Exhibit 4.14


 





EXECUTION VERSION


 


AGREEMENT BETWEEN NOTE HOLDERS


 


Dated as of March 8, 2018



by and between




 


BANK OF AMERICA, N.A.

(Initial Note A-1 Holder)


 


and


 


BANK OF AMERICA, N.A.

(Initial Note A-2 Holder)


  


North Bay Portfolio


 






     


     


    

 


TABLE OF CONTENTS 





	 	 	 
	 	 	Page
	 	 	 
	Section 1.	Definitions.	1
	Section 2.	Servicing of the Mortgage Loan.	15
	Section 3.	Priority of Payments.	23
	Section 4.	Workout.	24
	Section 5.	Administration of the Mortgage Loan.	24
	Section 6.	Rights of the Controlling Note Holder.	29
	Section 7.	Appointment of Special Servicer.	31
	Section 8.	Payment Procedure.	32
	Section 9.	Limitation on Liability of the Note Holders.	33
	Section 10.	Bankruptcy.	33
	Section 11.	Representations of the Note Holders.	34
	Section 12.	No Creation of a Partnership or Exclusive Purchase Right.	35
	Section 13.	Other Business Activities of the Note Holders.	35
	Section 14.	Sale of the Notes.	35
	Section 15.	Registration of the Notes and Each Note Holder.	38
	Section 16.	Governing Law; Waiver of Jury Trial.	39
	Section 17.	Submission To Jurisdiction; Waivers.	39
	Section 18.	Modifications.	40
	Section 19.	Successors and Assigns; Third Party Beneficiaries.	40
	Section 20.	Counterparts.	40
	Section 21.	Captions.	40
	Section 22.	Severability.	40
	Section 23.	Entire Agreement.	40
	Section 24.	Withholding Taxes.	40
	Section 25.	Custody of Mortgage Loan Documents.	42
	Section 26.	Cooperation in Securitization.	42
	Section 27.	Notices.	43
	Section 28.	Broker.	43
	Section 29.	Certain Matters Affecting the Agent.	43
	Section 30.	Resignation or Termination of Agent.	44
	Section 31.	Resizing.	44







 






    -i- 


     


    

 


This AGREEMENT BETWEEN
NOTE HOLDERS (this “Agreement”), dated as of February 2, 2018 by and between BANK OF AMERICA, N.A. (“BANA”
and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 described below, the “Initial
Note A-1 Holder” and, in its capacity as the initial agent, the “Initial Agent”), and BANA (together
with its successors and assigns in interest, in its capacity as initial owner of Note A-2 described below, the “Initial
Note A-2 Holder”; the Initial Note A-1 Holder and the Initial Note A-2 Holder are referred to collectively herein as
the “Initial Note Holders”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Mortgage Loan Agreement (as defined herein), BANA 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 (collectively, the “Mortgage Loan Borrower”), evidenced as of the date hereof,
inter alia, by two (2) promissory notes, each dated as of March 8, 2018 and made by the Mortgage Loan Borrower as follows:
Promissory Note A-1, in favor of BANA, as lender, in the original principal amount of $35,000,000 (as amended, modified, consolidated,
or supplemented, “Note A-1”) and Promissory Note A-2, in favor of BANA, as lender, in the original principal
amount of $19,000,000 (as amended, modified, consolidated, or supplemented, “Note A-2” and, together with Note
A-1, the “Notes”). The Notes are secured by a first mortgage (as amended, modified or supplemented, the “Mortgage”)
on certain real property located as described on the Mortgage Loan Schedule (the “Mortgaged Property”);


 


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


 


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


 


Section 1.     Definitions. References to a “Section” or the “recitals” are, unless otherwise specified,
to a Section or the recitals of this Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed
to such terms, or analogous terms, in the Lead Securitization Servicing Agreement. To the extent of any conflict between this Agreement
and the Lead Securitization 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. Whenever a term
is defined as having the meaning set forth in the Lead Securitization Servicing Agreement or substantially similar language, it
shall be deemed to refer to the definition of such term (or if no such definition exists, the definition of any term substantially
similar thereto) as is set forth in the Lead Securitization Servicing Agreement.


 


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


 






     


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


“BANA”
shall have the meaning assigned to such term in the preamble to this 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 mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York or Charlotte, North
Carolina, or the place of business of the trustee under the Lead Securitization or any servicer of the Mortgage Loan or the New
York Stock Exchange or the Federal Reserve Bank of New York is not open for business.


 


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


 


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


 


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


 


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


 






    -2- 


     


    

 


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


 


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


 


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


 


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


 


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


 


“Controlling
Note” shall mean Note A-1.


 


“Controlling
Note Holder” shall mean the holder of the Controlling Note; provided that at any time the Controlling Note is
included in a Securitization, references to the “Controlling Note Holder” herein shall mean the holders of the majority
of the class of securities issued in such Securitization designated as the “controlling class” or any other party that
is assigned the rights to exercise the rights of the “Controlling Note Holder” hereunder, as and to the extent provided
in the related Securitization Servicing Agreement (including without limitation subject to any restrictions applicable to the Mortgage
Loan Borrower or affiliates of the Mortgage Loan Borrower provided in the Lead Securitization Servicing Agreement).


 


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


 


“Custodian”
shall mean the custodian or analogous party appointed as provided in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 






    -3- 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -4- 


     


    

 


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


 


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


 


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


 


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


 


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


 


“Lead Securitization
Note” shall mean the Note(s) included in the Lead Securitization.


 


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


 


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


 


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


 


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


 


“Master Servicer”
shall mean the master servicer or analogous party appointed as provided in the Lead Securitization Servicing Agreement.


 


“Master Servicer
Non-Lead Securitization Note Remittance Date” shall mean, with respect to each Non-Lead Securitization Note, the earlier
of (a) the “Serviced Whole Loan Remittance Date” (or analogous term) as defined in the Lead Securitization Servicing
Agreement or (b) the first Business Day after the “determination date,” as such term or a similar term is defined in
the applicable Non-Lead Securitization Servicing Agreement, provided, however, that no remittance is required to
be made until one (1) Business Day of receipt of properly identified funds by the Lead Securitization Note Holder (or the Master
Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower (provided, that to the extent that any payment
is received after 2:00 p.m. (Eastern Time) on any given Business Day, the Master Servicer is required to use commercially reasonable
efforts to deposit such payments into the applicable


 






    -5- 


     


    

 


account
within one (1) Business Day of receipt of such payments but, in any event, the Master Servicer is required to deposit such payments
into the applicable account within two (2) Business Days of receipt of such payments).


 


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


 


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


 


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


 


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


 


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


 


“Mortgage Loan
Agreement” shall mean the Loan Agreement, dated as of March 8, 2018, between BANA, as lender, and the Mortgage Loan Borrower,
as the same may be further amended, restated, supplemented or otherwise modified from time to time, subject to the terms hereof.


 


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


 


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


 


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


 


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


 


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


 


“New Notes”
shall have the meaning assigned to such term in Section 31.


 


“Non-Controlling
Note” shall mean any Note, other than the Controlling Note, including any New Note designated as a “Non-Controlling
Note” hereunder pursuant to Section 31.


 


“Non-Controlling
Note Holder” shall mean any holder of a Non-Controlling Note; provided that at any time such holder’s respective
Note is included in a Securitization, references to such “Non-Controlling Note Holder” herein shall mean the “Directing
Certificateholder”, “Directing Holder”, “Controlling Class Representative” or any other party assigned
the rights to


 






    -6- 


     


    

 


exercise
the rights of such “Non-Controlling Note Holder” hereunder, as and to the extent provided in the related Non-Lead
Securitization Servicing Agreement (including without limitation subject to any restrictions applicable to the Mortgage Loan Borrower
or affiliates of the Mortgage Loan Borrower provided in the Non-Lead Securitization Servicing Agreement) and as to the identity
of which the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer) has been given written notice.
The Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall not be required
at any time to deal with more than one party as the representative of the “controlling class” holder(s) in respect
of any Note that is exercising the rights of a “Non-Controlling Note Holder” herein or under the Lead Securitization
Servicing Agreement (it being understood, for the avoidance of doubt, that the Lead Securitization Note Holder (or the Master
Servicer or Special Servicer on its behalf) may additionally need to deal with the master servicer, special servicer or other
person party to the related Securitization Servicing Agreement) and (x) to the extent that the related Securitization Servicing
Agreement assigns such rights to more than one party or (y) to the extent any Note is split into two or more New Notes pursuant
to Section 31, for purposes of this Agreement, the applicable Securitization Servicing Agreement or the holders of such
New Notes shall designate one such party to deal with the Lead Securitization Note Holder (or the Master Servicer or the Special
Servicer acting on its behalf) and provide written notice of such designation to the Lead Securitization Note Holder (and the
Master Servicer and the Special Servicer acting on its behalf); provided that, in the absence of such designation and notice,
the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be entitled to
treat the last party as to which it has received written notice as having been designated as a Non-Controlling Note Holder, as
a Non-Controlling Note Holder under this Agreement. If the Non-Controlling Note is included in a Securitization, the related Securitization
Servicing Agreement may contain additional limitations on the rights of the designated party entitled to exercise the rights of
the “Non-Controlling Note Holder” hereunder if such designated party is the Mortgage Loan Borrower or if it has certain
relationships with the Mortgage Loan Borrower.


 


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


 


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


 


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


 


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


 






    -7- 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


“Non-Lead Securitization
Servicing Agreement” shall mean from and after the date a Non-Lead Securitization Note is included in a Non-Lead Securitization,
the pooling and servicing agreement, trust and servicing agreement or servicing agreement entered into in connection with such
Non-Lead Securitization.


 


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


 


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


 


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


 


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


 


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


 


“Note A-1 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the “Promissory Note A-1
Principal Balance” set forth on the Mortgage Loan Schedule, less any payments of principal on Note A-1 received by the Note
A-1 Holder or reductions in the principal balance thereof pursuant to Section 3 or 4, as applicable.


 


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


 






    -8- 


     


    

 


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


 


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


 


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


 


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


 


“Note A-2 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the “Promissory Note A-2
Principal Balance” set forth on the Mortgage Loan Schedule, less any payments of principal on Note A-2 received by the Note
A-2 Holder or reductions in the principal balance thereof pursuant to Section 3 or 4, as applicable.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Operating Advisor”
shall mean the “trust advisor”, “senior trust advisor”, “operating advisor” or analogous party
under any as provided in the Lead Securitization Servicing Agreement.


 


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


 






    -9- 


     


    

 


“Percentage
Interest” shall mean, with respect to any Note Holder, a fraction, expressed as a percentage, the numerator of which
is the principal balance of the related Note (which, with respect to the Note A-1 Holder and the Note A-2 Holder shall be the Note
A-1 Principal Balance and the Note A-2 Principal Balance, respectively) and the denominator of which is the principal balance of
the Mortgage Loan.


 


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


 


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


 


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


 


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


 


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


 


(b)          the trustee on behalf of the trust certificates issued pursuant to a master trust agreement involving a CDO comprised of,
or other securitization vehicle involving, assets deposited or transferred by a Note Holder and/or one or more Affiliates (whether
with assets from others or not), provided that the securities issued in connection with such CDO or other securitization
vehicle are rated by each of the Rating Agencies that assigned a rating to one or more classes of securities issued in connection
with the Lead Securitization, or


 


(c)          one or more of the following:


 


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


 


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


 






    -10- 


     


    

 


(1),
(2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended, or


 


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


 


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


 


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


 


in the case of any entity referred to in
clause (c)(i), (ii), (iv)(B) or (v) of this definition, (x) such entity has at least $200,000,000
in capital/statutory surplus or shareholders’ equity (except with respect to a pension advisory firm or similar fiduciary)
and at least $600,000,000 in total assets (in name or under management), and (y) is regularly engaged in the business of making
or


 






    -11- 


     


    

 


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


 


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


 


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


 


“Rating Agencies”
shall mean DBRS, Fitch, KBRA, Moody’s, Morningstar and S&P and their respective successors in interest or, if any of
such entities shall for any reason no longer perform the functions of a securities rating agency, any other nationally recognized
statistical rating agency reasonably engaged by any Note Holder to rate the securities issued in connection with the Securitization
of the related Note; provided, that, at any time during which one or more of the Notes is an asset of one or more Securitizations,
“Rating Agencies” or “Rating Agency” shall mean each and every of those rating agencies that
are engaged by any related depositor (or its Affiliate) from time to time to rate the securities issued in connection with any
Securitization of any of the Notes, but excluding any of those rating agencies that do not rate any securities issued in connection
with any Securitization of any of the Notes.


 


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


 


“Rating Agency
Confirmation” shall mean, with respect to any Securitization (including each Non-Lead Securitization), a confirmation
in writing by each Rating Agency rating any Securitization including any of the Notes that the occurrence of the event with respect
to which such Rating Agency Confirmation is sought shall not result in a downgrade, qualification or withdrawal of the applicable
rating or ratings ascribed by such Rating Agency to any of the securities issued pursuant to such Securitization that are then
outstanding. If no such securities are outstanding with respect to any Securitization, any action that would otherwise require
a Rating Agency Confirmation shall instead require the consent of the Lead


 






    -12- 


     


    

 


Securitization
Note Holder, which consent shall not be unreasonably withheld or delayed. For the purposes of this Agreement, if any Rating Agency
shall waive, decline or refuse to review or otherwise engage any request for Rating Agency Confirmation hereunder, such waiver,
declination, or refusal shall be deemed to eliminate, for such request only, the condition that a Rating Agency Confirmation by
such Rating Agency (only) be obtained for purposes of this Agreement. For purposes of clarity, any such waiver, declination or
refusal to review or otherwise engage in any request for a Rating Agency Confirmation hereunder shall not be deemed a waiver,
declination or refusal to review or otherwise engage in any subsequent request for a Rating Agency Confirmation hereunder and
the condition for Rating Agency Confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any
previous waiver, declination or refusal to review or otherwise engage in such prior request.


 


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


 


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


 


“REMIC”
shall 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.


 


“Required Special
Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”,
(ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage
Special Servicer, (iii) in the case of Moody’s, such special servicer is acting as special servicer for one or more
loans included in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period
prior to the date of determination, and Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial
mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer
as special servicer of such commercial mortgage
loans, (iv) in the case of Morningstar, such special servicer has a ranking by Morningstar equal to or higher than “MOR
CS3” as a special servicer, provided that if Morningstar has not issued a ranking with respect to such special servicer,
such special servicer is acting as special servicer in a commercial mortgage loan securitization that was rated by a Rating Agency
within the twelve (12) month period prior to the date of determination, and Morningstar has not downgraded or withdrawn the then-current
rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the
continuation of such special servicer as special servicer of such commercial 


 






    -13- 


     


    

 


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


 


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


 


“Scheduled Payment”
shall mean the scheduled payment of interest and/or principal due on the Mortgage Loan on a Monthly Payment Date.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -14- 


     


    

 


Securitization
Servicing Agreement shall require, among other things, that each Servicer, in servicing the Mortgage Loan, must take into account
the interests of each Note Holder.


 


“Special Servicer”
shall mean the special servicer or analogous party appointed as provided in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 


Section 2.     Servicing of the Mortgage Loan.


 


(a)           Each Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced
from and after the Lead Securitization Date by the Master Servicer and the Special Servicer pursuant to the terms of this Agreement
and the Lead Securitization Servicing Agreement; provided that the Master Servicer shall not be obligated to advance monthly
payments of principal or interest in respect of any Note other than the Lead Securitization Note if such principal or interest
is not paid by the Mortgage Loan Borrower but shall be obligated to advance delinquent real estate taxes, insurance premiums and
other expenses related to the maintenance of the Mortgaged Property and maintenance and enforcement of the lien of the Mortgage
thereon, subject to the terms of the Lead Securitization Servicing Agreement. Each Note Holder acknowledges that any other Note
Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will, subject to Section 26,
reasonably cooperate with such other Note Holder, at such other Note Holder’s expense, to effect such Securitization. Subject
to the terms and conditions of this Agreement, each Note Holder hereby irrevocably and unconditionally consents to the appointment
of the Master Servicer and the Trustee under the Lead Securitization Servicing Agreement by the Depositor and the appointment
of the Special Servicer by the Controlling Note Holder and agrees to reasonably cooperate with the Master Servicer and the Special
Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each
Note Holder hereby appoints the Master Servicer, the Special Servicer and the Trustee in the Lead Securitization as such Note
Holder’s attorney-in-fact to sign any


 






    -15- 


     


    

 


documents
reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization
Servicing Agreement (subject at all times to the rights of the Note Holder set forth herein and in the Lead Securitization Servicing
Agreement). The Lead Securitization Servicing Agreement shall not require the Servicer to enforce the rights of one Note Holder
against any other Note Holder, and shall not limit the Servicer in enforcing the rights of one Note Holder against any other Note
Holder as may be required in order to service the Mortgage Loan as contemplated by this Agreement and the Lead Securitization
Servicing Agreement; provided, that it is also understood and agreed that nothing in this sentence shall be construed to
otherwise limit the rights of one Note Holder with respect to any other Note Holder. Each Servicer shall be required pursuant
to the Lead Securitization Servicing Agreement (i) to service the Mortgage Loan in accordance with the Servicing Standard, the
terms of the Mortgage Loan Documents, the Lead Securitization Servicing Agreement and applicable law, (ii) to provide information
to each servicer under each Non-Lead Securitization Servicing Agreement necessary to enable each such servicer to perform its
servicing duties under such Non-Lead Securitization Servicing Agreement, and (iii) to not take any action or refrain from taking
any action or follow any direction inconsistent with the foregoing.


 


At any time that the
Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Note Holders agree to
cause the Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note Holders, pursuant
to a servicing agreement that has servicing terms substantially similar to the Lead Securitization Servicing Agreement and all
references herein to the “Lead Securitization Servicing Agreement” shall mean such subsequent servicing agreement;
provided, that if a Non-Lead Securitization Note is in a Securitization and the servicer(s) to be appointed under such replacement
servicing agreement would not otherwise meet the conditions to be a servicer under the Lead Securitization Servicing Agreement
that is being replaced, then a Rating Agency Confirmation shall have been obtained from each Rating Agency with respect to the
securities issued in connection with such Securitization for such Non-Lead Securitization Note; provided, further,
that the special servicer and the related servicing arrangements under such replacement servicing agreement shall in any event
satisfy the requirements of clause (c)(iii)(2) of the definition of Qualified Institutional Lender and provided, further,
that until a replacement servicing agreement has been entered into, the Lead Securitization Note Holder shall cause the Mortgage
Loan to be serviced pursuant to the provisions of the Lead Securitization Servicing Agreement, as if such agreement were still
in full force and effect with respect to the Mortgage Loan, by the applicable Servicer in the Lead Securitization or by any Person
appointed by the Lead Securitization Note Holder that is a qualified servicer meeting the requirements of the Lead Securitization
Servicing Agreement. The Note Holders acknowledge that at any time that the Mortgage Loan is no longer subject to the provisions
of the Lead Securitization Servicing Agreement, the Master Servicer shall have no further obligation to make P&I Advances with
respect to the Mortgage Loan.


 


(b)           The Master Servicer shall be the lead master servicer on the Mortgage Loan, and from time to time it (or the Trustee, or
the Special Servicer, on an emergency basis, to the extent provided in the Lead Securitization Servicing Agreement) shall make
(or in the case of the Special Servicer, may but is not obligated to make) the following advances, subject to the terms of the
Lead Securitization Servicing Agreement and this Agreement: (i) Servicing


 






    -16- 


     


    

 


Advances
on the Mortgage Loan and (ii) P&I Advances on the Lead Securitization Note. The Master Servicer, the Special Servicer and
the Trustee, as applicable, shall be entitled to reimbursement for a Servicing Advance, first from funds on deposit in
the “collection account” (or equivalent account) and/or the related “companion distribution account” (or
analogous account terms as defined in the Lead Securitization Servicing Agreement) for the Mortgage Loan that (in any case) represent
amounts received on or in respect of the Mortgage Loan, and then, in the case of Servicing Advances that are Nonrecoverable
Advances, if such funds on deposit in the “collection account” and “companion distribution account” are
insufficient, from general collections of the Lead Securitization as provided in the Lead Securitization Servicing Agreement.
The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to reimbursement for interest on a
Servicing Advance (including any Servicing Advance that is a Nonrecoverable Advance) at the Reimbursement Rate in the manner and
from the sources provided in the Lead Securitization Servicing Agreement, including from general collections of the Lead Securitization.
Notwithstanding the foregoing, to the extent the Master Servicer, the Special Servicer or the Trustee, as applicable, obtains
funds from general collections of the Lead Securitization as a reimbursement for a Servicing Advance that is a Nonrecoverable
Advance or any interest on a Servicing Advance (including any Servicing Advance that is a Nonrecoverable Advance) at the Reimbursement
Rate, each Non-Lead Securitization Note Holder (including any Securitization Trust into which such Non-Lead Securitization Note
is deposited) shall be required to, promptly following notice from the Master Servicer, reimburse the Lead Securitization for
its pro rata share of such Servicing Advance that is a Nonrecoverable Advance or interest thereon at the Reimbursement
Rate.


 


In
addition, any Non-Lead Securitization Note Holder (including, but not limited to, any Securitization Trust into which such Non-Lead
Securitization Note is deposited) shall be required to, promptly following notice from the Master Servicer or the Special Servicer,
pay or reimburse the Lead Securitization for such Non-Lead Securitization Note Holder’s pro rata share of any fees,
costs or expenses incurred in connection with the servicing and administration of the Mortgage Loan as to which the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Depositor or CREFC®,
as applicable, is entitled to be reimbursed pursuant to the Lead Securitization Servicing Agreement and this Agreement, to the
extent amounts on deposit in the related “companion
distribution account” (or equivalent account) are insufficient for reimbursement of such amounts. Each Non-Lead Securitization
Note Holder agrees to indemnify (as and to the same extent the Lead Securitization Trust is required to indemnify each of the
following parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of the Lead Securitization
Servicing Agreement) each of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee
and the Operating Advisor (and any director, officer, member, manager, employee or agent of any of the foregoing, to the extent
such parties are identified as indemnified parties in the Lead Securitization Servicing Agreement in respect of other mortgage
loans) (the “Indemnified Parties”) against any claims, losses, penalties, fines, forfeitures, legal fees and
related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with the servicing and administration
of the Mortgage Loan and the Mortgaged Property (or, with respect to the Operating Advisor, incurred in connection with the provision
of services for the Mortgage Loan) under the Lead Securitization Servicing Agreement (collectively, the “Indemnified
Items”) to the extent of its pro rata share of such Indemnified Items, and to the extent amounts on deposit in
the related 


 






    -17- 


     


    

 


“companion
distribution account” (or equivalent account) are insufficient for reimbursement of such amounts, each Non-Lead Securitization
Note Holder shall be required to, promptly following notice from the Master Servicer, the Special Servicer or the Trustee, reimburse
each of the applicable Indemnified Parties for its pro rata share of the insufficiency; provided that a Non-Lead
Securitization Note Holder’s duty to pay, if any, Indemnified Items to the Operating Advisor shall be subject to any limitations
and conditions (including limitations and conditions with respect to the timing of such payments and the sources of funds for
such payments) as may be set forth from time to time in the related Non-Lead Securitization Servicing Agreement with respect to
the Non-Lead Operating Advisor.


 


Any
Non-Lead Master Servicer (or Non-Lead Trustee (if not made by such Non-Lead Master Servicer)) may be required to make P&I
Advances on the respective Non-Lead Securitization Note, from time to time, subject to the terms of the related Non-Lead Securitization
Servicing Agreement, the Lead Securitization Servicing Agreement and this Agreement. The Master Servicer, the Special Servicer
and the Trustee, as applicable, shall each be entitled to make their own recoverability determination with respect to a P&I
Advance to be made on the Lead Securitization Note based on the information that they have on hand and in accordance with the
Lead Securitization Servicing Agreement. Any Non-Lead Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee under any
Non-Lead Securitization Servicing Agreement, as applicable, shall each be entitled to make its own recoverability determination
with respect to a P&I Advance to be made on the related Non-Lead Securitization Note based on the information that they have
on hand and in accordance with the related Non-Lead Securitization Servicing Agreement. The Master Servicer or the Trustee, as
applicable, and any Non-Lead Master Servicer or Non-Lead Trustee, as applicable, shall each be required to notify the other of
the amount of its P&I Advance within two (2) Business Days of making such advance. If the Master Servicer, the Special Servicer
or the Trustee, as applicable (with respect to the Lead Securitization Note) or a Non-Lead Master Servicer, Non-Lead Special Servicer
or Non-Lead Trustee, as applicable (with respect to a Non-Lead Securitization Note), determines that a proposed P&I Advance,
if made, would be non-recoverable or an outstanding P&I Advance is or would be non-recoverable, or if the Master Servicer,
the Special Servicer or the Trustee, as applicable, subsequently determines that a proposed Servicing Advance would be non-recoverable
or an outstanding Servicing Advance is or would be non-recoverable, then the Master Servicer or the Trustee (as provided in the
Lead Securitization Servicing Agreement, in the case of a determination of non-recoverability by the Master Servicer, the Special
Servicer or the Trustee) or such Non-Lead Master Servicer or Non-Lead Trustee (as provided in the related Non-Lead Securitization
Servicing Agreement, in the case of a determination of non-recoverability by a Non-Lead Master Servicer, a Non-Lead Special Servicer
or a Non-Lead Trustee) shall notify the Master Servicer and the Trustee, or the related Non-Lead Master Servicer and the related
Non-Lead Trustee, as the case may be, of such other Securitization within two (2) Business Days of making such determination.
Each of the Master Servicer and the Trustee, any Non-Lead Master Servicer and any Non-Lead Trustee, as applicable, shall only
be entitled to reimbursement for a P&I Advance and interest thereon at the Reimbursement Rate that becomes non-recoverable
first from the related “companion distribution account” (or equivalent account) from amounts allocable to the
Note for which such P&I Advance was made, and then, if such funds are insufficient, (i) in the case of the Lead Securitization
Note, from general collections of the Lead Securitization Trust, pursuant to the terms of the Lead Securitization Servicing Agreement
and (ii) in the case of a Non-Lead Securitization Note, from 



 


 






    -18- 


     


    

 


general
collections of the related Securitization Trust, as and to the extent provided in the related Non-Lead Securitization Servicing
Agreement.


 


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


 


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


 


(ii)          
each of the Indemnified Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required
to indemnify each of such Indemnified Parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to
the terms of Lead Securitization Servicing Agreement) by the Securitization Trust holding such Non-Lead Securitization Note, against
any of the Indemnified Items to the extent of its pro rata share of such Indemnified Items, and to the extent amounts on
deposit in the related “companion distribution account” (or equivalent account) are insufficient for reimbursement
of such amounts, the related Non-Lead Master Servicer will be required to reimburse each of the applicable Indemnified Parties
for its pro rata share of the insufficiency out of general collections in the “collection account” (or equivalent
account) established under such Non-Lead Securitization Servicing Agreement provided


 






    -19- 


     


    

 


that
a Non-Lead Securitization Note Holder’s duty to pay, if any, Indemnified Items to the Operating Advisor shall be subject
to any limitations and conditions (including limitations and conditions with respect to the timing of such payments or reimbursements
and the sources of funds for such payments or reimbursements) as may be set forth from time to time in the applicable Non-Lead
Securitization Servicing Agreement with respect to the payment of such items to the Non-Lead Operating Advisor;


 


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


 


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


 


(d)           If a Non-Lead Securitization Note becomes the subject of an Asset Review pursuant to the related Non-Lead Securitization
Servicing Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the
Non-Lead Asset Representations Reviewer or any other party to such Non-Lead Securitization Servicing Agreement in connection with
such Asset Review by providing the Non-Lead Asset Representations Reviewer or such other requesting party with any documents reasonably
requested by the Non-Lead Asset Representations Reviewer or such other requesting party (not at its own expense or the expense
of the Lead Securitization Trust but at the expense of the related mortgage loan seller, such Non-Lead Asset Representations Reviewer
or such other requesting party to the Non-Lead Securitization Servicing Agreement), but only to the extent that (i) such Non-Lead
Asset Representations Reviewer or such other requesting party has not been able to obtain such documents from the related mortgage
loan seller or any party to the related Non-Lead Securitization Servicing Agreement and (ii) such documents are in the possession
of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be.


 


(e)           Prior to the Securitization of any Note (including any New Note), all notices, reports, information or other deliverables
required to be delivered to a Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead
Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) only
need to be delivered to the related Note Holder (or its Note Holder Representative) and, when so delivered to such Note Holder
(or Note Holder Representative, as applicable), the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer
acting on its behalf) 


 






    -20- 


     


    

 


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


 


(f)            In addition to the foregoing, the Lead Securitization Servicing Agreement shall contain terms and conditions that are customary
for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (i) required by the Code
relating to the tax elections of the trust fund formed pursuant to such Lead Securitization Servicing Agreement, (ii) required
by law or changes in any law, rule or regulation or (iii) requested by the Rating Agencies engaged to rate the Lead Securitization.
The Lead Securitization Servicing Agreement shall also satisfy Moody’s rating methodology for eligible accounts and permitted
investments for a securitization rated “Aaa” by Moody’s.


 


(g)          Without
limiting the generality of the preceding Section 2(f), the Lead Securitization Servicing Agreement shall contain customary
provisions with respect to (i) servicing transfer events that would result in the transfer of the Mortgage Loan to special servicing
status, (ii) the authority of the Controlling Note Holder (or the Master Servicer or Special Servicer on its behalf) to grant
or agree or consent to material modifications, waivers and amendments to the Mortgage Loan, or to approve material assignments
and assumptions or material additional indebtedness in connection with the Mortgage Loan, (iii) the potential termination of the
related Master Servicer and Special Servicer following a servicer termination event (which shall include customary market termination
events with respect to failures to make advances, failure to remit payments for deposit in the “companion distribution account”
(or equivalent account), failure to deliver (or cause to be delivered) materials or notices required in order for the Non-Lead
Depositor to timely comply with its obligations under the Exchange Act, and Rating Agency triggers with respect to the certificates,
subject to customary grace periods (provided, in the case of failures related to the Exchange Act, such grace periods will not
cause the Non-Lead Depositor to fail to comply with the applicable provisions of the Exchange Act)), (iv) requirements to obtain
an appraisal or appraisal update following a transfer of the Mortgage Loan to special servicing status and periodic updates thereof,
(v) duties of the Special Servicer in respect of foreclosure and the management of REO property, (vi) special servicing, workout
and liquidation fees (and, in any event, the percentage rates at which such fees accrue or are determined on the applicable amounts
shall not exceed 0.25%, 1.00% and 1.00%, respectively, subject, however, to customary market minimum fees), (vii) requirements
that, to the extent related to the Mortgage Loan, the Master Servicer or the Special Servicer, Rating Agency Confirmations and
Rating Agency Communications be provided with respect to the commercial mortgage pass-through
certificates issued in connection with any Non-Lead Securitization to the same extent provided with respect to the commercial
mortgage 


 






    -21- 


     


    

 


pass-through certificates issued in connection with the Lead Securitization and (viii) indemnification of the Depositor,
Master Servicer, Special Servicer, Certificate Administrator, Trustee, Operating Advisor and Asset Representations Reviewer (and
any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified as indemnified parties
in the Lead Securitization Servicing Agreement in respect of other mortgage loans) against any claims, losses, penalties, fines,
forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection
with servicing and administration of the Mortgage Loan (or, with respect to the Operating Advisor and Asset Representations Reviewer,
incurred in connection with the provision of services for the Mortgage Loan); provided, that (A) this Section 2(g)
shall not be construed to prohibit differences in timing, control or consultation triggers or thresholds, terminology, allocation
of ministerial duties between multiple servicers or other service providers or certificateholder or investor voting or consent
thresholds, or to prohibit or restrict additional approval, consent, consultation, notice or rating agency confirmation requirements;
and (B) if there is any conflict between this Section 2(g) and any other provision of this Agreement, such other provision
of this Agreement shall control. The Lead Securitization Servicing Agreement shall also contain provisions requiring the Master
Servicer or the Special Servicer, as applicable, to deliver to any Non-Lead Master Servicer, any Non-Lead Special Servicer and
any Non-Lead Trustee (i) notice of any Appraisal Reduction Event promptly following the occurrence thereof and (ii) a statement
of any Appraisal Reduction Amount or Collateral Deficiency Amount (if the Lead Securitization Servicing Agreement provides for
the calculation of any Collateral Deficiency Amount) promptly following the calculation thereof.


 


(h)          The
Lead Securitization Servicing Agreement shall also contain (i) provisions requiring the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Custodian and the Certificate Administrator (A) to deliver or make available to any such
Non-Lead Depositor, Non-Lead Trustee or Non-Lead Certificate Administrator (including any of its assignees or designees), any
and all statements, reports, certifications, records and any other information (in its possession or reasonably attainable) necessary
in the reasonable good faith determination of such Non-Lead Depositor to permit such Non-Lead Depositor to comply with the provisions
of Regulation AB and (B) to provide each person who signs the Sarbanes-Oxley Certification (or analogous term as defined
in the Lead Securitization Servicing Agreement) for any Non-Lead Securitization (individually and collectively, the “Certifying
Person”), the applicable certification on which each Certifying Person can reasonably rely, (ii) customary industry
standard indemnification provisions for the failure of the applicable parties to timely deliver (or cause to be timely delivered)
the materials and notices required pursuant to clause (i) above, (iii) provisions requiring each of the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor and the Asset Representations
Reviewer to indemnify and hold harmless each Certifying Person from and against any claims, losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by such Certifying Person
arising out of delivery of any Deficient Exchange Act Deliverable (or analogous term as defined in the Lead Securitization Servicing
Agreement) by, or on behalf of, such party, and (iv) provisions that require (A) a party to the Lead Securitization Servicing
Agreement to provide a copy of any executed amendment to the Lead Securitization Servicing Agreement to any Non-Lead Depositor
and Non-Lead Certificate Administrator (which may be by email), in order for any such Non-Lead Depositor to timely comply with
its obligations under the


 






    -22- 


     


    

 


Exchange
Act and (B) a replacement Master Servicer or replacement Special Servicer, as applicable, to provide all disclosure about itself
to the Non-Lead Depositor that is required to be included in a Form 8-K no later than the effectiveness of such replacement.


 


(i)            Subject to the Servicer’s obligation to act in accordance with the Servicing Standard and subject to a Rating Agency
Confirmation, and solely in the event that S&P rates any securities issued in connection with any Securitization of any of
the Notes, the Servicer shall require the related Mortgage Loan Borrower to maintain insurance with an insurer meeting the minimum
S&P ratings requirements specified in the related Mortgage Loan Documents (and, for the avoidance of doubt, without regard
to any Lender discretion with respect to such ratings in the related Mortgage Loan Documents).


 


Section 3.     Priority of Payments. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference
over any portion of any other Note or security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available
for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds
thereof, whether received in the form of Scheduled Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty,
letter of credit or other collateral or instrument securing the Mortgage Loan, Condemnation Proceeds, or Insurance Proceeds (other
than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage
Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), shall
be applied by the Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis; provided,
that (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent and in accordance
with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries
in respect of property protection expenses or Servicing Advances then due and payable or reimbursable to the Trustee or any Servicer
under the Lead Securitization Servicing Agreement shall be applied to the extent set forth in, and in accordance with the terms
of, the Mortgage Loan Documents; and (y) all amounts that are then due, payable or reimbursable to any Servicer with respect
to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement and any other additional compensation payable to it
thereunder (including without limitation, any additional trust fund expenses under the Lead Securitization Servicing Agreement
relating to the Mortgage Loan (but subject to the second paragraph of Section 5(d) hereof) reimbursable to, or payable by,
such parties and any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty Charges (to the extent provided in the immediately
following paragraph), but excluding (i) any P&I Advances (and interest thereon) on the Lead Securitization Note, which shall
be reimbursed in accordance with Section 2(b) hereof, and (ii) any Servicing Fees due to the Master Servicer in excess of
each Non-Lead Securitization Note’s pro rata share of that portion of such servicing fees calculated at the “primary
servicing fee rate” applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement, which such
excess shall not be subject to the allocation provisions of this Section 3) shall be payable in accordance with the Lead
Securitization Servicing Agreement.


 


For clarification purposes,
“Penalty Charges” (or analogous term as defined in the Lead Securitization Servicing Agreement) paid on each Note shall
first, be used to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay the
Master


 






    -23- 


     


    

 


Servicer,
the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances
in accordance with the terms of the Lead Securitization Servicing Agreement, second, be used to reduce the respective amounts
payable on each Note by the amount necessary to pay the Master Servicer, Trustee, any Non-Lead Master Servicer or any Non-Lead
Trustee, as applicable, for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as
specified in the Lead Securitization Servicing Agreement or applicable Non-Lead Securitization Servicing Agreement, as applicable),
third, be used to reduce, on a pro rata basis, the amounts payable on each Note by the amount necessary to pay additional
trust fund expenses under the Lead Securitization Servicing Agreement (other than Special Servicing Fees, unpaid Workout Fees
and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement)
and finally, with respect to any remaining amount of Penalty Charges, (x) prior to the securitization of the Lead
Securitization Note or at any time the Mortgage Loan is not being serviced pursuant to a Securitization Servicing Agreement, pro
rata to each Note Holder, and (y) following the securitization of the Lead Securitization Note, to the Master Servicer
and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement.


 


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


 


Section 5.       Administration of the Mortgage Loan.


 


(a)           Subject to this Agreement (including but not limited to Section 5(c)) and the Lead Securitization Servicing
Agreement and subject to the rights and consents, where required, of the Controlling Note Holder Representative, the Lead Securitization
Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on its behalf) shall have the sole and exclusive
authority with respect to the administration of, and exercise of rights and remedies with respect to, the Mortgage Loan, including,
without limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan Documents or consent to any action
or failure to act by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents, call or waive any Event of
Default, accelerate the Mortgage Loan or institute any foreclosure action or other remedy, and no Non-Lead Securitization Note
Holder shall have any voting, consent or other rights whatsoever except as explicitly set forth herein with respect to the Lead
Securitization Note Holder’s administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan.
Subject to this Agreement and the Lead Securitization Servicing Agreement, no Non-Lead Securitization Note Holder shall have any
right to, and each Non-Lead Securitization Note Holder hereby presently and irrevocably assigns and conveys to the Lead Securitization
Note Holder (or the Master Servicer, the Special Servicer or


 






    -24- 


     


    

 


the
Trustee acting on behalf of the Lead Securitization Note Holder) the rights, if any, that such Note Holder has to, (i) call,
or cause the Lead Securitization Note Holder to call, an Event of Default under the Mortgage Loan, or (ii) exercise any remedies
with respect to the Mortgage Loan or the Mortgage Loan Borrower, including, without limitation, filing, or causing the Lead Securitization
Note Holder to file, any bankruptcy petition against the Mortgage Loan Borrower. The Lead Securitization Note Holder (or the Master
Servicer, the Special Servicer or the Trustee acting on its behalf) shall not have any fiduciary duty to any Non-Lead Securitization
Note Holder in connection with the administration of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization
Note Holder from the obligation to make any disbursement of funds as set forth herein or its obligation to follow the Servicing
Standard (in the case of the Master Servicer or the Special Servicer) or any liability for failure to do so).


 


Each
Note Holder hereby acknowledges the right and obligation of the Lead Securitization Note Holder (or the Special Servicer acting
on behalf of the Lead Securitization Note Holder), upon the Mortgage Loan becoming a Defaulted Loan, to sell the Notes together
as notes evidencing one whole loan in accordance with the terms of the Lead Securitization Servicing Agreement. In connection
with any such sale, the Special Servicer shall be required to sell the Notes together as notes evidencing one whole loan and shall
require that all offers be submitted to the Trustee in writing. Whether any cash offer constitutes a fair price for the Mortgage
Loan shall be determined by the Special Servicer (unless the offeror is an Interested Person, in which case the Trustee shall
make such determination); provided, that no offer from an Interested Person shall constitute a fair price unless (i) it
is the highest offer received and (ii) at least two bona fide other offers are received from independent third parties. In determining
whether any offer received represents a fair price for the Mortgage Loan, the Trustee or the Special Servicer, as applicable,
shall be supplied with and shall rely on the most recent Appraisal or updated Appraisal conducted in accordance with the Lead
Securitization Servicing Agreement within the preceding nine (9)-month period or, in the absence of any such Appraisal, on a new
Appraisal. The Trustee shall select the appraiser conducting any such new Appraisal. In determining whether any such offer constitutes
a fair price for the Mortgage Loan, the Trustee or the Special Servicer, as applicable, shall instruct the appraiser to take into
account (in addition to the results of any Appraisal or updated Appraisal that it may have obtained pursuant to the Lead Securitization
Servicing Agreement), as applicable, among other factors, the period and amount of any delinquency on the affected Mortgage Loan,
the occupancy level and physical condition of the related Mortgaged Property and the state of the local economy. The Trustee may
conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters with at least
five (5) years’ experience in valuing or investing in loans similar to the Mortgage Loan that has been selected with
reasonable care by the Trustee to determine if such cash offer constitutes a fair price for the Mortgage Loan, and that has been
retained by the Trustee at the expense of the Holders in connection with making such determination. Notwithstanding the foregoing,
the Lead Securitization Note Holder (or the Special Servicer acting on its behalf) shall not be permitted to sell the Mortgage
Loan without the written consent of each Non-Controlling Note Holder unless the Special Servicer has delivered to each Non-Controlling
Note 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 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


 






    -25- 


     


    

 


the
Mortgage Loan, and any documents in the Servicer Mortgage File requested by such Non-Controlling Note Holder; and (d) until the
sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the Lead Securitization
Directing Certificateholder or the Controlling Note Holder, as applicable) prior to the proposed sale date, all information and
other documents being provided to other offerors and all leases or other documents that are approved by the Master Servicer or
the Special Servicer in connection with the proposed sale. Subject to the foregoing, each Note Holder or its Note Holder Representative
shall be permitted to submit an offer at any sale of the Mortgage Loan unless such Person is the Mortgage Loan Borrower or an
agent or Affiliate of the Mortgage Loan Borrower.


 


Each
Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) hereby appoints the Lead Securitization
Note Holder as its agent, and grants to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest,
and its proxy, for the purpose of soliciting and accepting offers for and consummating the sale of its Note. Each Note Holder
(to the extent it is not the same entity as the Lead Securitization Note Holder) further agrees that, upon the request of the
Lead Securitization Note Holder, such Note Holder shall execute and deliver to or at the direction of Lead Securitization Note
Holder such powers of attorney or other instruments as the Lead Securitization Note Holder may reasonably request to better assure
and evidence the foregoing appointment and grant, in each case promptly following request, and shall deliver any related original
documentation evidencing its Note (endorsed in blank if necessary) to or at the direction of the Lead Securitization Note Holder
in connection with the consummation of any such sale.


 


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


 


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


 






    -26- 


     


    

 


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


 


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


 






    -27- 


     


    

 


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


 


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


 


(d)           If any Note is included as an asset of a REMIC, then, any provision of this Agreement to the contrary notwithstanding:
(i) the Mortgage Loan shall be administered such that the Notes shall qualify at all times as (or as interests in) a “qualified
mortgage” within the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property)
acquired by or on behalf of the Note Holders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu
of foreclosure of the Mortgage or lien on such property following a default on the Mortgage Loan shall be administered so that
the interest of the pro rata share of each Note Holder therein shall at all times qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code and (iii) no Servicer may modify, waive or amend any provision
of the Mortgage Loan, consent to or withhold consent from any action of the Mortgage Loan Borrower, or exercise or refrain from
exercising any powers or rights which the Note Holders may have under the Mortgage Loan Documents, if any such action would constitute
a “significant modification” of the Mortgage Loan, within the meaning of Section 1.860G-2(b) of the regulations
of the United States Department of the Treasury, more than three (3) months after the startup day of the REMIC which includes
the Notes (or any portion thereof), or would otherwise violate any REMIC Provisions applicable to a REMIC that holds any Note
(or any portion thereof). Each Note Holder agrees that the provisions of this paragraph shall be effected by compliance with any
REMIC Provisions in the Lead Securitization Servicing Agreement relating to the administration of the Mortgage Loan. All costs
and expenses of compliance with this Section 5(d), 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 each Note Holder solely with respect to the REMIC trust that includes its
own Note. Without limiting the generality of the foregoing, one Note Holder (the “Uninvolved Note Holder”) shall not
be required to reimburse any other Note Holder or any other Person for payment of the following items related to any REMIC that
does not or did not include the Uninvolved Note Holder’s Note: (i) any taxes imposed on any such REMIC, (ii) any costs or
expenses relating to the administration of any such REMIC or to any


 






    -28- 


     


    

 


determination
respecting the amount, payment or avoidance of any tax under any such REMIC or (iii) any advances for any of the foregoing or
any interest thereon or for deficits in other items of disbursement or income resulting from the use of funds for payment of any
such taxes, costs or expenses or advances, nor shall any disbursement or payment otherwise distributable to the Uninvolved Note
Holder be reduced to offset or make-up any such payment or deficit.


 


Section 6.     Rights of the Controlling Note Holder.


 


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


 


Neither
the Controlling Note Holder Representative nor the Controlling Note Holder, in such capacity, will have any liability to the other
Note Holders or any other Person for any action taken, or for refraining from the taking of any action or the giving of any consent
or the failure to give any consent pursuant to this Agreement or the Lead Securitization Servicing Agreement, or errors in judgment,
absent any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence or its breach
of this Agreement. The Note Holders agree that the Controlling Note Holder Representative and the Controlling Note Holder (whether
acting in place of the Controlling Note Holder Representative when no


 


 






    -29- 


     


    

Controlling
Note Holder Representative shall have been appointed hereunder or otherwise exercising any right, power or privilege granted to
the Controlling Note Holder hereunder) may take or refrain from taking actions, or give or refrain from giving consents, that
favor the interests of one Note Holder over any other Note Holder, and that the Controlling Note Holder Representative or Controlling
Note Holder may have special relationships and interests that conflict with the interests of another Note Holder and, absent willful
misfeasance, bad faith or gross negligence or a breach of this Agreement on the part of the Controlling Note Holder Representative
or the Controlling Note Holder, as the case may be, acting in such capacity, agree to take no action against the Controlling Note
Holder Representative, the Controlling Note Holder or any of their respective officers, directors, employees, principals or agents
as a result of such special relationships or interests, and that neither the Controlling Note Holder Representative nor the Controlling
Note Holder will be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misfeasance
or to have recklessly disregarded any exercise of its rights, or to have breached this Agreement by reason of its having acted
or refrained from acting, or having given any consent or having failed to give any consent, solely in the interests of any Note
Holder.


 


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


 


Each
Non-Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its
rights and obligations with respect to the Mortgage Loan (with respect to such Note Holder, the “Non-Controlling Note
Holder Representative”). All of the provisions relating to the Controlling Note Holder and the Controlling Note Holder
Representative set forth in the first paragraph of this Section 6(a) (except those contained in the last sentence thereof)
and the second paragraph of this Section 6(a) shall apply to each Non-Controlling Note Holder and its Non-Controlling Note
Holder Representative mutatis mutandis. The Non-Controlling Note Holder Representative, as of the date of this Agreement
and until the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer) is notified otherwise shall be
the Initial Note A-2 Holder with respect to Note A-2, provided that at any time Note A-2 is included in a Securitization,
references to the “Non-Controlling Note Holder” herein shall mean the related “Directing Certificateholder”
or “Controlling Class Representative” under the applicable Non-Lead Securitization or any other party assigned the
rights to exercise the rights of the related “Non-Controlling Note Holder” hereunder, as and to the extent provided
in the related Non-Lead Securitization Servicing Agreement and as to the identity of which the Lead Securitization Note Holder
(and the Master Servicer and the Special Servicer) has been given written notice.


 


(b)           The Controlling Note Holder shall be entitled to exercise the rights and powers granted to the Controlling Note hereunder
and the rights and powers granted to the Lead Securitization Directing Certificateholder under the Lead Securitization Servicing
Agreement


 






    -30- 


     


    

 


with
respect to the Mortgage Loan (assuming that no “Control Termination Event” or “Consultation Termination Event”,
as applicable, has occurred and is continuing (or that periods defined by analogous terms during which control and/or consultation
are permitted, such as “Subordinate Control Period”, are in effect) under, and as defined in, the Lead Securitization
Servicing Agreement.


 


No
objection, direction, consent or advice in connection with the exercise of such rights and powers may require or cause the Master
Servicer or the Special Servicer, as applicable, to violate any provision of the Mortgage Loan Documents, applicable law, the
Lead Securitization Servicing Agreement, this Agreement, the REMIC Provisions of the Code or the Master Servicer or Special Servicer’s
obligation to act in accordance with the Servicing Standard.


 


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


 


Section 7.     Appointment of Special Servicer. The Controlling Note Holder (or its Controlling Note Holder Representative) shall
have the right (subject to the terms, conditions and limitations in the Lead Securitization Servicing Agreement) at any time and
from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint
a replacement Special Servicer in lieu thereof. Any designation by the Controlling Note Holder (or its Controlling Note Holder
Representative) of a Person to serve as Special Servicer shall be made by delivering to each other Note Holder, the Master Servicer,
the Special Servicer and each other party to the Lead Securitization Servicing Agreement a written notice stating such designation
and satisfying the other conditions to such replacement as set forth in the Lead Securitization Servicing Agreement and this Agreement
(including, without limitation, a Rating Agency Communication or a Rating Agency Confirmation, but only if required by the terms
of the Lead Securitization Servicing Agreement) and delivering to each Non-Controlling Note Holder a Rating Agency Confirmation
with respect to any rated securities issued and outstanding under the related Securitization, if applicable. The Controlling Note
Holder shall be solely responsible for any expenses incurred in connection with any such replacement without cause. The Controlling
Note Holder shall notify the other parties hereto of its termination of the then currently serving Special Servicer and its appointment
of a replacement Special Servicer in accordance with this Section 7. If the Controlling Note Holder has not appointed a
Special Servicer with respect to the Mortgage Loan as of the consummation of the securitization under the Lead Securitization Servicing
Agreement, then the initial Special Servicer designated in the Lead Securitization Servicing Agreement shall serve as the initial
Special Servicer but this shall not limit the right of the Controlling Note Holder (or its Controlling Note Holder Representative)
to designate a replacement Special Servicer for the Mortgage Loan as aforesaid. If a Servicer Termination Event on the part of
the Special Servicer has occurred that affects any Non-Controlling Note Holder, such Non-Controlling Note Holder shall have the
right to direct the Trustee (or at any time that the Mortgage Loan is no longer included in a Securitization Trust, the Controlling
Note Holder) to terminate the Special Servicer under the Lead Securitization Servicing Agreement (or at any time that the Mortgage
Loan is no


 






    -31- 


     


    

 


longer
subject to the provisions of the Lead Securitization Servicing Agreement, the successor servicing agreement pursuant to which
the Mortgage Loan is being serviced) solely with respect to the Mortgage Loan pursuant to and in accordance with the terms of
the Lead Securitization Servicing Agreement (or at any time that the Mortgage Loan is no longer subject to the provisions of the
Lead Securitization Servicing Agreement, the successor servicing agreement pursuant to which the Mortgage Loan is being serviced).
Each Note Holder acknowledges and agrees that any successor special servicer appointed to replace the Special Servicer with respect
to the Mortgage Loan that was terminated for cause at a Non-Controlling Note Holder’s direction cannot at any time be the
person (or an Affiliate thereof) that was so terminated without the prior written consent of such Non-Controlling Note Holder.
Each Non-Controlling Note Holder shall be solely responsible for reimbursing the Trustee’s or the Controlling Note Holder’s,
as applicable, costs and expenses, if not paid within a reasonable time by the terminated special servicer and, in the case of
the Trustee, that would otherwise be reimbursed to the Trustee from amounts on deposit in the Lead Securitization’s “collection
account” (or equivalent account).


 


Section 8.     Payment Procedure.


 


(a)           The Lead Securitization Note Holder (or the Master Servicer acting on its behalf), in accordance with the priorities set
forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause
to be deposited all payments allocable to the Notes to the “collection account” and/or related “companion distribution
account” (or analogous account terms each as defined in the Lead Securitization Servicing Agreement) pursuant to and in
accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting
on its behalf) shall deposit such payments to the applicable account within one (1) Business Day of receipt of properly identified
funds by the Lead Securitization Note Holder (or the Master Servicer acting on its behalf) from or on behalf of the Mortgage Loan
Borrower (provided, that to the extent that any payment is received after 2:00 p.m. (Eastern Time) on any given Business
Day, the Master Servicer is required to use commercially reasonable efforts to deposit such payments into the applicable account
within one (1) Business Day of receipt of such payments but, in any event, the Master Servicer is required to deposit such payments
into the applicable account within two (2) Business Days of receipt of such payments). In addition, the Lead Securitization Servicing
Agreement shall require that distributions to the Non-Lead Securitization Note Holders shall occur no later than the Master Servicer
Non-Lead Securitization Note Remittance Date.


 


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


 






    -32- 


     


    

 


the
Lead Securitization Note Holder (or the Master Servicer acting on its behalf) shall have been required to pay to any Mortgage
Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto.


 


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


 


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


 


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


 


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


 


Section 10.     Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization
Note Holder (or the Servicer on its


 






    -33- 


     


    

 


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


 


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


 






    -34- 


     


    

 


Section 12.     No Creation of a Partnership or Exclusive Purchase Right. Nothing contained in this Agreement, and no action taken
pursuant hereto shall be deemed to constitute the relationship created hereby between the Note Holders as a partnership, association,
joint venture or other entity. The Lead Securitization Note Holder shall have no obligation whatsoever to offer to any Non-Lead
Securitization Note Holder the opportunity to purchase a participation interest in any future loans originated by the Lead Securitization
Note Holder or its Affiliates and if the Lead Securitization Note Holder chooses to offer to any Non-Lead Securitization Note Holder
the opportunity to purchase a participation interest in any future mortgage loans originated by the Lead Securitization Note Holder
or its Affiliates, such offer shall be at such purchase price and interest rate as the Lead Securitization Note Holder chooses,
in its sole and absolute discretion. No Non-Lead Securitization Note Holder shall have any obligation whatsoever to purchase from
the Lead Securitization Note Holder a participation interest in any future loans originated by the Lead Securitization Note Holder
or its Affiliates.


 


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


 


Section 14.      Sale of the Notes.


 


(a)           Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or
otherwise dispose of all or any portion of its respective Note (or a participation interest in such Note) (a “Transfer”)
except to a Qualified Institutional Lender in accordance with the terms of this Agreement; provided, however, that
with respect to any transfer of the Controlling Note into a securitization in reliance on clause (b), clause (c)(iii)(1) or clause
(c)(iii)(2) of the definition of Qualified Institutional Lender, the special servicer and related servicing arrangements shall
satisfy the requirements of clause (c)(iii)(2) of such definition regardless which of such three clauses is relied upon for such
transfer. Promptly after any such Transfer, any non-transferring Note Holders shall be provided with (x) a representation
from each transferee or the transferring Note Holder certifying that such transferee is a Qualified Institutional Lender (except
in the case of a Transfer in accordance with the immediately following sentence or a Transfer by a Note Holder to an entity that
constitutes a Qualified Institutional Lender pursuant to clause (c)(iii) of the definition thereof) and (y) a copy
of the assignment and assumption agreement referred to in Section 15 (unless the transferee is a Securitization Trust
and the related pooling and servicing agreement requires the parties thereto to comply with this Agreement). If a Note Holder
intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it
must first (a) obtain the consent of each non-transferring Note Holder and (b) if any such non-transferring Note Holder’s
Note is held in a Securitization Trust, as and to the extent required by the applicable Securitization Servicing Agreement, deliver
a Rating


 






    -35- 


     


    

 


Agency
Communication (if a Rating Agency Confirmation is not required thereunder) to, or obtain a Rating Agency Confirmation from, each
of the applicable engaged Rating Agencies for such Securitization Trust. Notwithstanding the foregoing, without each non-transferring
Note Holder’s prior consent (which will not be unreasonably withheld), and, if any non-transferring Note Holder’s
Note is held in a Securitization Trust, without a Rating Agency Confirmation from, or Rating Agency Communication to, as applicable,
each engaged Rating Agency for such Securitization Trust, no Note Holder shall Transfer all or any portion of its Note (or a participation
interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer shall be
absolutely null and void and shall vest no rights in the purported transferee. The transferring Note Holder agrees that it shall
pay the expenses of any non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the
Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency
Confirmation or Rating Agency Communication in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder
shall have the right, without the need to obtain the consent of any other Note Holder or of any other Person or having to provide
any Rating Agency Confirmation or Rating Agency Communication, to Transfer 49% or less (in the aggregate) of its beneficial interest
in a Note, other than to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party. None of the provisions of this
Section 14(a) shall apply in the case of (1) a sale of the Lead Securitization Note together with all of the Non-Lead Securitization
Notes, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special
Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or
the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan, to a single member limited liability or limited partnership,
100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies
or limited partnerships, by the Lead Securitization Trust.


 


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


 


(c)           Notwithstanding any other provision hereof, any Note Holder may pledge (a “Pledge”) its Note to any
entity (other than the Mortgage Loan Borrower or any Affiliate thereof) which has extended a credit facility to such Note Holder
and that is either a Qualified Institutional Lender or a financial institution whose long-term unsecured debt is rated at least
“A” (or the equivalent) or better by each applicable Rating Agency (or, if not rated by an applicable Rating Agency,
an equivalent (or higher) rating from any two of Fitch, Moody’s and S&P) (a “Note Pledgee”), on terms
and conditions set forth in this Section 14(c), it being further agreed that a financing provided by a Note Pledgee
to a Note Holder or any person which Controls such Note that is secured by its Note and is structured as a repurchase arrangement,
shall qualify as a “Pledge” hereunder, provided that a Note Pledgee which is not a Qualified Institutional
Lender may not take title to the pledged Note without a Rating Agency


 






    -36- 


     


    

 


Confirmation.
Upon written notice by the applicable Note Holder to each other Note Holder and any Servicer that a Pledge has been effected (including
the name and address of the applicable Note Pledgee), each other Note Holder agrees to acknowledge receipt of such notice and
thereafter agrees: (i) to give Note Pledgee written notice of any default by the pledging Note Holder in respect of its obligations
under this Agreement of which default such Note Holder has actual knowledge; (ii) to allow such Note Pledgee a period of
ten (10) days to cure a default by the pledging Note Holder in respect of its obligations to each other Note Holder hereunder,
but such Note Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination
of this Agreement shall be effective against such Note Pledgee without the written consent of such Note Pledgee, which consent
shall not be unreasonably withheld, conditioned or delayed; (iv) that such other Note Holder shall give to such Note Pledgee
copies of any notice of default under this Agreement simultaneously with the giving of same to the pledging Note Holder; (v) that
such other Note Holder shall deliver to Note Pledgee such estoppel certificate(s) as Note Pledgee shall reasonably request, provided
that any such certificate(s) shall be in a form reasonably satisfactory to such other Note Holder; and (vi) that, upon
written notice (a “Redirection Notice”) to each other Note Holder and any Servicer by such Note Pledgee that
the pledging Note Holder is in default, beyond any applicable cure periods, under the pledging Note Holder’s obligations
to such Note Pledgee pursuant to the applicable credit agreement between the pledging Note Holder and such Note Pledgee (which
notice need not be joined in or confirmed by the pledging Note Holder), and until such Redirection Notice is withdrawn or rescinded
by such Note Pledgee, Note Pledgee shall be entitled to receive any payments that any Note Holder or Servicer would otherwise
be obligated to pay to the pledging Note Holder from time to time pursuant to this Agreement or the Lead Securitization Servicing
Agreement. Any pledging Note Holder hereby unconditionally and absolutely releases each other Note Holder and any Servicer from
any liability to the pledging Note Holder on account of such other Note Holder’s or Servicer’s compliance with any
Redirection Notice believed by any Servicer or such other Note Holder to have been delivered by a Note Pledgee. A Note Pledgee
shall be permitted to exercise fully its rights and remedies against the pledging Note Holder to such Note Pledgee (and accept
an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event,
the Note Holders and any Servicer shall recognize such Note Pledgee (and any transferee other than the Mortgage Loan Borrower
or any Affiliate thereof which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Note Pledgee
or any transfer in lieu of foreclosure), and its successor and assigns, as the successor to the pledging Note Holder’s rights,
remedies and obligations under this Agreement, and any such Note Pledgee or Qualified Institutional Lender shall assume in writing
the obligations of the pledging Note Holder hereunder accruing from and after such Transfer (i.e., realization upon the
collateral by such Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The rights of a Note Pledgee
under this Section 14(c) shall remain effective as to any Note Holder (and any Servicer) unless and until such Note
Pledgee shall have notified any such Note Holder (and any Servicer, as applicable) in writing that its interest in the pledged
Note has terminated.


 


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


 






    -37- 


     


    

 


Conduit
notwithstanding that such Conduit is not a Qualified Institutional Lender, if the following conditions are satisfied:


 


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


 


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


 


(iii)          Such Note Holder pledges (or sells, transfers or assigns as part of a repurchase facility) its interest in its Note to
the Conduit as collateral for the Conduit Inventory Loan;


 


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


 


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


 


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


 


In connection with any
Transfer of a Note (but excluding any Pledgee unless and until it realizes on its Pledge), a transferee shall execute an assignment
and assumption agreement (unless the transferee is a Securitization Trust and the related pooling and servicing agreement
requires the parties thereto to comply with this Agreement), whereby such transferee assumes all of the obligations of the applicable
Note Holder hereunder with respect to such Note thereafter accruing and agrees to be bound by the terms of this Agreement, including
the applicable restriction on Transfers set forth in Section 14, from and after the date of such assignment. No transfer
of a Note may be made unless it is registered on the Note Register, and


 






    -38- 


     


    

 


the
Agent shall not recognize any attempted or purported transfer of any Note in violation of the provisions of Section 14
and this Section 15. Any such purported transfer shall be absolutely null and void and shall vest no rights in
the purported transferee. Each Note Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Agent
and each other Note Holder against any liability that may result if the transfer is not made in accordance with the provisions
of this Agreement.


 


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


 


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


 


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


 


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


 






    -39- 


     


    

 


Section 18.     Modifications. This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed
by each Note Holder. Additionally, for as long as any Note is contained in a Securitization Trust, the Note Holders shall not amend
or modify this Agreement without first obtaining a Rating Agency Confirmation from each Rating Agency then rating any securities
of any Securitization; provided that no such Rating Agency Confirmation shall be required in connection with a modification
(i) to cure any ambiguity, to correct or supplement any provisions herein that may be defective or inconsistent with any other
provisions herein or with the Lead Securitization Servicing Agreement, or (ii) with respect to matters or questions arising under
this Agreement, to make provisions of this Agreement consistent with other provisions of this Agreement (including, without limitation,
in connection with the creation of New Notes pursuant to Section 31).


 


Section 19.     Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective successors and assigns. Except as provided herein, including without limitation, with respect
to the Trustee, Certificate Administrator, Master Servicer and Special Servicer and any Non-Lead Master Servicer, Non-Lead Special
Servicer or Non-Lead Trustee, none of the provisions of this Agreement shall be for the benefit of or enforceable by any Person
not a party hereto. Subject to Section 14 and Section 15, each Note Holder may assign or delegate its rights
or obligations under this Agreement. Upon any such assignment, the assignee shall be entitled to all rights and benefits of the
applicable Note Holder hereunder. For the avoidance of doubt, the representations in Section 11 shall not be binding upon
any Securitization Trust.


 


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


 


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


 


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


 


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


 


Section 24.      Withholding
Taxes. (a) If the Lead Securitization Note
Holder or the Mortgage Loan Borrower shall be required by law to deduct and withhold Taxes from


 






    -40- 


     


    

 


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


 


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


 


(c)           Each Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) represents (for the benefit
of the Mortgage Loan Borrower) that it is not a Non-Exempt Person and that neither the Lead Securitization Note Holder nor the
Mortgage Loan Borrower is obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan
or otherwise pursuant to this Agreement. Contemporaneously with the execution of this Agreement and from time to time as necessary
during the term of this Agreement, each Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder)
shall deliver to the Lead Securitization Note Holder or Servicer, as applicable, evidence satisfactory to the Lead Securitization
Note Holder substantiating that such Note Holder is not a Non-Exempt Person and that the Lead Securitization Note Holder is not
obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise under this
Agreement. Without limiting the effect of the foregoing, (i) if a Note Holder is created or organized under the laws of the
United States, any state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing
to the Lead Securitization Note Holder an Internal Revenue Service Form W-9 and (ii) if a Note Holder is not created or organized
under the laws of the United States, any state thereof or the District of Columbia, and if the payment of interest or other amounts
by the Mortgage Loan Borrower is treated for United States income tax purposes as derived in whole or part from sources within
the United States, such Note


 






    -41- 


     


    

 


Holder
shall satisfy the requirements of the preceding sentence by furnishing to the Lead Securitization Note Holder Internal Revenue
Service Form W-8ECI, Form W-8IMY (with appropriate attachments), Form W-8BEN or Form W-8BEN-E, or successor forms, as may be required
from time to time, duly executed by such Note Holder, as evidence of such Note Holder’s exemption from the withholding of
United States tax with respect thereto. The Lead Securitization Note Holder shall not be obligated to make any payment hereunder
with respect to any Non-Lead Securitization Note or otherwise until the holder of such Note shall have furnished to the Lead Securitization
Note Holder requested forms, certificates, statements or documents.


 


Section 25.     Custody of Mortgage Loan Documents. Prior to the Lead Securitization Date, the originals of all of the Mortgage Loan
Documents (other than Note A-2) will be held by the Initial Agent (or a duly appointed interim servicer or custodian on its behalf)
on behalf of the registered holders of the Notes. On and after the Lead Securitization Date, the originals of all of the Mortgage
Loan Documents (other than Note A-2) shall be held in the name of the trustee (and held by a duly appointed custodian therefor)
under the Lead Securitization Servicing Agreement, on behalf of the registered holders of the Notes. On and after the Note A-2
Securitization Date, Note A-2 shall be held in the name of the trustee (and held by a duly appointed custodian therefor) under
the Note A-2 PSA, on behalf of the Note A-2 Holder.


 


Section 26.      Cooperation in Securitization.


 


(a)           Each Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization.
In connection with a Securitization and subject to the terms of the preceding sentence, at the request of the related Securitizing
Note Holder, each related Non-Securitizing Note Holder shall use reasonable efforts, at such Securitizing Note Holder’s
expense, to satisfy, and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to
satisfy, the market standards to which such Securitizing Note Holder customarily adheres or that may be reasonably required in
the marketplace or by the Rating Agencies in connection with such Securitization, including, entering into (or consenting to,
as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note
Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any
such case, as may be reasonably requested by the Rating Agencies to effect such Securitization; provided, that no Non-Securitizing
Note Holder shall be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification,
as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or
the amount of any payments due to or priority of such payments to, such Non-Securitizing Note Holder or (ii) materially increase
such Non-Securitizing Note Holder’s obligations or materially decrease such Non-Securitizing Note Holder’s rights,
remedies or protections. In connection with any Securitization, each related Non-Securitizing Note Holder shall provide for inclusion
in any disclosure document relating to such Securitization such information concerning such Non-Securitizing Note Holder and its
Note as the related Securitizing Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing Note
Holder shall, at the Securitizing Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and
such Securitizing Note Holder in connection with such Securitization (including, without limitation, reasonably cooperating with
the


 






    -42- 


     


    

 


Securitizing
Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder
to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection
with the Mortgage Loan and such Securitization), as well as in connection with all other matters and the preparation of any offering
documents thereof and to review and respond reasonably promptly with respect to any information relating to such Non-Securitizing
Note Holder and its Note in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization,
the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note Holder may be
incorporated into the offering documents for such Securitization. Each Securitizing Note Holder and each Rating Agency shall be
entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Note Holder. The Securitizing Note Holder
shall reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in
the Securitizing Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure
materials in connection with a Securitization.


 


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


 


Each Securitizing Note
Holder shall promptly notify each Initial Note Holder that is a Non-Securitizing Note Holder of the closing of any securitization
relating to the Mortgage Loan and such notification shall include the securitization name, the Note(s) included in such securitization,
the closing date of such securitization and the names of the parties to the related Securitization Servicing Agreement (provided
that notwithstanding Section 27 hereof, such notification may be via email to the address set forth on Exhibit B
hereto).


 


Section 27.     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.


 


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


 


Section 29.     Certain Matters Affecting the Agent.


 


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


 






    -43- 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


Section 30.     Resignation or Termination of Agent. The Agent may resign at any time on ten (10) days’ prior notice, so long
as a successor Agent, reasonably satisfactory to the Note Holders (it being agreed that a Servicer, the Trustee or a Certificate
Administrator in a Securitization is satisfactory to the Note Holders), has agreed to be bound by this Agreement and perform the
duties of the Agent hereunder. BANA, as Initial Agent, may transfer its rights and obligations to a Servicer, the Trustee or the
Certificate Administrator, as successor Agent, at any time without the consent of any Note Holder. Notwithstanding the foregoing,
Note Holders hereby agree that, simultaneously with the closing of the Lead Securitization, the Master Servicer shall be deemed
to have been automatically appointed as the successor Agent under this Agreement in place of BANA without any further notice or
other action. The termination or resignation of such Master Servicer, as Master Servicer under the Lead Securitization Servicing
Agreement, shall be deemed a termination or resignation of such Master Servicer as Agent under this Agreement, and any successor
master servicer shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place thereof
without any further notice or other action.


 


Section 31.      Resizing. Notwithstanding any other provision of this Agreement, for so long as BANA or an affiliate thereof (an
“Original Entity”) is the owner of any Non-Lead Securitization Note (each, an “Owned Note”),
such Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower
to execute amended and restated notes or additional notes (in each case, as applicable, “New Notes”) reallocating
the principal of an Owned Note to such New Notes; or severing an Owned Note into


 






    -44- 


     


    

 


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


 


[SIGNATURE PAGE FOLLOWS]


 






    -45- 


     


    

 


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


 





	 	BANK OF AMERICA, N.A., as Initial Note A-1 Holder
	 	 	 
	 	By:	/s/ Steven L. Wasser
	 	 	Name: Steven L. Wasser
	 	 	Title: Managing Director
	 	 	 
	 	BANK OF AMERICA, N.A., as Initial Note A-2 Holder
	 	 	 
	 	By:	/s/ Steven L. Wasser
	 	 	Name: Steven L. Wasser
	 	 	Title: Managing Director



 





North Bay Portfolio Agreement Between
Note Holders


 






     


     


    

 


EXHIBIT A



MORTGAGE LOAN SCHEDULE


 


Description of Mortgage Loan


 


	Mortgage Loan Borrower:	SSCOP DE LLC
	Date of Mortgage Loan: 	March 8, 2018
	Original Principal Amount of Mortgage Loan:	$54,000,000
	Principal Amount of Mortgage Loan as of the date hereof:	$54,000,000
	Promissory Note A-1 Principal Balance	$35,000,000
	Date of Promissory Note A-1:	March 8, 2018
	Promissory Note A-2 Principal Balance:	$19,000,000
	Date of Promissory Note A-2:	March 8, 2018
	Location of Mortgaged Properties:	Petaluma, California
	Initial Maturity Date:	April 1, 2028


 






    A-1 


     


    

 


EXHIBIT B


 


		1.	Initial Note A-1 Holder:



 


(Prior to Securitization of Note A-1):


 


Bank
of America, N.A.

NC1-027-15-01

214 North Tryon Street

Charlotte, North Carolina 28255

Attention: Steven L. Wasser

Email: steve.l.wasser@baml.com


 


with a copy to:


  


W.
Todd Stillerman, Esq.


Bank
of America Corporation


NC1-027-20-05


214
North Tryon Street, 20th Floor


Charlotte,
North Carolina 28255

Email: todd.stillerman@bankofamerica.com


 


Following Securitization of Note A-1, the applicable notice
addresses set forth in the related Securitization Servicing Agreement.


 


		2.	Initial Note A-2 Holder:



 


Bank
of America, N.A.

NC1-027-15-01

214 North Tryon Street

Charlotte, North Carolina 28255

Attention: Steven L. Wasser

Email: steve.l.wasser@baml.com


 


with
a copy to:




W. Todd Stillerman, Esq.


Bank
of America Corporation


NC1-027-20-05


214
North Tryon Street, 20th Floor

Charlotte, North Carolina 28255

Email: todd.stillerman@bankofamerica.com


  


Following
Securitization of Note A-2, the applicable notice addresses set forth in the related Securitization Servicing Agreement.


 






    B-1 


     


    

  


EXHIBIT C



PERMITTED FUND MANAGERS


  





	1.	Alliance Bernstein
	2.	Annaly Capital Management
	3.	Apollo Real Estate Advisors
	4.	Archon Capital, L.P.
	5.	AREA Property Partners
	6.	Artemis Real Estate Partners
	7.	BlackRock, Inc.
	8.	Capital Trust, Inc.
	9.	Clarion Partners
	10.	Colony Capital, LLC / Colony Financial, Inc.
	11.	CreXus Investment Corporation/Annaly Capital Management
	12.	DLJ Real Estate Capital Partners
	13.	Dune Real Estate Partners
	14.	Eightfold Real Estate Capital, L.P.
	15.	Five Mile Capital Partners
	16.	Fortress Investment Group, LLC
	17.	Garrison Investment Group
	18.	Goldman, Sachs & Co.
	19.	H/2 Capital Partners LLC
	20.	Hudson Advisors
	21.	Investcorp International
	22.	iStar Financial Inc.
	23.	J.P. Morgan Investment Management Inc.
	24.	JER Partners
	25.	Lend-Lease Real Estate Investments
	26.	Libermax Capital LLC
	27.	LoanCore Capital
	28.	Lone Star Funds
	29.	Lowe Enterprises
	30.	Normandy Real Estate Partners
	31.	One William Street Capital Management, L.P.
	32.	Och-Ziff Capital Management Group/ OZ Management, L.P./ OZ Management II., L.P.
	33.	Praedium Group
	34.	Raith Capital Partners, LLC
	35.	Rialto Capital Management, LLC
	36.	Rialto Capital Advisors LLC
	37.	Rimrock Capital Management LLC
	38.	Rockpoint Group
	39.	Rockwood
	40.	RREEF Funds
	41.	Square Mile Capital Management
	42.	Starwood Capital Group/Starwood Financial Trust
	43.	The Blackstone Group
	44.	The Carlyle Group
	45.	Torchlight Investors
	46.	Walton Street Capital, L.L.C.
	47.	Westbrook Partners
	48.	WestRiver Capital
	49.	Wheelock Street Capital
	50.	Whitehall Street Real Estate Fund, L.P.




 






    C-1