (1) written notice (which may be by email) in a timely manner
(but no later than three (3) Business Days prior to closing) of the occurrence of such Securitization, and (2) no later than the
closing date of such Securitization, a copy of the Lead Securitization Servicing Agreement in an EDGAR-compatible format, and
(y) the Master Servicer and Special Servicer (or any replacement Master Servicer or Special Servicer, as applicable) shall, upon
reasonable prior written request, and subject to the right of the Master Servicer or the Special Servicer, as the case may be,
to review and approve such disclosure materials, permit a holder of the Non-Lead Securitization Note to use such party’s
description contained in the Lead Securitization prospectus (updated as appropriate by the Master Servicer or Special Servicer,
as applicable, at the cost of the related Non-Lead Sponsor) (or, in the case of a replacement Special Servicer, contained in a
Lead Securitization Form 8-K), for inclusion in the disclosure materials (or, in the case of a replacement Special Servicer, for
inclusion in a Form 8-K) relating to any securitization of the Non-Lead Securitization Note, and (z) the Master Servicer and the
Special Servicer (or any replacement Master Servicer or Special Servicer, as applicable), shall provide indemnification agreements,
opinions and Regulation AB compliance letters as were or are being delivered with respect to the Lead Securitization (in each
case, at the cost of the related Non-Lead Sponsor), and (c) in connection with any amendment of the Lead Securitization Servicing
Agreement, the Depositor shall provide written notice (which may be by email) of such proposed amendment to the Non-Lead Depositor
and Non-Lead Certificate Administrator no later than three (3) Business Days prior to the date of effectiveness of such amendment,
and, on the date of effectiveness of such amendment to the Lead Securitization Servicing Agreement, provide a copy of such amendment
in an EDGAR-compatible format to the Non-Lead Depositor and Non-Lead Trustee. The Master Servicer and the Special Servicer shall
each be required to provide certification and indemnification to any Certifying Person with respect to any applicable Sarbanes-Oxley
Certification with respect to the Non-Lead Securitization;


 


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


 



     -20-


     


    

 


Commission
therewith shall be promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from such Non-Lead
Depositor;


 


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


 


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


 


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


 


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


 


(xi)         Servicer
Termination Events with respect to the Master Servicer and the Special Servicer shall include: (i) solely with respect to the
Master Servicer, the failure to timely remit payments to the Non-Lead Securitization Note Holder, which failure continues unremedied
for one (1) Business Day following the date on which such payment was to be made; (ii) solely with respect to the Special Servicer,
the failure to deposit into any REO Account any amount required to be so deposited within two (2) Business Days after the date
such deposit was to be made, or the failure to remit to the Master Servicer for deposit into the Collection Account or the related
Companion Distribution Account, as applicable, any amount required to be so remitted by the Special Servicer within one (1) Business
Day after the date such remittance was to be made; (iii) the qualification, downgrade or withdrawal, or placing on “watch
status” in contemplation of a rating downgrade or withdrawal of the ratings of any class of certificates issued in connection
with the Non-Lead Securitization by the rating agencies rating such securities (and such qualification, downgrade, withdrawal
or “watch status” placement shall not have been withdrawn by such rating agencies within sixty (60) days of actual
knowledge of such event by the Master Servicer or the Special Servicer, as the case may be), and publicly citing servicing concerns
with the Master Servicer or Special Servicer, as applicable, as the sole or a material factor in such rating action; and (iv)
the failure to provide to the Non-Lead Securitization Note Holder (if and to the extent


 



     -21-


     


    

 


required
under the related Non-Lead Securitization) reports required under the Exchange Act, and the rules and regulations thereunder,
in a timely fashion. Upon the occurrence of such a Servicer Termination Event with respect to the Master Servicer affecting the
Non-Lead Securitization Note Holder and the Master Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing
Agreement, the Trustee shall, upon the direction of the Non-Lead Securitization Note Holder, require the appointment of a subservicer
with respect to the Non-Lead Securitization Note. Upon the occurrence of a Servicer Termination Event with respect to the Special
Servicer affecting the Non-Lead Securitization Note Holder and the Special Servicer is not otherwise terminated pursuant to the
Lead Securitization Servicing Agreement, the Trustee shall, upon direction of the Non-Lead Securitization Note Holder, terminate
the Special Servicer with respect to, but only with respect to, the Mortgage Loan;


 


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


 


(xiii)           any
late collections received by the Master Servicer from the Mortgage Loan Borrower that are allocable to the Non-Lead Securitization
Note or reimbursable to the related Non-Lead Master Servicer or the related Non-Lead Trustee shall be remitted by the Master Servicer
to the related Non-Lead Master Servicer within one (1) Business Day of receipt of properly identified and available funds constituting
such late collections; provided, however, that to the extent any such amounts are received after 3:00 p.m. Eastern time on any
given Business Day, the Master Servicer shall use commercially reasonable efforts to remit such late collections to the related
Non-Lead Master Servicer within one (1) Business Day of receipt of properly identified and available funds but, in any event,
the Master Servicer shall remit such amounts within two (2) Business Days of receipt of properly identified and available funds;


 


(xiv)           if
the Non-Lead Securitization Note becomes the subject of an Asset Review pursuant to the related Non-Lead Securitization Servicing
Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the related
Non-Lead Asset Representations Reviewer in connection with such Asset Review by providing such Non-Lead Asset Representations
Reviewer with any documents reasonably requested by such Non-Lead Asset Representations Reviewer, but only to the extent (x) such
documents are in the possession of the Master Servicer, the


 



     -22-


     


    

 


Special
Servicer, the Trustee or the Custodian, as the case may be, and (y) such Non-Lead Asset Representations Reviewer has not been
able to obtain such documents from the related mortgage loan seller;


 


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


 


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


 


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


 


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


 


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


 


     -23-


     


    

 


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


 


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


 


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


 


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


 



     -24-


     


    

 


Servicer acting
on its behalf) shall be delivered to the related Non-Lead Master Servicer and related Non-Lead Special Servicer (who then may
forward such items to the party entitled to receive such items as and to the extent provided in the related Non-Lead Securitization
Servicing Agreement) and, when so delivered to such related Non-Lead Master Servicer and such related Non-Lead Special Servicer,
the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have
satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement.


 


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


 


(g)       If
Note A-1 is not the first Note to be deposited into the Lead Securitization, the Note A-1 Holder shall give each of the parties
to the Lead Securitization (that will not also be a party to the Note A-1 PSA) and the Non-Controlling Note Holder Representative
under the Lead Securitization Servicing Agreement notice of the Note A-1 Securitization in writing (which may be by e-mail) not
less than 5 business days’ prior to the Note A-1 Securitization Date. Such notice shall contain contact information for
each of the parties to the Note A-1 PSA. In addition, after the Note A-1 Securitization Date, the Note A-1 Holder shall send a
copy of the Note A-1 PSA to each of the parties to the Note A-2 PSA.


 


Section
3.          Priority of Payments.


 


(a)       Each
Note shall be of equal priority, and no portion of any Note shall have priority or preference over any portion of any other Note
or security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect
to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received
in the form of Periodic Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or
other collateral or instrument securing the Mortgage Loan or Insurance Proceeds and Condemnation Proceeds (other than proceeds,
awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower
in accordance with the terms


 



     -25-


     


    

 


of the Mortgage Loan Documents) shall be applied by the Lead Securitization Note Holder (or its designee)
to the Notes on a Pro Rata and Pari Passu Basis; provided, that (x) all amounts for required reserves or escrows required by the
Mortgage Loan Documents to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of
property protection expenses or Servicing Advances then due and payable or reimbursable to the Trustee or any Servicer under the
Lead Securitization Servicing Agreement shall be applied to the extent set forth in, and in accordance with the terms of, the
Mortgage Loan Documents; and (y) all amounts that are then due, payable or reimbursable to any Servicer, with respect to the Mortgage
Loan pursuant to the Lead Securitization Servicing Agreement and any other compensation payable to it thereunder (including without
limitation, any additional expenses of the Trust Fund relating to the Mortgage Loan (but subject to the second paragraph of Section
5(d) hereof) reimbursable to, or payable by, such parties and any Special Servicing Fees, Liquidation Fees, Workout Fees and
Penalty Charges (to the extent provided in the immediately following paragraph) but excluding (i) any P&I Advances (and interest
thereon) on the Lead Securitization Note, which shall be reimbursed in accordance with Section 2(b) hereof, and (ii) any
Master Servicing Fees due to the Master Servicer in excess of the Non-Lead Securitization Note’s pro rata share of that
portion of such servicing fees calculated at the “primary servicing fee rate” applicable to the Mortgage Loan as set
forth in the Lead Securitization Servicing Agreement, which such excess shall not be subject to the allocation provisions of this
Section 3) shall be payable in accordance with the Lead Securitization Servicing Agreement.


 


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


 


Section
4.          Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of
the Lead Securitization Servicing Agreement, and the obligation to act in accordance with the Servicing Standard, if the Lead
Securitization Note Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies
the terms thereof such that (i) the principal balance of the Mortgage


 



     -26-


     


    

 


Loan is decreased, (ii) the Interest Rate is reduced,
(iii) payments of interest or principal on any Note are waived, reduced or deferred or (iv) any other adjustment is made to
any of the payment terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan
Documents shall be structured to preserve, the equal priorities of each Note as described in Section 3.


 


Section
5.          Administration of the Mortgage Loan.


 


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


 


Each
Note Holder hereby acknowledges the right and obligation of the Lead Securitization Note Holder (or the Special Servicer acting
on behalf of the Lead Securitization Note Holder), upon the Mortgage Loan becoming a Defaulted Loan to sell the Notes together
as notes evidencing one whole loan in accordance with the terms of the Lead Securitization Servicing Agreement and shall require
that all offers be submitted to the Special Servicer in writing. Whether any cash offer constitutes a fair price for the Mortgage
Loan shall be determined by the Special Servicer, if the highest offeror is a Person other than an Interested Person, and by the
Trustee, if the highest offeror is an Interested Person. Absent an offer at least equal to the Purchase Price, no offer from an
Interested Person shall constitute a fair price unless (i) it is the highest offer received and (ii) at least two other offers
are received from


 



     -27-


     


    

 


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


 


Notwithstanding
anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the offering Interested Person
purchaser) designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5)
years’ experience in valuing loans similar to the Mortgage Loan, that has been selected with reasonable care by the Trustee
to determine if such cash offer constitutes a fair price for the Mortgage Loan. If the Trustee designates such third party to
make such determination, the Trustee shall be entitled to rely conclusively upon such third


 



     -28-


     


    

 


party’s determination. The reasonable
fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party shall
be covered by, and shall be reimbursable, from the offering Interested Person.


 


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


 


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


 


(b)       The
administration of the Mortgage Loan shall be governed by this Agreement and the Lead Securitization Servicing Agreement. The servicing
of the Mortgage Loan shall be carried out by the Master Servicer and, if the Mortgage Loan is a Specially Serviced Mortgage Loan
(or to the extent otherwise provided in the Lead Securitization Servicing Agreement), by the Special Servicer, in each case pursuant
to the Lead Securitization Servicing Agreement. Notwithstanding anything to the contrary contained herein, in accordance with
the Lead Securitization Servicing Agreement, the Lead Securitization Note Holder shall cause the Master Servicer and the Special
Servicer to service and administer the Mortgage Loan in accordance with the Servicing Standard, taking into account the interests
of each Note Holder. The Note Holders agree to be bound by the terms of the Lead Securitization Servicing Agreement. All rights
and obligations of the Lead Securitization Note Holder described hereunder may be exercised by the Master Servicer, the Special
Servicer, the Certificate Administrator or the Trustee on behalf of the Lead Securitization Note Holder. The Lead Securitization
Servicing Agreement shall not be amended in any manner that may


 



     -29-


     


    

 


materially and adversely affect the Non-Lead Securitization Note
Holder in its capacity as Non-Lead Securitization Note Holder without such Non-Lead Securitization Note Holder’s prior written
consent. The Non-Lead Securitization Note Holder (unless it is a Borrower Party) shall be a third-party beneficiary to the Lead
Securitization Servicing Agreement with respect to its rights as specifically provided for therein.


 


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


 



     -30-


     


    

 


Servicer or Special
Servicer, acting on its behalf) be obligated at any time to follow or take any alternative actions recommended by the Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative).


 


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


 


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


 


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


 


Section
6.          Rights of the Controlling Note Holder.


 


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


 



     -31-


     


    

 


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


 


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


 



     -32-


     


    

 


willful misfeasance or to have recklessly disregarded any exercise of its rights by
reason of its having acted or refrained from acting, or having given any consent or having failed to give any consent, solely
in the interests of each Note Holder.


 


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


 


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


 


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


 



     -33-


     


    

 


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


 


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


 


Section
7.          Appointment of Special Servicer. Subject to the conditions and requirements set forth in the Lead Securitization
Servicing Agreement, the Controlling Note Holder (or its Controlling Note Holder Representative) shall have the right at any
time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage
Loan and appoint a replacement Special Servicer that satisfies the Required Special Servicer Rating Requirements in lieu
thereof. Any designation by the Controlling Note Holder (or its Controlling Note Holder Representative) of a Person to serve
as Special Servicer shall be made by delivering to the Non-Controlling Note Holder, the Master Servicer, the then existing
Special Servicer and other parties to the Lead Securitization Servicing Agreement a written notice stating such designation
and satisfying the other conditions to such replacement as set forth in the Lead Securitization Servicing Agreement
(including, without limitation, a Rating Agency Confirmation, but only if required by the terms of the Lead Securitization
Servicing Agreement), and delivering to the Non-Controlling Note Holder a Rating Agency Confirmation with respect to any
rated securities issued and outstanding under the related Securitization, if applicable. The Controlling Note Holder shall be
solely responsible for any expenses incurred in connection with any such replacement without cause. The Controlling Note
Holder shall notify the other parties hereto of its termination of the then currently serving Special Servicer and its
appointment of a replacement Special Servicer in accordance with this Section 7. If the Controlling Note Holder has
not appointed a Special Servicer with respect to the Mortgage Loan as of the consummation of the securitization under the
Lead Securitization Servicing Agreement,


 



     -34-


     


    

 


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


 


Section
8.          Payment Procedure.


 


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


 


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


 



     -35-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 



     -36-


     


    

 


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


 


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


 


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


 



     -37-


     


    

 


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


 


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


 


Section
14.        Sale of the Notes.


 


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


 



     -38-


     


    

 


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


 


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


 


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


 



     -39-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 



     -40-


     


    

 


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


 


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


 


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


 


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


 


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


 



     -41-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



     -42-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



     -43-


     


    

 


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


 


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


 


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


 



     -44-


     


    

 


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


 


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


 


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


 



     -45-


     


    

 


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


 


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


 


Section
29.         Certain Matters Affecting the Agent.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section
30.         Reserved.


 


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


 



     -46-


     


    

 


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


 


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


 


[Signature
Page Follows]


 



     -47-


     


    

 


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


 


	 	BARCLAYS BANK PLC, as Initial Agent and Initial Note A-1 Holder and Initial Note A-2 Holder
	 	 	 
	 	By:	/s/ Eric Wu
	 	 	Name: Eric Wu
	 	 	Title:   Managing Director



 


[Signature
Page to One Century Place Co-Lender Agreement]


 



     


     


    

 


EXHIBIT
A



MORTGAGE LOAN SCHEDULE
 


 


Description
of Mortgage Loan


 


	Mortgage
    Loan Borrower:	SCUS
    OCP LLC
	Date
    of Mortgage Loan:	October
    19, 2017
	Date
    of Notes:	November
    8, 2017
	Original
    Principal Amount of Mortgage Loan:	$66,300,000.00
	Principal
    Amount of Mortgage Loan as of the date hereof:	$66,300,000.00
	Initial
    Note A-1 Principal Balance:	$44,000,000.00
	Initial
    Note A-2 Principal Balance:	$22,300,000.00
	Location
    of Mortgaged Property:	26
    Century Boulevard

    Nashville, Tennessee 37214
	Initial
    Maturity Date:	November
    6, 2027


 



     


     


    

 


EXHIBIT
B


 


1.     Initial
Note A-1 Holder:


 


Barclays
Bank PLC

745 Seventh Avenue


New
York, New York 10019

Attention: Sabrina J. Khabie
 


 


2.     Initial
Note A-2 Holder:


 


Barclays
Bank PLC

745 Seventh Avenue


New
York, New York 10019

Attention: Sabrina J. Khabie


 



     


     


    

 


EXHIBIT
C



PERMITTED FUND MANAGERS


 


		1.	AllianceBernstein






		2.	Annaly
                                         Capital Management






		3.	Apollo
                                         Real Estate Advisors






		4.	Archon
                                         Capital, L.P.






		5.	AREA
                                         Property Partners






		6.	Artemis
                                         Real Estate Partners






		7.	BlackRock,
                                         Inc.






		8.	Clarion
                                         Partners






		9.	Colony
                                         Capital, LLC






		10.	DLJ
                                         Real Estate Capital Partners






		11.	Dune
                                         Real Estate Partners






		12.	Eightfold
                                         Real Estate Capital, L.P.






		13.	Five
                                         Mile Capital Partners






		14.	Fortress
                                         Investment Group, LLC






		15.	Garrison
                                         Investment Group






		16.	H/2
                                         Capital Partners LLC






		17.	Hudson
                                         Advisors






		18.	Investcorp
                                         International






		19.	iStar
                                         Financial Inc.






		20.	J.P.
                                         Morgan Investment Management Inc.






		21.	JER
                                         Partners






		22.	Lend-Lease
                                         Real Estate Investments






		23.	Libermax
                                         Capital LLC






		24.	LoanCore
                                         Capital






		25.	Lone
                                         Star Funds






		26.	Lowe
                                         Enterprises






		27.	Normandy
                                         Real Estate Partners






		28.	Och-Ziff
                                         Capital Management Group






		29.	Praedium
                                         Group






		30.	Raith
                                         Capital Partners, LLC






		31.	Rialto
                                         Capital Management LLC






		32.	Rialto
                                         Capital Partners, LLC






		33.	Rockwood






		34.	RREEF
                                         Funds






		35.	Square
                                         Mile Capital Management






		36.	The
                                         Blackstone Group






		37.	The
                                         Carlyle Group






		38.	Torchlight
                                         Investors






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






		40.	Westbrook
                                         Partners






		41.	Wheelock
                                         Street Capital






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