Exhibit
4.21


 


EXECUTION
COPY





 


CO-LENDER AGREEMENT


 


Dated as of December 20, 2019


 


by and between


 


NATIXIS REAL ESTATE CAPITAL LLC



(Note A Holder)


 


and


 


NATIXIS REAL ESTATE CAPITAL LLC



(Note B Holder)


 


7105 – 7115 37th Avenue,
Jackson Heights, NY


 




     


     


    

 


TABLE OF CONTENTS





 


Page


 




	Section 1.	Definitions; Conflicts	1
	Section 2.	Servicing	15
	Section 3.	Payments Prior to a Sequential Pay Event	17
	Section 4.	Payments Following a Sequential Pay Event	19
	Section 5.	Administration of the Mortgage Loan	21
	Section 6.	Appointment of the Controlling Noteholder Representative	27
	Section 7.	Special Servicer	28
	Section 8.	Payment Procedure	29
	Section 9.	Limitation on Liability of the Noteholders	30
	Section 10.	Bankruptcy	31
	Section 11.	Cure Rights of the Note B Holder	31
	Section 12.	Purchase of Note A by the Note B Holder	33
	Section 13.	Representations of the Note B Holder	34
	Section 14.	Representations of the Initial Note A Holder	34
	Section 15.	Independent Analysis of the Note B Holder	35
	Section 16.	No Creation of a Partnership or Exclusive Purchase Right	35
	Section 17.	Not a Security	35
	Section 18.	Other Business Activities of the Noteholders	35
	Section 19.	Sale of Note A and Note B	36
	Section 20.	Registration of Transfer	39
	Section 21.	Registration of Note A and Note B	40
	Section 22.	Statement of Intent	40
	Section 23.	No Pledge	40
	Section 24.	Governing Law; Waiver of Jury Trial	40
	Section 25.	Submission To Jurisdiction; Waivers	41
	Section 26.	Modifications; Amendment	41
	Section 27.	Successors and Assigns; Third Party Beneficiaries	41
	Section 28.	Counterparts	42
	Section 29.	Captions	42
	Section 30.	Severability	42
	Section 31.	Entire Agreement	42
	Section 32.	Withholding Taxes	42
	Section 33.	Custody of Mortgage Loan Documents	43
	Section 34.	Notices	43
	Section 35.	Broker	44
	Section 36.	Certain Matters Affecting the Agent	44
	Section 37.	Termination of Agent	44
	Section 38.	Servicing of the Loan	45
	Section 39.	Conflict	45
	Section 40.	Resizing	45



 



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THIS CO-LENDER AGREEMENT (the “Agreement”),
dated as of December 20, 2019, by and between NATIXIS REAL ESTATE CAPITAL LLC, a Delaware limited liability company (“Natixis”),
having an address at 1251 Avenue of the Americas, New York, New York 10020 (in its capacity as the initial owner of Note A, the
“Initial Note A Holder”, and in its capacity as the initial agent, the “Initial Agent”),
and Natixis, having an address at 1251 Avenue of the Americas, New York, New York 10020 (in its capacity as the initial owner of
Note B, the “Initial Note B Holder”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Loan Agreement (as defined herein) Natixis originated a certain loan (the “Mortgage Loan”) described on
the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to the mortgage loan borrower
described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which is evidenced by that certain Promissory
Note in the principal amount of $16,500,000.00 dated as of August 9, 2019 (the “Original Note”), and secured
by a certain first deed of trust lien (as amended, modified or supplemented, the “Mortgage”) on one or more
parcels of, or estates in, real property located as described on the Mortgage Loan Schedule (collectively, the “Mortgaged
Property”);


 


WHEREAS, Natixis has
elected to amend and restate the Original Note and split the Original Note into the following two (2) promissory notes: the Replacement
Promissory Note A in the original principal amount of $14,500,000.00 (as amended, modified or supplemented, “Note A”)
made by the Mortgage Loan Borrower in favor of the Initial Note A Holder, and the Replacement Promissory Note B in the original
principal amount of $2,000,000.00 (as amended, modified or supplemented, “Note B”) made by the Mortgage Loan
Borrower in favor of the Initial Note B Holder (Note A and Note B, respectively and individually, each, a “Note”
and collectively the “Notes”); and


 


WHEREAS, the Initial
Note A Holder and the Initial Note B Holder desire to enter into this Agreement to memorialize the terms under which they and their
successors and assigns shall hold Note A and Note B, respectively.


 


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


 


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


 






     


     


    

 


“Acquiring Korean
Trust” shall have the meaning assigned to such term in the definition of “Qualified Transferee.”


 


“Additional
Servicing Expenses” shall mean (a) all property protection advances, fees and/or expenses incurred by and reimbursable
to any Servicer, Trustee, Operating Advisor or Certificate Administrator pursuant to the Servicing Agreement, and (b) all interest
accrued on Advances made by any Servicer or Trustee in accordance with the terms of the Servicing Agreement.


 


“Advance Interest
Amount” shall mean interest payable on Advances, as specified in the Servicing Agreement.


 


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


 


“Affiliate”
shall mean, with respect to any specified Person, any other Person Controlling, Controlled by or under common Control with such
specified Person.


 


“Agent”
shall mean the Initial Agent or such Person to whom the Initial Agent shall delegate its duties hereunder, and from and after the
Securitization Date shall mean the Master Servicer in its role as “Companion Paying Agent” (or equivalent term) under
the Servicing Agreement.


 


“Agent Office”
shall mean the designated office of the Agent in the State of New York, which office as of the date of this Agreement is located
at Natixis Real Estate Capital LLC, 1251 Avenue of the Americas, New York, New York 10020, and which is the address to which notices
to and correspondence with the Agent should be directed. The Agent may change the address of its designated office by notice to
the Noteholders sent in accordance with this Agreement.


 


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


 


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


 


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


 


“Appraisal Review
Period” shall have the meaning assigned to such term in Section 5(h)(ii).


 


“Appraised-Out
Holder” shall have the meaning assigned to such term in Section 5(h)(i).


 


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


 






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


 


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


 


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


 


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


 


“Certificate
Administrator” shall mean the certificate administrator under the Servicing Agreement, if any.


 


“CLO”
shall have the meaning assigned to such term in the definition of “Qualified Transferee.”


 


“CLO Asset Manager”
shall mean, with respect to any Securitization Vehicle that is a CLO, the entity that is responsible for managing or administering
Note B 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 Note B).


 


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


 


“Collection
Account” shall mean the trust account or accounts (including any sub-accounts) created and maintained by the Servicer.


 


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


 


“Conduit”
shall have the meaning assigned to such term in Section 19(h).


 


“Conduit Credit
Enhancer” shall have the meaning assigned to such term in Section 19(h).


 


“Conduit Inventory
Loan” shall have the meaning assigned to such term in Section 19(h).


 


“Control”
shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies
of an entity, whether through the ability to exercise voting power, by contract or otherwise, and the terms “Controlling”
and “Controlled” have meanings correlative to the foregoing.


 






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“Control Appraisal
Period” means any period, with respect to the Mortgage Loan, if and for so long as:


 


(a)   
(1) the initial Note B Principal Balance minus (2) the sum (without duplication) of (x) any payments of principal
(whether as principal prepayments or otherwise) allocated to, and received on, Note B after the date of creation of Note B, (y) any
Appraisal Reduction Amount for the Mortgage Loan that is allocated to Note B and (z) any losses realized with respect to any Mortgaged
Property or the Mortgage Loan that are allocated to Note B, plus (3) the Threshold Event Collateral then held by the Servicer,
is less than


 


(b)  
twenty-five percent (25%) of the remainder of the (i) initial Note B Principal Balance less (ii) any payments of principal
(whether as principal prepayments or otherwise) allocated to, and received by, the Note B Holder on Note B after the date of creation
of Note B.


 


“Controlling
Noteholder” shall mean as of any date of determination (i) the Note B Holder, unless a Control Appraisal Period has occurred
and is continuing or (ii) if a Control Appraisal Period has occurred and is continuing, the Note A Holder; provided that,
if the Note B Holder would be the Controlling Noteholder pursuant to the terms hereof, but any interest in the Note of the Note
B Holder is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, or the Mortgage Loan Borrower or Mortgage
Loan Borrower Related Party would otherwise be entitled to exercise the rights of the Controlling Noteholder, a Control Appraisal
Period shall be deemed to have occurred with respect to the Note B Holder. As of the date of this Agreement, the Controlling Noteholder
will be the Note B Holder. At any time that the Note A Holder is the Controlling Noteholder and Note A is included in a Securitization,
the rights of the “Controlling Noteholder” may be exercised by 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 Noteholder” hereunder, as and to the extent provided in the Servicing
Agreement (and the applicable Servicing Agreement shall contain limitations on the rights of the Controlling Noteholder that can
be exercised by a certificate holder that is the Mortgage Loan Borrower or has certain relationships with the Mortgage Loan Borrower).


 


“Controlling
Noteholder Representative” shall mean, with respect to the Mortgage Loan, the advisor appointed pursuant to Section 6(a).


 


“Credit Risk
Retention Rule” shall mean Section 15G of the Exchange Act as added by Section 941 of the Dodd-Frank Act and implemented
by Regulation RR (15 U.S.C. §78o-11).


 


“Cure Period”
shall have the meaning assigned to such term in Section 11(a).


 


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


 


“Default Interest”
shall mean interest on the Mortgage Loan at a rate per annum equal to the Note Default Interest Spread.


 






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


 


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


 


“Defaulted Mortgage
Loan Purchase Price” shall mean the sum, without duplication, of (a) the Note A Principal Balance, (b) accrued
and unpaid interest thereon at the Note A Rate, from the date as to which interest was last paid in full by Mortgage Loan Borrower
up to and including the end of the interest accrual period relating to the Monthly Payment Date next following the date the purchase
occurred, (c) any other amounts due under the Mortgage Loan, other than Prepayment Premiums, default interest, late fees, exit
fees and any other similar fees; provided that if the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party is
the purchaser, the Defaulted Mortgage Loan Purchase Price shall include Prepayment Premiums, default interest, late fees, exit
fees and any other similar fees, (d) any unreimbursed property protection or servicing Advances and any expenses incurred
in enforcing the Mortgage Loan Documents (including, without limitation, servicing Advances payable or reimbursable to any Servicer,
and earned and unpaid special servicing fees), (e) any accrued and unpaid Advance Interest Amount, (f) (i) if the Mortgage
Loan Borrower or a Mortgage Loan Borrower Related Party is the purchaser or (ii) if Note A is purchased after ninety (90) days
after such option first becomes exercisable pursuant to Section 12 of this Agreement, any liquidation or workout fees payable under
the Servicing Agreement and (g)  any Recovered Costs not reimbursed previously pursuant to this Agreement. If the Mortgage
Loan is converted into a REO Property, for purposes of determining the Defaulted Mortgage Loan Purchase Price, interest will be
deemed to continue to accrue at the Note A Rate on the Note A Principal Balance, as if the Mortgage Loan were not so converted.
In no event shall the Defaulted Mortgage Loan Purchase Price include amounts due or payable to the Note B Holder under this Agreement.


 


“Defaulted Note
Purchase Date” shall have the meaning assigned to such term in Section 12.


 


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


 


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


 


“Event of Default”
shall have the meaning assigned to such term in the Loan Agreement.


 


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


 


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


 


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


 






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


 


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


 


“Initial Noteholders”
shall mean, collectively, the Initial Note A Holder and the Initial Note B Holder.


 


“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.


 


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


 


“Interest Rate”
shall have the meaning assigned to such term or an analogous term in the Mortgage Loan Documents.


 


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


 


“Kroll”
shall mean Kroll Bond Rating Agency, Inc., or its successor in interest.


 


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


 


“Loan Agreement”
shall mean that certain Loan Agreement, dated as of August 9, 2019, between Natixis, as lender, and 590-600 One Realty Corp., as
borrower, as the same may be further amended, restated, renewed, extended, modified or supplemented from time to time, subject
to the terms hereof.


 






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


 


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


 


“Master Servicer
Remittance Date” shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.


 


“Monetary Default”
shall have the meaning assigned to such term in Section 11(a).


 


“Monetary Default
Notice” shall have the meaning assigned to such term in Section 11(a).


 


“Monthly Debt
Service Payment Amount” shall have the meaning assigned to such term or an analogous term in the Loan Agreement.


 


“Monthly Payment”
shall have the meaning assigned to such term or an analogous term in the Loan 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, or any of 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
Borrower” shall have the meaning assigned to such term in the recitals.


 


“Mortgage Loan
Borrower Related Party” shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.


 


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


 


“Mortgage Loan
Rate” shall mean, as of any date of determination, the weighted average of the Note A Rate and the Note B Rate.


 


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


 






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


 


“Natixis”
shall mean Natixis Real Estate Capital LLC, and its successors in interest.


 


“Net Note A
Rate” shall mean the Note A Rate minus the Servicing Fee Rate.


 


“Net Note B
Rate” shall mean the Note B Rate minus the Servicing Fee Rate.


 


“New Notes”
shall have the meaning assigned to such term in Section 41.


 


“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 Note A Holder
to make such payments free of any obligation or liability for withholding.


 


“Non-Monetary
Default” shall have the meaning assigned to such term in Section 11(d).


 


“Non-Monetary
Default Cure Period” shall have the meaning assigned to such term in Section 11(d).


 


“Non-Monetary
Default Notice” shall have the meaning assigned to such term in Section 11(d).


 


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


 


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


 


“Note A Holder”
shall mean the Initial Note A Holder, or any subsequent holder of Note A, together with its successors and assigns.


 


“Note A Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note A Principal Balance and
the denominator of which is the sum of the Note A Principal Balance and the Note B Principal Balance.


 


“Note A Principal
Balance” shall mean at any time of determination, the initial Note A Principal Balance set forth on the Mortgage Loan
Schedule, less any payments of principal thereon received by the Note A Holder or reductions in such amount pursuant to Section
3, 4 or 5, as applicable.


 


“Note A Rate”
shall mean the Note A Rate set forth on the Mortgage Loan Schedule.


 






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“Note A Relative
Spread” shall mean the ratio of the Note A Rate to the Mortgage Loan Rate.


 


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


 


“Note B Holder”
shall mean the Initial Note B Holder, or any subsequent holder of Note B, together with its successors and assigns.


 


“Note B Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note B Principal Balance and
the denominator of which is the sum of the Note A Principal Balance and the Note B Principal Balance.


 


“Note B Principal
Balance” shall mean, at any time of determination, the initial Note B Principal Balance set forth on the Mortgage Loan
Schedule, less any payments of principal thereon received by the Note B Holder or reductions in such amount pursuant to Section
3, 4 or 5, as applicable.


 


“Note B Rate”
shall mean the Note B Rate set forth on the Mortgage Loan Schedule.


 


“Note B Relative
Spread” shall mean the ratio of the Note B Rate to the Mortgage Loan Rate.


 


“Note Default
Interest Spread” shall mean the Note Default Interest Spread set forth on the Mortgage Loan Schedule.


 


“Note Pledgee”
shall have the meaning assigned to such term in Section 19(g).


 


“Note Register”
shall have the meaning assigned to such term in Section 21.


 


“Noteholder”
shall mean either of the Note A Holder and the Note B Holder, as applicable.


 


“Noteholder
Purchase Notice” has the meaning assigned to such term in Section 12.


 


“Operating Advisor”
shall mean the operating advisor under the Servicing Agreement, if any.


 


“Original Entity”
shall have the meaning assigned to such term in Section 41.


 


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


 


“Owned Note”
shall have the meaning assigned to such term in Section 41.


 


“P&I Advance”
shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.


 






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“Percentage
Interest” shall mean, with respect to the Note A Holder, the Note A Percentage Interest, and with respect to the Note
B Holder, the Note B Percentage Interest, as each may be adjusted from time to time.


 


“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 $100,000,000 and (iii) not
subject to a proceeding relating to the bankruptcy, insolvency, reorganization or relief of debtors.


 


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


 


“Pledge”
shall have the meaning assigned to such term in Section 19(g).


 


“Prepayment
Premium” shall mean, with respect to the Mortgage Loan, any prepayment premium, spread maintenance premium, yield maintenance
premium or similar fee required to be paid in connection with a prepayment of the Mortgage Loan pursuant to the Mortgage Loan Documents,
including any exit fee.


 


“Principal Balance”
shall mean either of the Note A Principal Balance and/or the Note B Principal Balance, as applicable.


 


“Qualified Transferee”
shall mean each of:


 


(a)   
the Initial Noteholders;


 


(b)  
any other Person that is an entity Controlled (as defined below) by, under common Control with or Controlling of any of
the Initial Noteholders; or


 


(c)    one
or more of the following:


 


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


 


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


 


(iii)      a Qualified Trustee (or in the case of a CLO, a single purpose bankruptcy remote entity that contemporaneously assigns or
pledges the Note, or a participation interest therein (or any portion thereof) to a Qualified Trustee) in


 



     -10-


     


    

 


connection with (a) a
securitization of, (b) the creation of collateralized debt obligations (“CLO”) 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 two nationally recognized credit rating agencies; (2) the special servicer of such Securitization
Vehicle has a Required Special Servicer Rating or is otherwise acceptable to 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 CLO, the CLO Asset Manager and, if applicable,
each Intervening Trust Vehicle that is not administered and managed by a CLO Asset Manager that is a Qualified Transferee, are
each a Qualified Transferee 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 $100,000,000, in which (A) any Initial Noteholder, (B) a person that is otherwise a Qualified Transferee
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 clause (d) below (with respect to an entity Controlled by an entity referred to in 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, or


 


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


 


(vi)      any Person that is otherwise a Qualified Transferee but is acting in an agency capacity in connection with a lending syndicate,
so long as more than fifty percent (50%) of the lenders in the lending syndicate (by loan balance or committed loan amounts) are
Qualified Transferees, or


 


(vii)     a private trust established and authorized under the laws of the Republic of Korea (an “Acquiring Korean Trust”),
so long as the beneficiaries and owners of not less than 51% of the equity interest in the Acquiring Korean Trust are, directly
or indirectly, Persons that are otherwise Qualified Transferees and satisfy the capital surplus/equity and total asset requirements
set forth below, and


 


in the case of any entity referred to in
clause (c)(i), (ii), (iv)(B) or (v) of this definition, (x) such entity or parent has at least $200,000,000 in capital/statutory
surplus or shareholders’ equity including uncalled capital commitments (except with respect to a pension advisory firm, asset
manager or similar fiduciary) and at least $600,000,000 in total assets including uncalled capital


 



     -11-


     


    

 


commitments (in name or under
management), and (y) is regularly engaged in the business of making or owning commercial real estate loans (or interests therein)
(or in the case of a pension advisory firm, asset manager or similar fiduciary, is regularly engaged in managing investments in
commercial real estate loans) similar to the Mortgage Loan (or mezzanine loans with respect thereto) or owning or operating commercial
real estate properties; provided that, in the case of the entity described in clause (iv)(B) above, the requirements
of this clause (y) may be satisfied by a general partner, managing member, or the fund manager responsible for the day-to-day
management and operation of such entity; or


 


(d)  
any entity Controlled by any of the entities described in clause (c) above or approved by the Rating Agencies hereunder
as a Qualified Transferee for purposes of this Agreement, or as to which the Rating Agencies have stated they would not review
such entity in connection with the subject transfer; and


 


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


 


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


 


“Rating Agencies”
shall mean any of (a) S&P, (b) Moody’s, (c) Fitch, (d) DBRS, (e) Kroll and (f) Morningstar 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 designated by the Note A Holder; provided, however, that at any time during which Note A is an asset
of a Securitization, “Rating Agencies” or “Rating Agency” shall have the meaning assigned to such term
in the Servicing Agreement.


 


“Rating Agency
Confirmation” shall have the meaning given thereto or any analogous term in the Servicing Agreement, including any deemed
Rating Agency Confirmation.


 


“Recovered Costs”
shall mean any amounts referred to in clauses (d) and/or (e) of the definition of “Defaulted Mortgage Loan Purchase Price”
that, at the time of determination, had been previously paid or reimbursed to any Servicer from sources other than collections
on or in respect of the Mortgage Loan or the Mortgaged Property (including, without limitation, from collections on or in respect
of loans other than the Mortgage Loan).


 


“Redirection
Notice” shall have the meaning assigned to such term in Section 19(g).


 






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“REMIC”
shall mean a real estate mortgage investment conduit within the meaning of Section 860D(a) of the Code.


 


“REMIC Provisions”
shall mean 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 regulations (including any applicable proposed
regulations) and rulings promulgated thereunder, as the foregoing may be in effect from time to time.


 


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


 


“REO Property”
shall mean any Mortgaged Property, title to which has been acquired by the Servicer on behalf of the Noteholders through foreclosure,
deed in lieu of foreclosure or otherwise.


 


“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, within the twelve (12) month period prior to the date of determination, such special
servicer has acted as special servicer for one or more loans included in a commercial mortgage loan securitization that was rated
by Moody’s 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 as a material reason for such downgrade or withdrawal, (iv) in the case of Morningstar,
either (a) the applicable replacement has a special servicer ranking of at least “MOR CS3” by Morningstar (if ranked
by Morningstar) or (b) if not ranked by Morningstar, is currently acting as a special servicer on a deal or transaction-level basis
for all or a significant portion of the related mortgage loans in other CMBS transactions rated by any of S&P, Moody’s,
Morningstar, Fitch, DBRS or Kroll and the trustee does not have actual knowledge that Morningstar has, and the replacement special
servicer certifies that Morningstar has not, with respect to any such other CMBS transaction, qualified, downgraded or withdrawn
its rating or ratings on one or more classes of such CMBS transaction citing servicing concerns of the applicable replacement as
the sole or material factor in such rating action, (v) in the case of Kroll, Kroll 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, and (vi) in the case of DBRS, within the twelve (12) month period prior to the date of determination,
such special servicer has acted as special servicer for one or more loans included in a commercial mortgage loan securitization
that was rated by DBRS and DBRS has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities
or placed any class of commercial mortgage securities on “watch status” citing the continuation of such special servicer
as special servicer of such commercial mortgage loans as a material reason for such downgrade or withdrawal (or placement on “watch
status” in contemplation of a ratings downgrade or withdrawal).


 






     -13-


     


    

 


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


 


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


 


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


 


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization in which Note A is held.


 


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


 


“Sequential
Pay Event” shall mean any Event of Default with respect to an obligation to pay money due under the Mortgage Loan or
any other Event of Default that causes the Mortgage Loan to become a Specially Serviced Mortgage Loan (other than as a result of
a foreseeable event), or any bankruptcy or insolvency event that constitutes an Event of Default. A Sequential Pay Event shall
no longer exist to the extent it has been cured (including any cure payment made in accordance with Section 11) and shall not be
deemed to exist to the extent the Note B Holder is exercising its cure rights under Section 11.


 


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


 


“Servicing Agreement”
shall mean the pooling and servicing agreement entered into in connection with the Securitization.


 


“Servicing Fee
Rate” shall have the meaning assigned to such term in the Servicing Agreement.


 


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


 


“Servicing Transfer
Event” shall have the meaning assigned to such term or an analogous term in the Servicing Agreement, except that, as
provided in Section 11(a)(iii), a Servicing Transfer Event shall be deemed not to have occurred for so long as the Note B Holder
is exercising its cure rights hereunder.


 


“Special Servicer”
shall have the meaning assigned to such term in the Servicing Agreement.


 


“Specially Serviced
Mortgage Loan” shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.


 






     -14-


     


    

 


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


 


“Threshold Event
Collateral” shall have the meaning assigned to such term in Section 5(i).


 


“Threshold Event
Cure” shall have the meaning assigned to such term in Section 5(i).


 


“Transfer”
shall mean any sale, assignment, transfer, pledge, syndication, participation, hypothecation, contribution, encumbrance or other
disposition (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other similar
agreement, excluding a repo financing or a Pledge in accordance with Section 19(g)).


 


“Trustee”
shall mean, with respect to any Securitization, the bank or trust company as may be selected by the applicable depositor and approved
by the Rating Agencies to act as trustee for such Securitization, and shall include any fiscal agent and/or paying agent appointed
for such Securitization.


 


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


 


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


 


“Workout”
shall mean any written modification, waiver, amendment or restructuring relating to a workout of the Mortgage Loan or the Note
in connection with a Mortgage Loan default or a likely default.


 


Section 2.          Servicing.


 


(a)         Each Noteholder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced
pursuant to the Servicing Agreement and in accordance with this Agreement; provided that the Master Servicer shall not be
obligated to advance monthly payments of principal or interest in respect of the Notes other than Note A if such principal or interest
is not paid by the Mortgage Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance premiums and
other expenses related to the maintenance of the Mortgaged Property and maintenance and enforcement of the lien of the Mortgage
thereon, subject to the terms of the Servicing Agreement. The Note B Holder acknowledges that the Note A Holder may elect, in its
sole discretion, to include Note A in a


 



     -15-


     


    

 


Securitization and agrees that it will reasonably cooperate with the Note A Holder, at
the Note A Holder’s sole cost and expense, to effect such Securitization.
Subject to the terms and conditions of this Agreement, each Noteholder hereby irrevocably and unconditionally consents to
the appointment of the Master Servicer, the Special Servicer and the Trustee under the Servicing Agreement and agrees to reasonably
cooperate with and consent with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan
in accordance with the Servicing Agreement and this Agreement. Each Noteholder hereby appoints the Master Servicer and the Trustee
in the Securitization as such Noteholder’s attorney-in-fact to sign any documents reasonably required with respect to the
administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights
of such Noteholder set forth herein and in the Servicing Agreement). In no event shall the Servicer be required to enforce the
rights of any Noteholder or limit the Servicer in enforcing the rights of one Noteholder against any other Noteholder; however,
this statement shall not be construed to otherwise limit the rights of one Noteholder with respect to the other Noteholder.


 


(b)        The Controlling Noteholder (or any Controlling Noteholder Representative appointed by it acting on its behalf) shall exercise
the rights and powers granted to the “Controlling Holder”, “Directing Certificateholder” or “Directing
Holder” (or similar term) under the Servicing Agreement with respect to the Mortgage Loan.


 


(c)         The Servicing Agreement shall contain the Servicing Standard (which shall require, among other things, that each Servicer,
in servicing the Mortgage Loan, must take into account the interests of each Noteholder, taking into account that Note B is junior
to Note A). In no event may the Servicing Agreement change the interest or principal allocable to, or the amount of any payments
due to, the Note B Holder or materially increase the Note B Holder’s obligations or materially decrease the Note B Holder’s
rights, remedies or protections hereunder.


 


(d)         The Servicing Agreement shall contain provisions to the effect that:


 


(i)          any payments received on the Mortgage Loan shall be paid by the Master Servicer to each of the Noteholders in accordance
with Sections 3 and 4 hereof on the Master Servicer Remittance Date;


 


(ii)         the Note B Holder shall be entitled to receive, and the Master Servicer and the Special Servicer shall provide, any information
relating to the Mortgage Loan, the Mortgage Loan Borrower or the Mortgaged Property as the Note B Holder may reasonably request
and would be customarily in the possession of, or collected or known by, the Master Servicer or Special Servicer of mortgage loans
similar to the Mortgage Loan and, in any event, all information that is required to be provided to holders of the securities issued
by the Securitization Trust that includes other Notes including but not limited to standard CREFC® reports, subject
to limitations or information that may be made available to a Note B Holder that is a Mortgage Loan Borrower or a Mortgage Loan
Borrower Related Party;


 


(iii)        each Noteholder is an intended third party beneficiary in respect of the rights afforded it under the Servicing Agreement
and may directly enforce such rights;


 






     -16-


     


    

 


(iv)       the Servicing Agreement may not be amended without the consent of the Note B Holder (not to be unreasonably withheld) if
such amendment would materially and adversely affect the Mortgage Loan or the rights of the Note B Holder with respect thereto;


 


(v)        provide that any inconsistency between the Servicing Agreement and this Agreement shall be governed by and determined in
accordance with the terms of this Agreement; and


 


(vi)       recognize the respective rights and obligations of the Noteholders hereunder, including with respect to the making of payment
to the Noteholders and the rights of the Noteholders to approve matters and make decisions hereunder.


 


(e)         Any obligation of the Servicer pursuant to the terms hereof shall be performed by the Master Servicer or the Special Servicer,
as applicable, as set forth in the Servicing Agreement.


 


(f)         At
any time after the Securitization Date that Note A is no longer subject to the provisions of the Servicing Agreement, the
Note A Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement mutually agreeable to the Note A
Holder and the Note B Holder that contains servicing provisions which are the same as or more favorable to Note B Holder,
in substance, to those in the Servicing Agreement and all references herein to the “Servicing Agreement” shall
mean such subsequent servicing agreement; provided, however, that until a replacement servicing agreement has been entered
into, (x) the Note A Holder shall cause the Mortgage Loan to be serviced in accordance with the servicing provisions set
forth in the Servicing Agreement as if such agreement was still in full force and effect with respect to the Mortgage Loan,
and (y) the actual servicing of the Mortgage Loan may be performed by any nationally recognized commercial mortgage loan
servicer appointed by the Note A Holder with the consent of the Note B Holder and does not have to be performed by the
service providers set forth under the Servicing Agreement.


 


Section 3.          Payments Prior to a Sequential Pay Event. Note B and the right of the Note B Holder to receive payments of interest,
principal and other amounts with respect to the Note B shall at all times be junior, subject and subordinate to Note A and the
right of the Note A Holder to receive payments of interest, principal and other amounts with respect to Note A as set forth herein.
If no Sequential Pay Event, as determined by the applicable Servicer, shall have occurred and be continuing, 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 Monthly 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 or Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration
or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan
Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required
by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves
or escrows or received as reimbursements on account of


 



     -17-


     


    

 


recoveries in respect of Advances then due and payable or reimbursable to
the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating
Advisor, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied
by the Note A Holder (or its designee) and distributed by the Note A Holder (or the Servicer on its behalf) for payment in the
following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement):


 


(a)         first, to the Note A Holder in an amount equal to the accrued and unpaid interest on the Note A Principal Balance
at the Net Note A Rate;


 


(b)         second,
to the Note A Holder in an amount equal to all principal payments (including prepayment proceeds relating to casualty or
condemnation) received, if any, with respect to such Monthly Payment Date, until its Principal Balance has been reduced to
zero;


 


(c)        
third, to the Note A Holder up to the amount of any unreimbursed costs and expenses paid by the Note A Holder
with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement, including any Recovered Costs;


 


(d)         fourth,
if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts
required to be applied in accordance with the foregoing clauses (a) to (c) and, as a result of a Workout the Note A Principal
Balance has been reduced, such excess amount shall be paid to the Note A Holder in an amount up to the reduction, if any, of
the Note A Principal Balance as a result of such Workout, plus interest on such amount at the Note A Rate;


 


(e)         fifth, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11
of this Agreement, to reimburse the Note B Holder for all such cure payments;


 


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


 


(g)        seventh,
to the Note B Holder in an amount equal to all remaining principal payments (including all prepayment proceeds relating to
casualty or condemnation) received, if any, with respect to such Monthly Payment Date, until its Principal Balance has been
reduced to zero;


 


(h)        eighth, to the Note B Holder up to the amount of any unreimbursed costs and expenses paid by the Note B Holder with
respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement, including any Recovered Costs;


 


(i)         ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed
the amounts required to be applied in accordance with the foregoing clauses (a) to (h) and, as a result of a Workout the Note B
Principal Balance has been reduced, such excess amount shall be paid to the Note B Holder in an amount up to the reduction, if
any, of the Note B Principal Balance as a result of such Workout, plus interest on such amount at the Note B Rate;


 






     -18-


     


    

 


(j)         tenth, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to the Note A Holder
in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interest multiplied by the
Note A Relative Spread;


 


(k)         eleventh, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to the Note B Holder
in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interest multiplied by the
Note B Relative Spread;


 


(l)         twelfth, to the extent default interest, late fees, assumption or transfer fees actually paid by the Mortgage Loan
Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to compensate a
Servicer under the Servicing Agreement, any such default interest, late fees, assumption or transfer fees, to the extent actually
paid by the Mortgage Loan Borrower, shall be paid to the Noteholders, pro rata, based on their respective Percentage Interests;
and


 


(m)        thirteenth,
if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance
with the foregoing clauses (a) to (l), any remaining amount shall be paid pro rata to each Noteholder in accordance
with their respective initial Percentage Interests.


 


Section 4.         Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in
accordance with Section 3 of this Agreement; except, if a Sequential Pay Event, as determined by the applicable Servicer in accordance
with this Agreement and the Servicing Agreement, shall have occurred and be continuing, 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 Monthly Payments, any proceeds from the sale or distribution
of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral
or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other than proceeds, awards or settlements
to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with
the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required
reserves or escrows required by the Mortgage Loan Documents to continue to be held as reserves or escrows or received as reimbursements
on account of recoveries in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement
and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate Administrator or
Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement with respect to the Mortgage Loan, shall be distributed
by the Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth
in the Servicing Agreement):


 


(a)         first, to the Note A Holder in an amount equal to the accrued and unpaid interest on the Note A Principal Balance
at the Net Note A Rate;


 






     -19-


     


    

 



(b)         
second, to the Note A Holder until the Note A Principal Balance has been reduced to zero;


 


(c)         
third, to the Note A Holder up to the amount of any unreimbursed costs and expenses paid by the Note A Holder with
respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement, including any Recovered Costs;


 


(d)         
fourth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed
the amounts required to be applied in accordance with the foregoing clauses (a) to (c) and, as a result of a Workout the Note A
Principal Balance has been reduced, such excess amount shall be paid to the Note A Holder in an amount up to the reduction, if
any, of the Note A Principal Balance as a result of such Workout, plus interest on such amount at the Note A Rate;


 


(e)          
fifth, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11,
to reimburse the Note B Holder for all such cure payments;


 


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


 


(g)         
seventh, to the Note B Holder in an amount equal all remaining amounts received with respect to the related Monthly
Payment Date, until the Note B Principal Balance has been reduced to zero;


 


(h)         
eighth, to the Note B Holder up to the amount of any unreimbursed costs and expenses paid by the Note B Holder with
respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement, including any Recovered Costs;


 


(i)           
ninth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed
the amounts required to be applied in accordance with the foregoing clauses (a) to (h) and, as a result of a Workout, the Note
B Principal Balance has been reduced, such excess amount shall be paid to the Note B Holder in an amount up to the reduction, if
any, of the Note B Principal Balance as a result of such Workout, plus interest on such amount at the Note B Rate;


 


(j)           
tenth, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to the Note A Holder
in an amount up to its pro rata interest therein, based on the product of the Note A Percentage Interest multiplied by the
Note A Relative Spread;


 


(k)         
eleventh, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to the Note B Holder
in an amount up to its pro rata interest therein, based on the product of the Note B Percentage Interest multiplied by the
Note B Relative Spread;


 


(l)           
twelfth, to the extent default interest, late fees, assumption or transfer fees actually paid by the Mortgage Loan
Borrower are not required to be otherwise applied under the


 



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Servicing Agreement, including, without limitation, to compensate a
Servicer under the Servicing Agreement, any such default interest, late fees, assumption or transfer fees, to the extent actually
paid by the Mortgage Loan Borrower, shall be paid to the Noteholders, pro rata, based on their respective Percentage Interests;
and


 


(m)        
thirteenth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise
applied in accordance with the foregoing clauses (a) to (l), any remaining amount shall be paid pro rata to each Noteholder
in accordance with their respective initial Percentage Interests.


 


Section 5.          
Administration of the Mortgage Loan.


 


(a)          
Subject to this Agreement (including, without limitation, Section 5(f) below) and the Servicing Agreement, the Note
A Holder (or the Servicer acting on behalf of the Note A 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 Note B Holder shall not have any voting, consent or other rights
whatsoever with respect to the Note A Holder’s administration of, or exercise of its rights and remedies with respect to,
the Mortgage Loan. Subject to this Agreement and the Servicing Agreement (including, without limitation, Section 5(f) below),
the Note B Holder agrees that it shall have no right to, and hereby presently and irrevocably assigns and conveys to the Note A
Holder (or the Servicer acting on behalf of the Note A Holder) the rights, if any, that the Note B Holder has to, (i) call or cause
the Note A 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 Note A Holder to file any bankruptcy petition
against the Mortgage Loan Borrower. The Note A Holder (or the Servicer acting on behalf of the Note A Holder) shall not have any
fiduciary duty to the Note B Holder in connection with the administration of the Mortgage Loan (but the foregoing shall not relieve
the Note A Holder from the obligation to make any disbursement of funds as set forth herein).


 


(b)         
The administration of the Mortgage Loan shall be governed by this Agreement and the Servicing Agreement. Each Noteholder
agrees to be bound by the terms of the Servicing Agreement and this Agreement. Servicing of the Mortgage Loan shall be carried
out by the Master Servicer and, if the Mortgage Loan is a Specially Serviced Mortgage Loan by the Special Servicer, in each case
pursuant to the Servicing Agreement and this Agreement. Notwithstanding anything to the contrary contained herein, in accordance
with the Servicing Agreement, the Note A 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 the Note A Holder and the Note
B Holder (it being understood that the interest of the Note B Holder is a junior Note interest, subject to the terms and conditions
of this Agreement), and so long as the Note B Holder is not the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party,
it shall be deemed a third party beneficiary of such provisions of the Servicing Agreement. The foregoing provisions of this Section 5(b)
shall not limit or modify


 



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the rights of the Controlling Noteholder and/or the Controlling Noteholder Representative to exercise
their respective rights specifically set forth under this Agreement.


 


(c)          
Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Servicing Agreement
and this Agreement (including, without limitation, Section 5(f) below), if the Note A Holder in connection with a Workout
of the Mortgage Loan modifies the terms thereof such that (i) the unpaid principal balance of the Mortgage Loan is decreased,
(ii) the Interest Rate or scheduled amortization payments on the Mortgage Loan are reduced, (iii) payments of interest
or principal on the Mortgage Loan are waived, reduced or deferred or (iv) any other adjustment (other than an increase in
the Interest Rate or increase in scheduled amortization payments) is made to any of the terms of the Mortgage Loan (other than
an extension of the Mortgage Loan maturity date), all payments to the Note A Holder pursuant to Section 3 and Section 4,
as applicable, shall be made as though such Workout did not occur, with the payment terms of Note A remaining the same as they
are on the date hereof, Note B shall bear the full economic effect of all waivers, reductions or deferrals of amounts due on the
Mortgage Loan attributable to such Workout (up to the amount otherwise due on Note B). Subject to the Servicing Agreement and this
Agreement (including without limitation Section 5(f) below), in the case of any modification or amendment described above,
the Note A Holder will have the sole authority and ability to revise the payment provisions set forth in Section 3 and Section 4
above in a manner that reflects the subordination of Note B to Note A with respect to the loss that is the result of such amendment
or modification, including: (i) the ability to increase the Note A Percentage Interest and to reduce the Note B Percentage
Interest in a manner that reflects a loss in principal as a result of such amendment or modification and (ii) the ability
to change the Note A Rate and the Note B Rate, as applicable, in order to reflect a reduction in the Interest Rate of the Mortgage
Loan but shall not be permitted to change the order of the clauses set forth in Sections 3 and 4 hereof. Notwithstanding the foregoing,
if any Workout, modification or amendment of the Mortgage Loan extends the original maturity date of the Mortgage Loan, for purposes
of this paragraph, the Balloon Payment will be deemed not to be due on the original maturity date of the Mortgage Loan but will
be deemed due on the extended maturity date of the Mortgage Loan.


 


(d)         
All rights and obligations of the Note A Holder described hereunder may be exercised by the Servicer on behalf of the Note
A Holder in accordance with the Servicing Agreement and this Agreement.


 


(e)          
For so long as Note A is included as an asset of a REMIC, any provision of this Agreement to the contrary notwithstanding:
(i) the Mortgage Loan shall be administered such that the Notes shall each 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 A Holder 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 interests of
the Noteholders 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 Noteholders
may have under the Mortgage Loan Documents, if any such action would constitute


 



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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 months after the earliest startup day of any REMIC which includes Note A (or any portion thereof). The Noteholders agree
that the provisions of this Section 5(e) shall be effected by compliance by the Note A Holder or its assignees with this Agreement
or the Servicing Agreement or any other agreement which governs the administration of the Mortgage Loan or the Note A Holder’s
interests therein. All costs and expenses of compliance with this Section 5(e), to the extent that such costs and expenses relate
to administration of a REMIC or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions
or the actual payment of any REMIC tax or expense, shall be borne by the Note A Holder without reimbursement under Sections 3 or
4 hereof.


 


(f)          
If any consent, modification, amendment or waiver under or other action in respect of the Mortgage Loan or the Mortgage
Loan Documents (whether or not a Servicing Transfer Event has occurred and is continuing) that would constitute a Major Decision
has been requested or proposed, at least ten (10) Business Days prior to taking action with respect to such Major Decision (or
making a determination not to take action with respect to such Major Decision), the Note A Holder (or Servicer acting on its behalf)
shall request the written consent of the Controlling Noteholder (or its Controlling Noteholder Representative) before implementing
a decision with respect to such Major Decision.


 


If the Controlling Noteholder
(or its Controlling Noteholder Representative) fails to respond to the Note A Holder (or Servicer acting on its behalf) with respect
to any such proposed action within ten (10) Business Days after receipt of such notice, the Controlling Noteholder (or its Controlling
Noteholder Representative), as applicable, shall have no further consent rights with respect to such action.


 


The Controlling Noteholder
(or its Controlling Noteholder Representative) acknowledges that, if the “retaining sponsor” in the Securitization
has sold an “eligible horizontal interest” to a “third party purchaser” in accordance with Section _.7
of the Credit Risk Retention Rule, then following the occurrence of an “Operating Advisor Consultation Event” (or similar
term) under the Servicing Agreement the Operating Advisor may have the right to consult with the Special Servicer with respect
to Major Decisions.


 


Notwithstanding the foregoing,
following the occurrence of an extraordinary event with respect to any Mortgaged Property, or if a failure to take any such action
at such time would be inconsistent with the Servicing Standard, the Note A Holder (or Servicer acting on its behalf) may take actions
with respect to such Mortgaged Property before obtaining the consent of the Controlling Noteholder (or its Controlling Noteholder
Representative) if the Note A Holder (or Servicer acting on its behalf) reasonably determines in accordance with the Servicing
Standard that failure to take such actions prior to such consent would materially and adversely affect the interest of the Noteholders
as a whole, and the Note A Holder (or Servicer acting on its behalf) has made a reasonable effort to contact the Controlling Noteholder
(or its Controlling Noteholder Representative). The foregoing shall not relieve the Note A Holder (or Servicer acting on its behalf)
of its duties to comply with the Servicing Standard.


 



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Notwithstanding the foregoing,
the Note A Holder (or Servicer acting on its behalf) shall not follow any advice, direction, objection or consultation provided
by the Controlling Noteholder (or its Controlling Noteholder Representative) that would require or cause the Note A Holder (or
Servicer acting on its behalf) to violate any applicable law, including the REMIC Provisions, be inconsistent with the Servicing
Standard, require or cause the Note A Holder (or Servicer acting on its behalf) to violate provisions of this Agreement or the
Servicing Agreement, require or cause the Note A Holder (or Servicer acting on its behalf) to violate the terms of the Mortgage
Loan, or materially expand the scope of the Note A Holder’s (or Servicer acting on its behalf) responsibilities under this
Agreement.


 


(g)         
The Controlling Noteholder shall be entitled to approve the Asset Status Report in accordance with the time frame provided
in the Servicing Agreement.


 


(h)         
(i) The Note B Holder, if it is determined at any time of determination to no longer be the Controlling Noteholder (the
“Appraised-Out Holder”) as a result of the application of an Appraisal Reduction Amount, shall have the right,
at its sole expense, to require the Special Servicer to order a second Appraisal with respect to the Mortgage Loan. The Special
Servicer shall use its reasonable efforts consistent with the Servicing Standard to ensure that such second Appraisal is delivered
within thirty (30) days from receipt of the Appraised-Out Holder’s written request and shall ensure that such Appraisal is
prepared on an “as-is” basis by an MAI appraiser (provided that such MAI appraiser may not be the same MAI appraiser
that provided the Appraisal in respect of which the Appraised-Out Holder is requesting the Special Servicer to obtain an additional
Appraisal).


 


(ii) Upon receipt of
any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance with the Servicing
Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction Amount
is warranted, and if so warranted, the Special Servicer shall recalculate the Appraisal Reduction Amount based on such supplemental
Appraisal and any information received from the Master Servicer. If required by such recalculation, the Appraised-Out Holder shall
be reinstated as the Controlling Noteholder and, if applicable, shall have the Note B Principal Balance notionally restored to
the extent required by such recalculation of the Appraisal Reduction Amount. The Appraised-Out Holder requesting any supplemental
Appraisal pursuant to clause (i) above shall refrain from exercising any direction, control, consent and/or similar rights of the
Controlling Noteholder until such time, if any, as the Appraised-Out Holder is reinstated as the Controlling Noteholder (such period
beginning upon receipt by the Special Servicer of any request to obtain a supplemental Appraisal pursuant to clause (i) above to
but excluding the date on which either (A) the Special Servicer determines that no recalculation of the Appraisal Reduction Amount
is warranted or (B) the Special Servicer recalculates the Appraisal Reduction Amount based on the supplemental Appraisal, the “Appraisal
Review Period”). The rights of the Controlling Noteholder during each Appraisal Review Period shall be exercised by the
Note A Holder.


 


(i)           
The Note B Holder shall be entitled to avoid a Control Appraisal Period caused by application of an Appraisal Reduction
Amount upon satisfaction of the following (which must be completed within thirty (30) days of the receipt of a third party Appraisal
that indicates such Control Appraisal Period has occurred): (i) the Note B Holder shall have


 



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delivered as a supplement to the appraised
value of the Mortgaged Property, in the amount specified in clause (ii) below, to the Servicer, together with documentation
acceptable to the Servicer in accordance with the Servicing Standard to create and perfect a first priority security interest in
favor of the Note A Holder in such collateral (a) cash collateral for the benefit of Note A, and acceptable to, the Servicer
or (b) an unconditional and irrevocable standby letter of credit with the Note A Holder as the beneficiary, issued by a bank or
other financial institutions the long term unsecured debt obligations of which are at all times rated at least “AA”
by S&P, “A” by Fitch and “Aa2” by Moody’s or the short term obligations of which are rated at
least “A-1+” by S&P, “F-1” by Fitch and “P-1” by Moody’s (either (a) or (b),
the “Threshold Event Collateral”), and (ii) the Threshold Event Collateral shall be in an amount which, when
added to the appraised value of the Mortgaged Property as determined pursuant to the Servicing Agreement, would cause the applicable
Control Appraisal Period not to occur. If the requirements of this paragraph are satisfied by the Note B Holder (a “Threshold
Event Cure”), no Control Appraisal Period caused by application of an Appraisal Reduction Amount shall be deemed to have
occurred. If a letter of credit is furnished as Threshold Event Collateral, the Note B Holder shall be required to renew such letter
of credit not later than thirty (30) days prior to expiration thereof or to replace such letter of credit with a substitute letter
of credit or other Threshold Event Collateral with an expiration date that is greater than forty-five (45) days from the date of
substitution; provided, however, that, if a letter of credit is not renewed prior to thirty (30) days prior to the
expiration date of such letter of credit, the letter of credit shall provide that the Servicer may (and at the direction of the
Note B Holder, shall) draw upon such letter of credit and hold the proceeds thereof as Threshold Event Collateral. If a letter
of credit is furnished as Threshold Event Collateral, the Note B Holder shall be required to replace such letter of credit with
other Threshold Event Collateral within thirty (30) days if the credit ratings of the issuing entity are downgraded below the required
ratings; provided, however, that, if such Threshold Event Collateral is not so replaced, the Servicer shall draw
upon such letter of credit and hold the proceeds thereof as Threshold Event Collateral. The Threshold Event Cure shall continue
until (i) the appraised value of the Mortgaged Property plus the value of the Threshold Event Collateral would not be sufficient
to prevent a Control Appraisal Period from occurring; or (ii) final liquidation of the Mortgage Loan or REO Property. If the
appraised value of the Mortgaged Property, upon any redetermination thereof, is sufficient to avoid the occurrence of a Control
Appraisal Period without taking into consideration any, or some portion of, Threshold Event Collateral previously delivered by
the Note B Holder, any or such portion of Threshold Event Collateral held by the Servicer shall promptly be returned to the Note
B Holder (at its sole expense). Upon final liquidation or repayment of the Mortgage Loan or REO Property with respect to the Mortgage
Loan, such Threshold Event Collateral shall be available to reimburse each Noteholder for any realized loss pursuant to the priorities
provided in Section 3 or 4, as applicable, with respect to the Mortgage Loan after application of the net proceeds
of liquidation, not in excess of the Note A Principal Balance and the Note B Principal Balance, as the case may be, plus accrued
and unpaid interest thereon at the applicable interest rate and all other Additional Servicing Expenses reimbursable under this
Agreement and under the Servicing Agreement and any Threshold Event Collateral remaining after such reimbursement and payments
shall be returned to the Note B Holder. The entire amount of Threshold Event Collateral, without a haircut or other reduction,
shall be considered in determining the sufficiency of such Threshold Event Collateral to avoid a Control Appraisal Period.


 



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(j)           
The Servicer or Special Servicer shall obtain appraisals that meet the requirements of, and at the times required pursuant
to, the terms of the Servicing Agreement.


 


(k)         
If the Mortgaged Property becomes an REO Property, the same shall be acquired, managed and operated in the manner provided
in the Servicing Agreement.


 


(l)           
Prior to a Control Appraisal Period, the Note A Holder shall not be permitted to transfer all or any portion of Note B without
the prior consent of the Note B Holder. If a Control Appraisal Period has occurred and is continuing and the Mortgage Loan is a
Defaulted Mortgage Loan, the Note A Holder (or the Special Servicer acting on its behalf) shall have the right to sell Note B together
with Note A, without the Note B Holder’s consent, subject to satisfaction of the following conditions:


 


(A)       the Special Servicer has delivered to the Note B Holder: (a) at least fifteen (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 material 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 Note B 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 Controlling Class Representative (as such term is defined in the Servicing Agreement)) 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 any Servicer in connection with the proposed sale;


 


(B)        all offers are to be submitted to the Trustee in writing;


 


(C)        whether any cash offer constitutes a fair price for the Notes shall be determined by the Trustee; provided that no
offer from an Interested Person (as defined in the Servicing Agreement) shall constitute a fair price unless (a) it is the highest
offer received and (b) at least two bona fide other offers are received from independent third parties;


 


(D)        in determining whether any offer received represents a fair price for the Notes, the Trustee shall be supplied with and
shall rely on the most recent Appraisal or updated Appraisal conducted in accordance with the Servicing Agreement within the preceding
nine (9) month period or, in the absence of any such Appraisal, on a new Appraisal;


 


(E)         the Trustee may conclusively rely on the opinion of an Independent (as defined in the Servicing Agreement) appraiser or
other Independent expert in real estate matters retained by the Trustee at the


 



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expense of the Noteholders in connection with making
such determination; and


 


(F)         the Note B Holder shall be permitted to submit an offer at any sale of the Mortgage Loan unless such Person is the Mortgage
Loan Borrower or a Mortgage Loan Borrower Related Party.


 


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


 


The authority of the
Note A Holder to sell Note B and the obligations of the Note B Holder to execute and deliver instruments or deliver Note B,
upon request of the Note A Holder, shall terminate and cease to be of any further force or effect upon the date, if any, upon
which the Securitization is terminated in accordance with its terms.


 


Section 6.          
Appointment of the Controlling Noteholder Representative.


 


(a)          
The Controlling Noteholder shall have the right at any time to appoint a representative (the “Controlling Noteholder
Representative”) to exercise its rights hereunder. The Controlling Noteholder shall have the right in its sole discretion
at any time and from time to time to remove and replace the Controlling Noteholder Representative. When exercising its various
rights under Section 5 and elsewhere in this Agreement, the Controlling Noteholder may, at its option, in each case, act through
the Controlling Noteholder Representative. The Controlling Noteholder Representative may be any Person (other than the Mortgage
Loan Borrower, its principal or any Affiliate of the Mortgage Loan Borrower), including, without limitation, the Controlling Noteholder,
any officer or employee of the Controlling Noteholder, any Affiliate of the Controlling Noteholder or any other unrelated third
party. No such Controlling Noteholder Representative shall owe any fiduciary duty or other duty to any other Person (other than
the Controlling Noteholder). All actions that are permitted to be taken by the Controlling Noteholder under this Agreement may
be taken by the Controlling Noteholder Representative acting on behalf of the Controlling Noteholder and the Note A Holder will
accept such actions of the Controlling Noteholder Representative as actions of the Controlling Noteholder. The Note A Holder (or
any Servicer on its behalf) shall not be required to recognize any Person as an Controlling Noteholder Representative until the
Controlling Noteholder has notified the Note A Holder (and any Servicer) of such appointment and, if the Controlling Noteholder
Representative is not the same Person as the Controlling Noteholder, the Controlling Noteholder Representative provides the Note
A Holder (and any Servicer) with written confirmation of its acceptance of such appointment, an address (including e-mail) and
telecopy number for the delivery of notices and other correspondence and a list of officers or employees


 



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of such person with whom
the parties to this Agreement may deal (including their names, titles, work addresses (including e-mail) and telecopy numbers).
The Note A Holder shall promptly deliver such information to any Servicer.


 


(b)         
Neither the Controlling Noteholder Representative nor the Controlling Noteholder will have any liability to the Note A Holder
or any other Person for any action taken, or for refraining from the taking of any action pursuant to this Agreement or the Servicing
Agreement, or errors in judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance, bad faith
or gross negligence. The Note A Holder and the Note B Holder agree that the Controlling Noteholder Representative and any Controlling
Noteholder (whether acting in place of the Controlling Noteholder Representative when no Controlling Noteholder Representative
shall have been appointed hereunder or otherwise exercising any right, power or privilege granted to such Controlling Noteholder
hereunder) may take or refrain from taking actions that favor the interests of one Noteholder over the other Noteholder, and that
the Controlling Noteholder Representative may have special relationships and interests that conflict with the interests of a Noteholder
and, absent willful misfeasance, bad faith or gross negligence on the part of the Controlling Noteholder Representative or such
Controlling Noteholder, as the case may be, agree to take no action against the Controlling Noteholder Representative, such Controlling
Noteholder 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 Noteholder Representative nor such Controlling Noteholder will be deemed to have
been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misfeasance or to have recklessly disregarded
any exercise of its rights by reason of its having acted or refrained from acting solely in the interests of the Note A Holder
or the Note B Holder, as applicable.


 


(c)          
If the Note A Holder is the Controlling Noteholder, the Note B Holder acknowledges and agrees all of the aforementioned
rights and obligations of the Controlling Noteholder and the Controlling Noteholder Representative set forth in Section 5(f) and
this Section 6 shall be exercisable by the Note A Holder (or the applicable Person specified in the Servicing Agreement) to
the extent set forth in the Servicing Agreement.


 


Section 7.          
Special Servicer. Subject to the terms of the Servicing Agreement, the Note A Holder (or the holders of the majority
of the class of securities issued in a Securitization that is entitled to exercise such rights), at its expense (including, without
limitation, the reasonable costs and expenses of counsel to any third parties and costs and expenses of the terminated Special
Servicer), shall have the right to appoint a replacement Special Servicer under the Servicing Agreement, with or without cause.


 


Section 8.          
Payment Procedure.


 


(a)          
The Note A Holder (or the Servicer on its behalf), in accordance with the priorities set forth in Section 3 or 4, as applicable,
and subject to the terms of the Servicing Agreement, shall deposit or cause to be deposited all payments and collections on the
Mortgage Loan allocable to the Notes to the Collection Account for the Notes established pursuant to the Servicing Agreement. The
Note A Holder (or the Servicer on its behalf) shall establish a segregated sub-account for amounts due to the Note A Holder and
the Note B Holder. The Note A Holder (or the Servicer acting on its behalf) shall deposit such amounts to the applicable


 



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account
within two (2) Business Days of receipt of properly identified payments and collections by the Note A Holder (or the Servicer acting
on its behalf) from or on behalf of the Mortgage Loan Borrower.


 


(b)         
If the Note A Holder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any time
that any amount received or collected in respect of Note A or Note B must, pursuant to any insolvency, bankruptcy, fraudulent conveyance,
preference or similar law, be returned to the Mortgage Loan Borrower or paid to the Note A Holder, the Note B Holder or any Servicer
or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Note A Holder (or the Servicer on
its behalf) shall not be required to distribute any portion thereof to the Note B Holder or the Note A Holder, as applicable, and
the Note B Holder will promptly on demand by the Note A Holder (or the Servicer on its behalf) repay to the Note A Holder (or the
Servicer on its behalf) any portion thereof that the Note A Holder (or the Servicer on its behalf) shall have theretofore distributed
to the Note B Holder together with interest thereon at such rate, if any, as the Note A Holder shall have been required to pay
to any Mortgage Loan Borrower, the Note A Holder, Master Servicer, Special Servicer or such other Person with respect thereto.


 


(c)          
If, for any reason, the Note A Holder (or the Servicer on its behalf) makes any payment to the Note B Holder before the
Note A Holder (or the Servicer on its behalf) has received the corresponding payment (it being understood that the Note A Holder
(or the Servicer on its behalf) is under no obligation to do so), and the Note A Holder (or the Servicer on its behalf) does not
receive the corresponding payment within three (3) Business Days of its payment to the Note B Holder, the Note B Holder shall,
at the Note A Holder’s (or the Servicer’s on its behalf) request, promptly return that payment to the Note A Holder
(or the Servicer on its behalf).


 


(d)         
Each of the Note A Holder and the Note B 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 will promptly remit such excess to
the Note A Holder (or the Servicer on its behalf) subject to this Agreement and the Servicing Agreement. The Note A Holder (or
the Servicer on its behalf) shall have the right to offset any amounts due hereunder from the Note B Holder with respect to the
Mortgage Loan against any future payments due to the Note B Holder under the Mortgage Loan; provided that the Note A Holder’s
and the Note B Holder’s obligations under this Section 8 are separate and distinct obligations from one another and in no
event shall the Note A Holder (or the Servicer on its behalf) enforce the obligations of one Noteholder against another Noteholder.
Each Noteholder’s obligations under this Section 8 constitute absolute, unconditional and continuing obligations.


 


Section 9.          
Limitation on Liability of the Noteholders. Each Noteholder (including any Servicer, except as otherwise provided
in the Servicing Agreement) shall have no liability to the other Noteholder with respect to its Note except with respect to losses
actually suffered due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Noteholder (or
Servicer).


 


The Note B Holder acknowledges
that, subject to the terms and conditions hereof and the obligation of the Note A Holder (including any Servicer) to comply with,
and except as


 



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otherwise required by, the Servicing Standard, the Note A Holder (including any Servicer) may exercise, or omit to
exercise, any rights that the Note A Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse
to the interests of the Note B Holder and that the Note A Holder (including any Servicer) shall have no liability whatsoever to
the Note B Holder in connection with the Note A Holder’s exercise of rights or any omission by the Note A Holder to exercise
such rights other than as described above; provided, however, that the Servicer must act in accordance with the Servicing
Standard, this Agreement and the Servicing Agreement and the Note A Holder shall not be protected against any liability to the
Note B Holder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.


 


The Note A Holder acknowledges
that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that the Note
B Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note
A Holder and that the Note B Holder shall have no liability whatsoever to the Note A Holder in connection with the Note B Holder’s
exercise of rights or any omission by the Note B Holder to exercise such rights; provided, however, that the Note
B Holder shall not be protected against any liability to the Note A Holder that would otherwise be imposed by reason of willful
misfeasance, bad faith or negligence.


 


Section 10.           
Bankruptcy. Subject to the provisions of Section 5(f) hereof, the Note B Holder hereby covenants and agrees that
only the Note A Holder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under Bankruptcy
Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an
Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its
property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Subject to the provisions
of Section 5(f) hereof, the Note B Holder further agrees that only the Note A Holder, as a creditor, 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 B Holder hereby
appoints the Note A Holder as its agent, and grants to the Note A Holder an irrevocable power of attorney coupled with an interest,
and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Note B Holder in
connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding,
including, without limitation, the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election
under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate
the automatic stay with respect to the Mortgage Loan. The Note B Holder hereby agrees that, upon the request of the Note A Holder,
the Note B Holder shall execute, acknowledge and deliver to the Note A Holder all and every such further deeds, conveyances and
instruments as the Note A Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and
grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance
with the Servicing Standard and this Agreement.


 



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Section 11.           
Cure Rights of the Note B Holder.


 


(a)          
Subject to Section 11(b) below, in the event that the Mortgage Loan Borrower fails to make any payment of principal or interest
on the Mortgage Loan by the end of the applicable grace period for such payment permitted under the applicable Mortgage Loan Documents
(a “Monetary Default”), the Note A Holder shall promptly provide notice to the Note B Holder and the Controlling
Noteholder Representative of such default (the “Monetary Default Notice”). The Note B Holder shall have the
right, but not the obligation, to cure such Monetary Default within ten (10) Business Days after receiving the Monetary Default
Notice (the “Cure Period”). At the time a payment is made to cure a Monetary Default, the Note B Holder shall
pay or reimburse the Note A Holder for all unreimbursed Advances (whether or not recoverable), Advance Interest Amounts, any unpaid
fees to any Servicer and any Additional Servicing Expenses. The Note B Holder shall not be required, in order to effect a cure
hereunder, to pay any default interest or late charges under the Mortgage Loan Documents. So long as a Monetary Default exists
for which a cure payment permitted hereunder is made, such Monetary Default shall not be treated as an Event of Default by the
Note A Holder (including for purposes of (i) the definition of “Sequential Pay Event,” (ii) accelerating the Mortgage
Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or
the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property, or
(iii) treating the Mortgage Loan as a Specially Serviced Mortgage Loan); provided that such limitation shall not prevent
the Note A Holder from collecting default interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by a Noteholder
on behalf of the Mortgage Loan Borrower to effect any cure shall be reimbursable to such Noteholder under Section 3 or Section 4,
as applicable.


 


(b)         
Notwithstanding anything to the contrary contained in Section 11(a), the Note B Holder shall be limited to six (6) cures
of Monetary Defaults in any 12 month period, but in no event more than twelve (12) cures of Monetary Defaults over the term of
the Mortgage Loan, and six (6) cures of Non-Monetary Defaults over the term of the Mortgage Loan, it being understood that a Non-Monetary
Default Cure Period that may extend longer than one month in accordance with Section 11(d) shall be considered to be a single cure.
Additional Cure Periods shall only be permitted with the consent of the Note A Holder.


 


(c)          
No action taken by the Note B Holder in accordance with this Agreement shall excuse performance by the Mortgage Loan Borrower
of its obligations under the Mortgage Loan Documents and the Note A Holder’s rights under the Mortgage Loan Documents shall
not be waived or prejudiced by virtue of the Note B Holder’s actions under this Agreement. Subject to the terms of this Agreement,
the Note B Holder shall be subrogated to the Note A Holder’s rights to any payment owing to the Note A Holder for which the
Note B Holder makes a cure payment as permitted under this Section 11 but such subrogation rights may not be exercised against
the Mortgage Loan Borrower until 91 days after Note A is paid in full.


 


(d)         
If an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary
Default”), the Note A Holder (or the Servicer on its behalf) shall promptly provide notice to the Note B Holder and the
Controlling Noteholder Representative of such failure (the “Non-Monetary Default Notice”) and


 



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the Note B Holder
shall have the right, but not the obligation, to cure such Non-Monetary Default within ten (10) days from the later of (i) the
expiration of the cure period of the Mortgage Loan Borrower under the Mortgage Loan Documents and (ii) receipt of the Non-Monetary
Default Notice; provided, however, if such Non-Monetary Default is susceptible of cure but cannot reasonably be cured
within such period and if curative action was promptly commenced and is being diligently pursued by the Note B Holder, the Note
B Holder shall be given an additional period of time as is reasonably necessary to enable the Note B Holder in the exercise of
due diligence to cure such Non-Monetary Default for so long as (i) the Note B Holder diligently and expeditiously proceeds to cure
such Non-Monetary Default, (ii) the Note B Holder makes all cure payments that it is permitted to make in accordance with the terms
and provisions of Section 11(a) hereof, (iii) such additional period of time does not exceed sixty (60) days, (iv) such Non-Monetary
Default is not caused by an Insolvency Proceeding or during such period of time that the Note B Holder has to cure a Non-Monetary
Default in accordance with this Section 11(d) (the “Non-Monetary Default Cure Period”), an Insolvency Proceeding
does not occur and (v) during such Non-Monetary Default Cure Period, there is no material adverse effect on the Mortgage Loan Borrower
or the Mortgaged Property or the value of the Mortgage Loan as a result of such Non-Monetary Default or the attempted cure.


 


Section 12.           
Purchase of Note A by the Note B Holder. The Note B Holder shall have the right, by written notice to the Note A
Holder (a “Noteholder Purchase Notice”), delivered at any time an Event of Default under the Mortgage Loan has
occurred and is continuing, to purchase, in immediately available funds, Note A in whole but not in part at the applicable Defaulted
Mortgage Loan Purchase Price. Upon the delivery of the Noteholder Purchase Notice to the Note A Holder, the Note A Holder shall
sell (and the Note B Holder shall purchase) Note A (including, without limitation, any Notes therein) at the applicable Defaulted
Mortgage Loan Purchase Price, on a date (the “Defaulted Note Purchase Date”) (i) not more than ten (10) Business
Days after the written exercise by the Note B Holder to purchase Note A or (ii) not more than thirty (30) days after the written
exercise by the Note B Holder to purchase Note A if the Note B Holder deposits 10% of the Defaulted Mortgage Loan Purchase Price
with the Note A Holder within ten (10) Business Days after the written exercise of the Note B Holder to purchase Note A. The Noteholder
Purchase Notice shall contain a statement that the Note B Holder’s failure to purchase Note A on a Defaulted Note Purchase
Date will result in the termination of such right. The Note B Holder agrees that the sale of Note A shall comply with all requirements
of the Servicing Agreement and that all costs and expenses related thereto shall be paid by the Note B Holder. The Defaulted Mortgage
Loan Purchase Price shall be calculated by the Note A Holder (or the Servicer on its behalf) three (3) Business Days prior to the
Defaulted Note Purchase Date (and such calculation shall be accompanied by a listing of all amounts included in the Defaulted Mortgage
Loan Purchase Price), and shall, absent manifest error, be binding upon the Note B Holder. Concurrently with the payment to the
Note A Holder in immediately available funds of its respective portion of the applicable Defaulted Mortgage Loan Purchase Price,
the Note A Holder shall execute at the sole cost and expense of the Note B Holder in favor of the Note B Holder assignment documentation
that will assign Note A and the Mortgage Loan Documents without recourse, representations or warranties (except the Note A Holder,
and the Note B Holder, as applicable, will represent and warrant that it had good and marketable title to, was the sole owner and
holder of, and had power and authority to deliver the Mortgage Loan or Note, as applicable, free and clear of all liens and encumbrances).
The right of the Note B Holder to purchase Note A shall automatically terminate upon a foreclosure sale,


 



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sale by power of sale
or acceptance of a deed in lieu of foreclosure with respect to the Mortgaged Property (and the Note A Holder shall give the Note
B Holder fifteen (15) days notice of its intent with respect to any such action). Notwithstanding the foregoing sentence, if title
to the Mortgaged Property is transferred to the Note A Holder (or a designee on its behalf) less than fifteen (15) days after
the acceleration of the Mortgage Loan, the Note A Holder shall notify the Note B Holder of such transfer and the Note B Holder
shall have a fifteen (15) day period from the date of such notice from the Note A Holder to deliver the Noteholder Purchase
Notice to the Note A Holder, in which case the Note B Holder will be obligated to purchase the Mortgaged Property, in immediately
available funds, within such fifteen (15) day period at the applicable Defaulted Mortgage Loan Purchase Price.


 


Section 13.           
Representations of the Note B Holder. The Note B Holder represents, and it is specifically understood and agreed,
that it is acquiring Note B for its own account in the ordinary course of its business and the Note A Holder shall otherwise have
no liability or responsibility to the Note B Holder except as expressly provided herein or for actions that are taken or omitted
to be taken by the Note A Holder that constitute gross negligence or willful misconduct or that constitute a breach of this Agreement.
The Note B 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 its charter or any law or contractual
restriction binding upon the Note B Holder, and that this Agreement is the legal, valid and binding obligation of the Note B Holder
enforceable against the Note B 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. The
Note B Holder represents and warrants that it is duly organized, validly existing, in good standing and possesses of all licenses
and authorizations necessary to carry on its business. The Note B Holder represents and warrants that (a) this Agreement has been
duly executed and delivered by the Note B Holder, (b) to the Note B 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 the Note B Holder have been obtained or made, (c) to the Note B Holder’s actual knowledge, there is
no pending action, suit or proceeding, arbitration or governmental investigation against the Note B Holder, an adverse outcome
of which would materially and adversely affect its performance under this Agreement and (d) the acquisition and holding of Note
B will not result in a non-exempt violation of any applicable federal, state or local law that is materially similar to Section
406 of ERISA or Section 4975 of the Code.


 


The Note B Holder acknowledges
that the Note A Holder does not owe the Note B Holder any fiduciary duty with respect to any action taken under the Mortgage
Loan Documents and, except as provided herein, need not consult with the Note B Holder with respect to any action taken by the
Note A Holder in connection with the Mortgage Loan.


 


The Note B Holder expressly
and irrevocably waives for itself and any Person claiming through or under the Note B Holder any and all rights that it may have
under Section 1315 of the New York Real Property Actions and Proceedings Law or the provisions of


 



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any similar law which purports
to give a junior loan Noteholder the right to initiate any loan enforcement or foreclosure proceedings.


 


Section 14.           
Representations of the Initial Note A Holder. The Initial Note A 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 the Initial Note A Holder’s charter or any law or contractual restriction binding upon the
Initial Note A Holder, and that this Agreement is the legal, valid and binding obligation of the Initial Note A Holder enforceable
against the Initial Note A Holder in accordance with its terms. The Initial Note A Holder represents and warrants that it is duly
organized, validly existing, in good standing and possession of all licenses and authorizations necessary to carry on its business.
The Initial Note A Holder represents and warrants that (a) this Agreement has been duly executed and delivered by the Initial
Note A Holder, (b) to the Initial Note A 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 the Initial Note A Holder has been obtained or made and (c) to the Initial Note A Holder’s actual
knowledge, there is no pending action, suit or proceeding, arbitration or governmental investigation against the Initial Note A
Holder, an adverse outcome of which would materially and adversely affect its performance under this Agreement.


 


Section 15.           
Independent Analysis of the Note B Holder. The Note B Holder acknowledges that it has, independently and without
reliance upon the Note A Holder, except with respect to the representations and warranties provided by the Note A Holder herein,
and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to purchase
Note B and the Note B Holder accepts responsibility therefor. The Note B Holder hereby acknowledges that, other than the representations
and warranties provided herein, the Note A Holder has made no representations or warranties with respect to the Mortgage Loan,
subject to such representations and warranties as provided by the Note A Holder herein, and that the Note A Holder shall have no
responsibility for (i) the collectibility of the Mortgage Loan, (ii) the validity, enforceability or legal effect of any of the
Mortgage Loan Documents or the title insurance policy or policies or any survey furnished or to be furnished to the Note A Holder
in connection with the origination of the Mortgage Loan, (iii) the validity, sufficiency or effectiveness of the lien created or
to be created by the Mortgage Loan Documents, or (iv) the financial condition of the Mortgage Loan Borrower. The Note A Holder
assumes all risk of loss in connection with Note A except as specifically set forth herein. The Note B Holder assumes all risk
of loss in connection with Note B except as specifically set forth herein.


 


Section 16.           
No Creation of a Partnership or Exclusive Purchase Right. Nothing contained in this Agreement, and no action taken
pursuant hereto shall be deemed to constitute the relationship created hereby among any of the Noteholders as a partnership, association,
joint venture or other entity. The Note A Holder shall have no obligation whatsoever to offer to the Note B Holder the opportunity
to purchase a Note interest in any future loans originated by the Note A Holder or its Affiliates and if the Note A Holder chooses
to offer to the Note B Holder the opportunity to purchase a Note interest in any future mortgage loans originated by the Note A
Holder or its Affiliates, such offer shall be at such purchase price and interest rate as the Note A Holder chooses, in its sole
and absolute discretion. The Note B


 



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Holder shall not have any obligation whatsoever to purchase from the Note A Holder a Note interest
in any future loans originated by the Note A Holder or its Affiliates.


 


Section 17.           
Not a Security. Note B shall not be deemed to be a security within the meaning of the Securities Act of 1933 or the
Securities Exchange Act of 1934.


 


Section 18.           
Other Business Activities of the Noteholders. Each Noteholder acknowledges that any Noteholder or its Affiliates
may make loans or otherwise extend credit to, and generally engage in any kind of business with, any Affiliate of the 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 19.           
Sale of Note A and Note B.


 


(a)          
The Note B Holder agrees that it will not Transfer all or any portion of Note B except that the Note B Holder shall have
the right to Transfer its respective Note, or any portion thereof, without the consent of the Note A Holder or any other Person
(i) to a Qualified Transferee, or (ii) to an entity that is not a Qualified Transferee; provided that:


 


(A) in the
case of both clauses (i) and (ii) such transfer would not cause Note B to be directly held by more than five (5) Persons, and


 


(B) in the
case of clause (ii) the Note B Holder obtains (1) prior to a Securitization, the consent of the Note A Holder, which shall not
be unreasonably withheld, delayed or conditioned and (2) after a Securitization, Rating Agency Confirmation (and for avoidance
of doubt, no consent of the Note A Holder shall be required after a Securitization).


 


If Note B is held by
more than one Note B Holder at any time, the holders of a majority of the Note B Principal Balance shall immediately appoint a
representative to exercise all rights of Note B hereunder.


 


Notwithstanding the foregoing,
without the Note A Holder’s prior consent, which may be withheld in the Note A Holder’s sole discretion, the Note B
Holder shall not Transfer all or any portion of Note B 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 Note B Holder
agrees it will pay the reasonable documented expenses of the Note A Holder (including all expenses of the Master Servicer and the
Special Servicer) in connection with any such Transfer by the Note B Holder. The Agent shall provide two (2) Business Days prior
written notice to each Rating Agency of any Transfer of Note B.


 


(b)         
Notwithstanding the foregoing, the Note B Holder shall have the right, without the need to obtain the consent of the Note
A Holder or any other Person, to Transfer 49% or less (in the aggregate) of its interest in Note B to any Person; provided
that any such Transfer shall be made in accordance with the other terms of this Section 19.


 



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(c)          
All Transfers of Note B, other than transfer of a participation interest in Note B, under Sections 19(a) and (b) shall be
made upon written notice to the Note A Holder not later than the date of such Transfer, and each transferee shall (i) execute
an assignment and assumption agreement whereby such transferee represents that it is a Qualified Transferee (except in the case
of a transfer of less than 49% of Note B) or that the applicable consent and/or confirmation described in Section 19(a) has been
obtained and assumes all or a ratable portion, as the case may be, of the obligations of the Note B Holder hereunder with respect
to Note B from and after the date of such assignment (or, in the case, of a pledge, collateral assignment or other encumbrance
made in accordance with Section 19(g) by the Note B Holder of Note B solely as security for a loan to the Note B Holder made by
a third-party lender whereby the Note B Holder remains fully liable under this Agreement, on or before the date on which such
lender succeeds to the rights of the Note B Holder by foreclosure or otherwise, such third-party lender executes an agreement that
such lender shall be bound by the terms and provisions of this Agreement and the obligations of the Note B Holder hereunder) and
(ii) agree in writing to be bound by the Servicing Agreement.


 


(d)         
Upon the consummation of a Transfer of all or any portion of Note B in accordance with this Agreement, the transferring
Person shall be released from all liability arising under this Agreement with respect to Note B (or the portion thereof that was
the subject of such Transfer), for the period after the effective date of such Transfer (it being understood and agreed that the
foregoing release shall not apply in the case of a sale, assignment, transfer or other disposition of a participation interest
in Note B as described in clause (e) below). In connection with any such permitted transfer of a portion of Note B and for
all purposes of this Agreement, the Note A Holder need only recognize the majority holder of Note B for purposes of notices, consents
and other communications between the Note A Holder and such majority holder of Note B shall be the only Person authorized hereunder
to exercise any rights of the Note B Holder under this Agreement; provided, however, the majority holder of
Note B may from time to time designate any other Person as an additional party entitled to receive notices, consents and other
communications and/or to exercise rights on behalf of the Note B Holder hereunder by delivering written notice thereof to the Note
A Holder, and, from and after delivery of such notice, such designee shall be so authorized hereunder and shall be the only party
entitled to receive such notices, consents and such other communications and/or to exercise such rights.


 


(e)          
In the case of any sale, assignment, transfer or other disposition of a participation interest in a Note, (i) such
Noteholder’s obligations under this Agreement shall remain unchanged, (ii) such Noteholder shall remain solely responsible
for the performance of such obligations, (iii) the other Noteholder and any Persons acting on its behalf shall continue to
deal solely and directly with such Noteholder in connection with such Noteholder’s rights and obligations under this Agreement
and the Servicing Agreement, and (iv) all amounts payable hereunder shall be determined as if such Noteholder had not sold such
participation interest; provided, however, that if the applicable participant is a Qualified Transferee (and delivers
to the other Noteholder a certification from an authorized officer confirming its status as a Qualified Transferee), such Noteholder,
by written notice to the other Noteholder, may delegate to such participant such Noteholder’s right to exercise the rights
of the Controlling Noteholder hereunder and under the Servicing Agreement; provided, further, however, that
upon the occurrence of a Control Appraisal Period with respect to Note B, the aforesaid delegation of rights shall terminate and
be of no further force and effect.


 



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(f)          
The Note A Holder shall have the right to Transfer all or any portion of Note A without the prior consent of any Noteholder
except that, the Note A Holder shall not Transfer all or any portion of Note A to the Mortgage Loan Borrower or a Mortgage Loan
Borrower Related Party and any such Transfer to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party shall be absolutely
null and void and shall vest no rights in the purported transferee.


 


(g)         
Notwithstanding anything to the contrary contained herein, each Noteholder may pledge or transfer (a “Pledge”)
its Note to any entity (other than the Mortgage Loan Borrower or any Affiliate thereof) that has either extended a credit or repurchase
facility to, or is involved in the facilitation of a securities issuance program for, such Noteholder and that, in each case, is
either a Qualified Transferee or a financial institution whose long-term unsecured debt is rated at least “A” (or the
equivalent) or better by each Rating Agency (a “Note Pledgee”), or to a Person with respect to which a Rating
Agency Confirmation has been obtained, on terms and conditions set forth in this Section 19(g), it being further agreed that
a financing provided by a Note Pledgee to a Noteholder or any Affiliate that Controls such Noteholder that is secured by such Noteholder’s
interest in its respective Note and is structured as a repurchase arrangement, shall qualify as a “Pledge” hereunder;
provided that a Note Pledgee that is not a Qualified Transferee may not take title to the pledged Note without (a) prior
to Securitization, the consent of each other Noteholder and (b) after Securitization, Rating Agency Confirmation. Upon written
notice, if any, by the pledging Noteholder to the other Noteholder and the Servicer that a Pledge has been effected (including
the name and address of the applicable Note Pledgee), the other Noteholder agrees to acknowledge receipt of such notice and thereafter
agrees: (i) to give such Note Pledgee written notice of any default by the pledging Noteholder in respect of its obligations
under this Agreement of which default such Noteholder has actual knowledge and which shall be given simultaneously with the giving
of such notice to the pledging Noteholder; (ii) to allow such Note Pledgee a period of ten (10) Business Days to cure
a default by the pledging Noteholder in respect of its obligations to the other Noteholder 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 and which consent shall be deemed to be given if Note Pledgee shall fail to respond to any request
for consent to any such amendment, modification, waiver or termination within 10 Business Days after request thereof; (iv) that
the other Noteholder shall accept any cure by such Note Pledgee of any default of the pledging Noteholder which such pledging Noteholder
has the right to effect hereunder, as if such cure were made by such pledging Noteholder; (v) that the other Noteholder or
any Servicer shall deliver to Note Pledgee such estoppel certificate(s) as Note Pledgee shall reasonably request; provided
that any such certificate(s) shall be in a form reasonably satisfactory to the other Noteholder; and (vi) that, upon written
notice (a “Redirection Notice”) to the other Noteholder and any Servicer by such Note Pledgee that the pledging
Noteholder is in default, beyond any applicable cure periods with respect to the pledging Noteholder’s obligations to such
Note Pledgee pursuant to the applicable credit agreement or other agreement relating to the Pledge between the pledging Noteholder
and such Note Pledgee (which notice need not be joined in or confirmed by the pledging Noteholder), and until such Redirection
Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee (or at any time that the pledging Noteholder otherwise directs
that such payments be made to Note Pledgee pursuant to a separate notice)


 



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shall be entitled to receive any payments that any Noteholder
or Servicer would otherwise be obligated to pay to the pledging Noteholder from time to time pursuant to this Agreement or any
Servicing Agreement. Any pledging Noteholder hereby unconditionally and absolutely releases the other Noteholder and any Servicer
from any liability to the pledging Noteholder on account of any Noteholder’s or Servicer’s compliance with any Redirection
Notice believed by any Servicer or other Noteholder in good faith to have been delivered by a Note Pledgee. Note Pledgee shall
be permitted to exercise fully its rights and remedies against the pledging Noteholder (and accept an assignment in lieu of foreclosure
as to such collateral), in accordance with applicable law, the pledge agreement, repurchase agreement or similar agreement between
the pledging Noteholder and the Note Pledgee and this Agreement. In such event, or if the pledging Noteholder otherwise assigns
its interests to the Note Pledgee, the other Noteholder and any Servicer shall recognize such Note Pledgee (and any transferee
other than the Mortgage Loan Borrower or any Affiliate thereof that is also a Qualified Transferee 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 Noteholder’s rights, remedies and obligations under this Agreement, and any such Note Pledgee or Qualified Transferee
shall assume in writing the obligations of the pledging Noteholder 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 19(g) shall remain effective as to any Noteholder (and any Servicer) unless and until such
Note Pledgee shall have notified any such Noteholder (and any Servicer, as applicable) in writing that its interest in the pledged
Note has terminated.


 


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


 


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


 


(ii)         
The Conduit Credit Enhancer and conduit manager (if Moody’s rates the Securitization) will be a Qualified Transferee;


 


(iii)        
Such Noteholder will pledge (or sell, transfer or assign as part of a repurchase facility) its interest in the applicable
Note to the Conduit as collateral for the Conduit Inventory Loan;


 


(iv)        
The Conduit Credit Enhancer and the Conduit will agree that, if such Noteholder 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 Noteholder, the Conduit
Credit Enhancer will purchase the Conduit Inventory Loan from the Conduit, and the Conduit will assign the pledge of such Noteholder’s
Note to the Conduit Credit Enhancer; and


 



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(v)         
Unless the Conduit is in fact then a Qualified Transferee, the Conduit will not, without obtaining the consent of each other
Noteholder, have any greater right to acquire the interests in the Note pledged by such Noteholder, by foreclosure or otherwise,
than would any other purchaser that is not a Qualified Transferee at a foreclosure sale conducted by a Note Pledgee.


 


Section 20.           
Registration of Transfer. In connection with any Transfer of a Note (but excluding any Note Pledgee unless and until
it realizes on its Pledge), except for transfer of a participation interest, a transferee shall execute an assignment and assumption
agreement as described in Section 19(c) whereby such transferee assumes all of the obligations of the applicable Noteholder hereunder
with respect to such Note thereafter accruing and agrees to be bound by the terms of this Agreement, including the restriction
on Transfers set forth in Section 19, from and after the date of such assignment. Notwithstanding the preceding sentence, a Trustee
shall not be required to execute an assignment and assumption agreement in connection with any Transfer of a Note if the obligations
are assumed pursuant to the Servicing Agreement. 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 19
and this Section 20. Any such purported transfer shall be absolutely null and void and shall vest no rights in the purported
transferee. Each Noteholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Agent and any other
Noteholder against any liability that may result if the transfer is not made in accordance with the provisions of this Agreement.


 


Section 21.           
Registration of Note A and Note B. 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, the principal amount (and stated interest)
of the Notes owing to each Noteholder and the names and addresses of any transferee of any Note of which the Agent has received
notice, in the form of a copy of the assignment and assumption agreement referred to in Section 19(c), 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, except in the case of the Initial Note A Holder and the Initial Note B Holder who may hold
their Notes through a nominee. Upon request of a Noteholder, the Agent shall provide such party with the names and addresses of
the Noteholders. To the extent another party is appointed as Agent hereunder, the Note A Holder and the Note B Holder hereby designate
such person as its agent under this Section 21 solely for purposes of maintaining the Note Register.


 


Section 22.           
Statement of Intent. The Agent and each Noteholder intend that the Notes be classified and the arrangement hereby
be maintained, in a manner consistent with rules applicable to a grantor trust under subtitle A, chapter 1, subchapter J, part
I, subpart E of the Code that is a fixed investment trust within the meaning of Treasury Regulation §301.7701-4(c), and the
parties will not take any action inconsistent with such classification. It is neither the purpose nor the intent of this Agreement
to create a partnership, joint venture, “taxable mortgage pool” or association taxable as a corporation among the parties.


 



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Section 23.           
No Pledge. This Agreement shall not be deemed to represent a pledge of any interest in any Mortgage Loan by the Note
A Holder to the Note B Holder. Except as otherwise provided in this Agreement and the Servicing Agreement, the Note B Holder shall
not have any interest in any property taken as security for any Mortgage Loan; provided, however, that if any such
property or the proceeds of any sale, lease or other disposition thereof shall be received, then the Note B Holder shall be entitled
to receive its share of such application in accordance with the terms of this Agreement and/or the Servicing Agreement.


 


Section 24.           
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
DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT
TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.


 


Section 25.           
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.


 



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Section 26.           
Modifications; Amendment. This Agreement shall not be modified, cancelled or terminated except by an instrument in
writing signed by the parties hereto (other than as set forth in Section 5(c)) and, after Securitization, any modification that
materially affects the rights of the Note A Holder shall be subject to Rating Agency Confirmation, except that no Rating Agency
Confirmation shall be required in connection with a modification to cure any ambiguity or to correct or supplement any provision
herein that may be defective or inconsistent with any other provisions herein or with the Servicing Agreement.


 


Section 27.           
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 permitted assigns. Each of the Master Servicer, Special Servicer, and related
Trustee is an intended third-party beneficiary of this Agreement. Except as provided herein, 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 19, each Noteholder 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 assigning Noteholder, hereunder, including, without limitation, the right to make further assignments.


 


Section 28.           
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 29.           
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 30.           
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 31.           
Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject
matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.


 


Section 32.           
Withholding Taxes.


 


(a)          
If the Note A 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 Note B Holder with respect to the Mortgage Loan as a result of the Note B Holder constituting
a Non-Exempt Person, the Note A Holder, in its capacity as servicer, shall be entitled to do so with respect to the Note B Holder’s
interest in such payment (all withheld amounts being deemed paid


 



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to the Note B Holder); provided that the Note A Holder
shall furnish the Note B 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 the Note B Holder to seek any allowable credits or deductions for the
Taxes so withheld in each jurisdiction in which the Note B Holder is subject to tax.


 


(b)         
The Note B Holder shall and hereby agrees to indemnify the Note A Holder against and hold the Note A Holder harmless from
and against any Taxes, interest, penalties and reasonable attorneys’ fees and disbursements arising or resulting from any
failure of the Note A Holder (or the Servicer on its behalf) to withhold Taxes from payment made to the Note B Holder in reliance
upon any representation, certificate, statement, document or instrument made or provided by the Note B Holder to the Note A Holder
in connection with the obligation of the Note A Holder to withhold Taxes from payments made to the Note B Holder, it being expressly
understood and agreed that the Note A 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.


 


(c)          
Contemporaneously with the execution of this Agreement and from time to time as reasonably requested by the Note A Holder
or Servicer during the term of this Agreement, the Note B Holder shall deliver to the Note A Holder or Servicer, as applicable,
evidence satisfactory to the Note A Holder substantiating whether the Note B Holder is a Non-Exempt Person and whether the Note
A Holder is 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 Note B 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 Note A Holder an Internal Revenue Service Form W-9 and (ii) if the Note B 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, the Note B Holder shall satisfy the requirements of the preceding sentence by furnishing to the Note A Holder
Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments) or Form W-8BEN or Form W-8BEN-E, as applicable,
or successor forms, as may be required from time to time, duly executed by the Note B Holder. The Note A Holder shall not be obligated
to make any payment hereunder to the Note B Holder in respect of the Note B or otherwise until the Note B Holder shall have
furnished to the Note A Holder the requested forms, certificates, statements or documents.


 


Section 33.           
Custody of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than Note B) shall
be held by the Note A Holder (or a custodian acting on behalf of the Note A Holder) on behalf of the registered holders of the
Notes. Notwithstanding anything to the contrary in this Agreement, upon a Securitization of Note A, the originals of all of the
Mortgage Loan Documents (other than Note B) shall be held by the custodian for the Securitization.


 



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Section 34.           
Notices. All notices required hereunder shall be given by (i) telephone (confirmed promptly in writing) or shall
be in writing and personally delivered, (ii) sent by 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), (iii) reputable overnight
delivery service (charges prepaid) or (iv) certified United States mail, postage prepaid return receipt requested, and addressed
to the respective parties at their addresses set forth on Exhibit B hereto, or at such other address as any party shall
hereafter inform the other party by written notice given as aforesaid. All written notices so given shall be deemed effective upon
receipt.


 


All notices and reports
(including, without limitation, Asset Status Reports) required to be delivered hereunder by the Note A Holder (or the Servicer
on its behalf) to the Controlling Noteholder (or its Controlling Noteholder Representative), or by the Controlling Noteholder (or
its Controlling Noteholder Representative) to the Note A Holder (or the Servicer on its behalf), shall also be delivered by the
applicable party to the Note B Holder.


 


Section 35.           
Broker. The Note A Holder and the Note B Holder represent to each other that no broker was responsible for bringing
about this transaction.


 


Section 36.           
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 20;


 


(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 of the Noteholders 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 20; and


 


(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.


 



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Section 37.           
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Note
A Holder. In the event that the Agent is terminated pursuant to this Section 37, all of its rights and obligations under this Agreement
shall be terminated, other than any rights or obligations that accrued prior to the date of such termination.


 


The Agent may resign
at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this
Agreement and perform the duties of the Agent hereunder. Natixis, as Initial Agent, may transfer its rights and obligations to
the Servicer, as successor Agent, at any time without the consent of any Noteholder. Natixis, as Initial Agent, shall promptly
and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity,
shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. The termination or resignation of
such Servicer, as Servicer under the Servicing Agreement, shall be deemed a termination or resignation of such Servicer as Agent
under this Agreement.


 


Upon a Securitization
of Note A, the Certificate Administrator shall automatically become and be the Agent.


 


Section 38.           
Servicing of the Loan. Pursuant to the Servicing Agreement, the Master Servicer (whose identity may change from time
to time as provided in the Servicing Agreement) will be appointed as the servicer of the Mortgage Loan and the Special Servicer
(whose identity may change from time to time as provided in the Servicing Agreement) will be appointed as the special servicer
of the Mortgage Loan, and the parties agree that the Master Servicer and Special Servicer will service the Mortgage Loan on behalf
of each Noteholder pursuant to the Servicing Agreement and subject to the terms hereof. The Note A Holder shall not enter into
any amendment to any Servicing Agreement that would materially and adversely affect the rights or interests of the Note B Holder
without obtaining the Note B Holder’s prior written consent which shall not be unreasonably withheld, conditioned or delayed.


 


Section 39.           
Conflict. To the extent of any inconsistency between the Servicing Agreement, on one hand, and this Agreement (without
regard to any references in this Agreement to the effect that a given defined term shall have the meaning of such defined term
or an analogous term in the Servicing Agreement), on the other, this Agreement shall control.


 


Section 40.           
Resizing. Notwithstanding any other provision of this Agreement, for so long as Natixis or an Affiliate of Natixis
(collectively, an “Original Entity”) is the owner of any 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 and/or
interest 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 of
the Owned Note prior to such amendments, (ii) immediately after giving effect to such amendment, the weighted average interest
rate of the Notes will be equal to the initial weighted average interest rate of the Notes immediately prior to such amendment,
(iii) such reallocated or


 



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component notes shall be automatically subject to the terms of this Agreement, and (iv) the Original
Entity holding the New Notes shall notify the other Noteholder, the Master Servicer, the Special Servicer, the Certificate Administrator
and the Trustee in writing of such modified allocations and principal amounts. A New Note may be structured as a pari passu
or senior/subordinate note. If the other Noteholder 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 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 other Noteholder. In connection with
the foregoing (provided the conditions set forth in (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 Noteholders, as applicable, solely for the purpose of
reflecting such reallocation of principal and/or interest. If a New Note is created out of Note A, the Original Entity shall designate
which Note will be eligible for “control” during a Control Appraisal Period and the holders of all other New Notes
will be treated as “Non-Controlling Senior Noteholders.” 


 


[SIGNATURE PAGE FOLLOWS]


 



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


 


	 	NATIXIS REAL ESTATE CAPITAL LLC, as Initial Note A Holder and Initial Agent
	 	 
	 	By:	/s/ Andrew Taylor
	 	 	Name: Andrew Taylor
	 	 	Title: Managing Director, Head of CMBS Americas
	 	 	 
	 	By:	/s/ Matthew McGowan
	 	 	Name: Matthew McGowan
	 	 	Title: Vice President
	 	 	 
	 	NATIXIS REAL ESTATE CAPITAL LLC, as Initial Note B Holder
	 	 	 
	 	By:	/s/ Andrew Taylor
	 	 	Name: Andrew Taylor
	 	 	Title: Managing Director, Head of CMBS Americas
	 	 	 
	 	By:	/s/ Matthew McGowan
	 	 	Name: Matthew McGowan
	 	 	Title: Vice President




 


7105-7115 37th
Avenue – Co-Lender (A/B)



     


     


    

 





EXHIBIT A



MORTGAGE LOAN SCHEDULE


 


A.       Description of
Mortgage Loan:


 


	Mortgage Loan:	7105-7115 37th Avenue
	Mortgage Loan Borrower:	590-600 One Realty Corp.
	Date of the Mortgage Loan and the Mortgage: 	August 9, 2019
	Initial Principal Amount of Mortgage Loan:	$16,500,000.00
	Location of Mortgaged Property:	Jackson Heights, NY
	Initial Maturity Date:	September 5, 2029


 


B.       Description of
Notes:


 


	Initial Note A Principal Balance:	$14,500,000.00
	Initial Note B Principal Balance:	$2,000,000.00
	Initial Note A Percentage Interest: 	87.878788%
	Initial Note B Percentage Interest:	12.121212%
	Note A Rate:	4.60%
	Note B Rate:	4.60%



 



    A-1


     


    

 




EXHIBIT B


 


Initial Note A Holder and Initial Note B Holder:



NATIXIS REAL ESTATE CAPITAL LLC



Notice Address:



Natixis Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Real Estate Administration

Facsimile: (212) 891-5777

Email: USCIBSAFAssetManagementTeam@natixis.com


 


with a copy to:



Natixis North America LLC

Office of the General Counsel

1251 Avenue of the Americas

New York, New York 10020


 


for legal notices, with a copy to:



CMBSlegal.notices@natixis.com


 



    B-1


     


    

 





EXHIBIT C



PERMITTED FUND MANAGERS


 


Westbrook Partners


iStar Financial Inc.


Capital Trust


Archon Capital, L.P.


Whitehall Street Real Estate Fund, L.P.


The Blackstone Group


Normandy Real Estate Partners


Dune Real Estate Partners


AllianceBernstein


Rockwood


RREEF Funds


Hudson Advisors


Artemis Real Estate Partners


Apollo Real Estate Advisors


Colony Capital, Inc.


Praedium Group


Fortress Investment Group, LLC


Lonestar Opportunity Funds


Clarion Partners


Walton Street Capital, LLC


Starwood Financial Trust


BlackRock, Inc.


Eightfold Real Estate Capital, L.P.


Rialto Capital Management, LLC


Rialto Capital Advisors, LLC


Raith Capital Partners, LLC


 



    C-1