Exhibit 4.19  


CO-LENDER AGREEMENT


Dated as of February 1, 2022


by and between


BANK OF MONTREAL


(Initial Note A-1 Holder)


 


and


 


BANK OF MONTREAL


(Initial Note A-2 Holder)


 


and


 


BANK OF MONTREAL


(Initial Note A-3 Holder)


 


 


NYC-MFRT Mortgage Loan


 




    	 	 



    	 	 



    


TABLE OF CONTENTS


Page





	Section
    1.	Definitions; Conflicts	1
	Section 2.	Servicing of the Mortgage Loan	16
	Section 3.	Priority of Payments	27
	Section 4.	Workout	28
	Section 5.	Administration of the Mortgage
    Loan	28
	Section 6.	Appointment of Controlling Note
    Holder Representative and Non-Controlling Note Holder Representative	34
	Section 7.	Appointment of Special Servicer	35
	Section 8.	Payment Procedure	36
	Section 9.	Limitation on Liability of the
    Note Holders	37
	Section 10.	Bankruptcy	38
	Section 11.	Representations of the Note Holders	38
	Section 12.	No Creation of a Partnership or
    Exclusive Purchase Right	39
	Section 13.	Other Business Activities of the
    Note Holders	39
	Section 14.	Sale of the Notes	39
	Section 15.	Registration of the Notes and Each
    Note Holder	42
	Section 16.	Governing Law; Waiver of Jury Trial	43
	Section 17.	Submission to Jurisdiction; Waivers	43
	Section 18.	Modifications	44
	Section 19.	Successors and Assigns; Third Party
    Beneficiaries	44
	Section 20.	Counterparts	44
	Section 21.	Captions	44
	Section 22.	Severability	44
	Section 23.	Entire Agreement	45
	Section 24.	Withholding Taxes	45
	Section 25.	Custody of Mortgage Loan Documents	46
	Section 26.	Cooperation in Securitization	46
	Section 27.	Notices	47
	Section 28.	Broker	48
	Section 29.	Certain Matters Affecting the Agent	48
	Section 30.	Reserved	49
	Section 31.	Resignation of Agent	49
	Section 32.          	Resizing	49



 




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THIS CO-LENDER AGREEMENT
(this “Agreement”), dated and effective as of February 1, 2022, by and between BANK OF MONTREAL (“BMO”
and together with its successors and assigns in interest, in its capacity as owner of each of Note A-1, the “Initial Note A-1
Holder”, and in its capacity as the initial agent, the “Initial Agent”), BMO (together with its successors
and assigns in interest, in its capacity as owner of Note A-2, the “Initial Note A-2 Holder”, and BMO (together
with its successors and assigns in interest, in its capacity as owner of Note A-3, the “Initial Note A-3 Holder”
and, together with the Initial Note A-1 Holder and the Initial Note A-2 Holder, the “Initial Note Holders”).


W I T N E S E T H:


WHEREAS, pursuant to the
Mortgage Loan Agreement (as defined herein), BMO originated a certain loan (the “Mortgage Loan”) described on the schedule
attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to the mortgage loan borrower described on the Mortgage
Loan Schedule (the “Mortgage Loan Borrower”), which is evidenced by (i) one promissory note in the original principal
amount of $30,000,000 (“Note A-1”) made by the Mortgage Loan Borrower in favor of the Initial Note A-1 Holder, (ii)
one promissory note in the original principal amount of $15,200,000 (“Note A-2”) made by the Mortgage Loan Borrower
in favor of the Initial Note A-2 Holder and (iii) one promissory note in the original principal amount of $15,000,000 (“Note
A-3”) made by the Mortgage Loan Borrower in favor of the Initial Note A-3 Holder, each of which is dated as of January 21, 2022;
and


WHEREAS, the Initial Note
Holders desire to enter into this Agreement to memorialize the terms under which they, and their successors and assigns, shall hold Note
A-1, Note A-2 and Note A-3, respectively;


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


Section
1.Definitions; Conflicts. References to a “Section” or the “recitals” are, unless otherwise
specified, to a Section or the recitals of this Agreement. Capitalized terms not otherwise defined herein shall have the respective meanings
ascribed to such terms or any one or more analogous terms in the Lead Securitization Servicing Agreement. Whenever used in this Agreement,
the following terms shall have the respective meanings set forth below unless the context clearly requires otherwise. In the event of,
and to the extent of, a conflict between this Agreement and the Lead Securitization Servicing Agreement, this Agreement shall control.“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 assign or delegate its duties hereunder, and at any time that
the Lead Securitization Note is included in the Lead Securitization, shall mean the Master Servicer as of such time.


“Agent Office”
shall mean the designated office of the Agent, which office at 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.




    	 



    	 	 



    


“Aggregate Note
Principal Balance” means the sum of the Note A-1 Principal Balance, the Note A-2 Principal Balance and the Note A-3 Principal
Balance.


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


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


“Asset Representations
Reviewer” shall mean the entity acting as asset representations reviewer under the Lead Securitization Servicing Agreement.


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


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


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


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


“CDO Asset Manager”
with respect to any Securitization Vehicle which is a CDO, shall mean the entity which 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 entity acting as certificate administrator under the Lead Securitization Servicing Agreement.


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


“Collection Account”
shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement.


“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).




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“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 to the foregoing.


“Controlling Note
Holder” shall mean the Note A-1 Holder; provided that for so long as greater than 49% of Note A-1 is held by (or the majority
“controlling class” holder or other party assigned the rights to exercise the rights of the Note A-1 Holder is) the Mortgage
Loan Borrower or an Affiliate of the Mortgage Loan Borrower, the Note A-1 Holder (and the majority “controlling class” holder
or other party assigned the rights to exercise the rights of the Note A-1 Holder) shall not be entitled to exercise any rights it may
otherwise have as Controlling Note Holder, and there shall be deemed to be no Controlling Note Holder hereunder. At any time that Note
A-1 is included in a Securitization, references to the “Controlling Note Holder” shall mean the Lead Securitization Subordinate
Class Representative or any other party assigned the rights to exercise the rights of the “Controlling Note Holder” hereunder,
as and to the extent provided in the related Lead Securitization Servicing Agreement. In addition, the related Lead Securitization Servicing
Agreement may contain additional limitations on the rights of such designated party entitled to exercise the rights of the “Controlling
Note Holder” hereunder if such designated party is the Mortgage Loan Borrower or if it has certain relationships with the Mortgage
Loan Borrower (which additional limitations shall, as and to the extent provided in the Lead Securitization Servicing Agreement, accordingly
limit the rights of the designated party to exercise any rights provided hereunder).


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


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


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


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


“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).




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“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 A-3
Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


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


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


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


“Interested Person”
shall mean the Depositor, any Non-Lead Depositor, the Master Servicer, any Non-Lead Master Servicer, the Special Servicer, any Non-Lead
Special Servicer, 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 Controlling Note Holder, the Operating Advisor, the Asset Representations Reviewer, any risk
retention consultation party under the Lead Securitization Servicing Agreement, any Non-Lead Operating Advisor, the Controlling Note Holder
Representative, any Non-Controlling Note Holder or any Non-Controlling Note Holder Representative, any holder of a related mezzanine loan,
or any known Affiliate of any such party described above.




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“Intervening Trust
Vehicle” with respect to any Securitization Vehicle that is a CDO, shall mean a trust vehicle or entity which 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 Securitization of Note A-1 in a Securitization Trust to be designated by the Initial Note A-1 Holder; provided that, in
the event that the Other Note Securitization occurs prior to the Note A-1 Securitization, the “Lead Securitization” shall
mean, solely during the period commencing from the Other Note Securitization Date and ending on the Note A-1 Securitization Date, the
Other Note Securitization.


“Lead Securitization
Note” shall mean Note A-1; provided that, in the event that the Other Note Securitization occurs prior to the Note A-1 Securitization,
the “Lead Securitization Note” shall mean, solely during the period commencing from the Other Note Securitization Date and
ending on the Note A-1 Securitization Date, the Other Securitization Note.


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


“Lead Securitization
Servicing Agreement” shall mean the pooling and servicing agreement entered into in connection with the Lead Securitization.
The Servicing Standard in the Lead Securitization Servicing Agreement shall require, among other things, that each Servicer, in servicing
the Mortgage Loan, must take into account the interests of each Note Holder.


“Lead Securitization
Subordinate Class Representative” shall mean the “Controlling Class Representative” or “Directing Holder”
(or any term substantially similar thereto) as defined in the Lead Securitization Servicing Agreement.


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


“Loan Combination
Custodial Account” shall mean the “Loan Combination Custodial Account”, “Secured Whole Loan Collection Account”
or analogous account established for the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement.




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“Major Decisions”
shall have the meaning given to such term or any analogous term in the Lead Securitization Servicing Agreement; provided that, at any
time that Note A-1 is not included in the Lead Securitization, “Major Decision” shall mean, collectively:


(i)       any
proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership of properties
securing the Mortgage Loan if it comes into and continues in default;


(ii)      any
modification, consent to a modification or waiver of a monetary term (other than Penalty Charges if the Mortgage Loan is not a Specially
Serviced Loan) or material non-monetary term (including, without limitation, a modification with respect to the timing of payments and
acceptance of discounted payoffs but excluding waiver of Penalty Charges) of the Mortgage Loan or any extension of the Maturity Date of
the Mortgage Loan;


(iii)     any
sale of the Mortgage Loan (when it is a Defaulted Mortgage Loan) or REO Property (other than in connection with the termination of the
Lead Securitization Trust) for less than the applicable Purchase Price;


(iv)      any
determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials
located at an REO Property;


(v)       any
release of collateral or any acceptance of substitute or additional collateral for the Mortgage Loan, or any consent to either of the
foregoing, other than immaterial condemnation actions and other similar takings or if otherwise required pursuant to the specific terms
of the Mortgage Loan and for which there is no lender discretion;


(vi)      any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Mortgage Loan or, if lender consent
is required, any consent to such waiver or consent to a transfer of the Mortgaged Property or interests in the Mortgage Loan Borrower
or consent to the incurrence of additional debt, other than any such transfer or incurrence of debt as may be effected without the consent
of the lender under the Mortgage Loan Agreement;


(vii)     any
property management company changes or franchise changes (in each case, to the extent the lender is required to consent or approve under
the Mortgage Loan Documents);


(viii)     releases
of any escrow accounts, reserve accounts or letters of credit held as performance or “earn-out” escrows or reserves other
than those required pursuant to the specific terms of the Mortgage Loan and for which there is no lender discretion;


(ix)      any
acceptance of an assumption agreement or any other agreement permitting transfer of interests in the Mortgage Loan Borrower or a




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guarantor releasing the Mortgage Loan Borrower
or a guarantor from liability under the Mortgage Loan other than pursuant to the specific terms of the Mortgage Loan and for which there
is no lender discretion;


(x)        following
a default or an event of default with respect to the Mortgage Loan, any acceleration of the Mortgage Loan, or initiation of judicial,
bankruptcy or similar proceedings under the Mortgage Loan Documents or with respect to the Mortgage Loan Borrower or Mortgaged Property;


(xi)      any
modification, waiver or amendment of an intercreditor agreement, co-lender agreement or similar agreement with any mezzanine lender
or subordinate debt holder related to the Mortgage Loan, or an action to enforce rights with respect thereto;


(xii)     any
determination of an Acceptable Insurance Default;


(xiii)    any
proposed modification or waiver of any material provision in the Mortgage Loan Documents governing the type, nature or amount of insurance
coverage required to be obtained and maintained by the Mortgage Loan Borrower; and


(xiv)   any
approval of any casualty insurance settlements or condemnation settlements, and any determination to apply casualty proceeds or condemnation
awards to the reduction of the debt rather than to the restoration of the Mortgaged Property.


“Master Servicer”
shall mean the entity acting as master servicer under the Lead Securitization Servicing Agreement.


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


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


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


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


“Mortgage Loan Agreement”
shall mean the Loan Agreement, dated as of January 21, 2022, between the Mortgage Loan Borrower, as borrower, and BMO, as lender, as the
same may be further amended, restated, supplemented or otherwise modified from time to time, subject to the terms hereof.


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




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“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 32.


“Non-Controlling
Note Holder” shall mean each Note Holder that is not the Controlling Note Holder; provided that for so long as greater than
49% of any Non-Controlling Note is held by (or the majority “controlling class” holder or other party assigned the rights
to exercise the rights of such Non-Controlling Note Holder is) the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower,
such Non-Controlling Note (and the majority “controlling class” holder or other party assigned the rights to exercise the
rights of such Non-Controlling Note Holder) shall not be entitled to exercise any rights of such Non-Controlling Note Holder, and there
shall be deemed to be no Non-Controlling Note Holder hereunder with respect to such Non-Controlling Note. If the Non-Controlling Note
is included in a Securitization, the related Securitization Servicing Agreement may contain additional limitations on the rights of such
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 (which additional limitations shall, as
and to the extent provided in the related Securitization Servicing Agreement, accordingly limit the rights of the designated party to
exercise any rights provided hereunder).


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


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


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




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


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


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


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


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


“Non-Lead Securitization
Determination Date” shall have the meaning assigned to such term in Section 2(c)(iii).


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


“Non-Lead Securitization
Note Holder” shall mean the 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 servicing agreement, trust and servicing agreement or pooling and servicing agreement entered into in connection with such Non-Lead
Securitization.


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


“Non-Lead Securitization
Trust” shall mean any Securitization Trust that holds a Non-Lead Securitization Note.


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


“Non-Lead Sponsor”
shall mean, with respect to any Non-Lead Securitization Note, the related Note Holder that acts as the sponsor with respect to such Non-Lead
Securitization Note in connection with the related Non-Lead Securitization.


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




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“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 Initial Note A-1 Principal Balance
set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-1 Holder or reductions in such
amount pursuant to Section 3 or 4, as applicable.


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, in turn, includes all or such portion
of Note A-1 (as applicable) 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(s) 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 Initial Note A-2 Principal Balance
set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-2 Holder or reductions in such
amount pursuant to Section 3 or 4, as applicable.


“Note A-3”
shall have the meaning assigned to such term in the recitals.


“Note A-3 Holder”
shall mean the Initial Note A-3 Holder or any subsequent holder of Note A-3, as applicable.


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


“Note Holders”
shall mean collectively, the Note A-1 Holder, the Note A-2 Holder and the Note A-3 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 mean, collectively, Note A-1, Note A-2 and Note A-3, as each such note is amended, modified, supplemented or split.




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“Operating Advisor”
shall mean the entity acting as operating advisor under the Lead Securitization Servicing Agreement.


“Other Note Securitization”
shall mean the first sale by any of the Note A-2 Holder or the Note A-3 Holder, of all or a portion of Note A-2 or Note A-3, as applicable,
to a depositor who will in turn include all or such portion of Note A-2 or Note A-3, as applicable, as part of the securitization of one
or more mortgage loans.


“Other Note Securitization”
shall mean the closing date of the Other Note Securitization.


“Other Securitization
Note” shall mean any Note that is contributed to the Other Note Securitization (or, if more than one Note is contributed to
the Other Note Securitization, the Note with the higher (or highest) alpha-numeric designation).


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


“Percentage Interest”
shall mean, (a) with respect to the Note A-1 Holder, a fraction, expressed as a percentage, the numerator of which is the Note A-1 Principal
Balance and the denominator of which is the Aggregate Note Principal Balance, (b) with respect to the Note A-2 Holder, a fraction, expressed
as a percentage, the numerator of which is the Note A-2 Principal Balance and the denominator of which is the Aggregate Note Principal
Balance and (c) with respect to the Note A-3 Holder, a fraction, expressed as a percentage, the numerator of which is the Note A-3 Principal
Balance and the denominator of which is the Aggregate Note Principal Balance,


“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:




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(a)       an
entity Controlled by, Controlling or under common Control with, 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) (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 at least two (2) of the Rating Agencies that assigned a rating to one or more classes of securities issued
in connection with a Securitization; (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 acceptable to the Rating Agencies rating each Securitization (such entity,
an “Approved Servicer”) and such Approved Servicer is required to service and administer such Note or any interest
therein in accordance with servicing arrangements for the assets held by the Securitization Vehicle which require that such Approved Servicer
act in accordance with a servicing standard notwithstanding any contrary direction or instruction from any other Person; or (3) in the
case of a Securitization Vehicle that is a 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




    	 	12	 



    	 	 



    


$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), (iii), (iv)(B)
or (v) of this definition, (x) such entity has at least $200,000,000 in capital/statutory surplus or shareholders’ equity (except
with respect to a pension advisory firm or similar fiduciary) and at least $600,000,000 in total assets (in name or under management),
and (y) is regularly engaged in the business of making or owning commercial real estate loans (or interests therein) similar to the Mortgage
Loan (or mezzanine loans with respect thereto) or owning or operating commercial real estate properties; provided that, in the
case of the entity described in clause (iv)(B) above, the requirements of this clause (y) may be satisfied by a general partner, managing
member, or the fund manager responsible for the day-to-day management and operation of such entity; or


(d)       any
entity Controlled by any of the entities described in clause (c)(i), (ii), (iv)(B) or (v) of this definition or approved by the Rating
Agencies hereunder as a Qualified Institutional Lender for purposes of this Agreement, or as to which the Rating Agencies have stated
they would not review such entity in connection with the subject transfer.


“Qualified Trustee”
means (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of
any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred,
having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority,
(ii) an institution insured by the Federal Deposit Insurance Corporation or (iii) an institution whose long-term senior unsecured debt
is rated either of the then in effect top two rating categories of each of the applicable Rating Agencies.


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




    	 	13	 



    	 	 



    


“Rating Agency Confirmation”
shall mean (i) prior to a Securitization, with respect to any matter that each applicable Rating Agency shall have confirmed in writing
(which may be in electronic form) that a proposed action, failure to act or other event so specified will not, in and of itself, result
in the downgrade, withdrawal or qualification of the then-current ratings assigned by such Rating Agency to any securities issued in connection
with any Securitization; provided, however, that a written waiver or other acknowledgment or course of conduct from the
Rating Agency indicating its decision not to review the matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy
the requirement for the Rating Agency Confirmation from each Rating Agency with respect to such matter, and (ii) after a Securitization,
the meaning given thereto or to any analogous term in the Lead Securitization Servicing Agreement including any deemed Rating Agency Confirmation.


“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 or may hereafter be from time to time
provided by the Commission or by the staff of the Commission, in each case as effective from time to time as of the compliance dates specified
therein.


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


“Required Special
Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”, (ii)
in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special Servicer,
(iii) in the case of Moody’s, such special servicer is acting as special servicer for one or more loans included in a commercial
mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date of determination, and
Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class
of commercial mortgage securities on watch citing the continuation of such special servicer as special servicer of such commercial mortgage
loans, (iv) in the case of DBRS Morningstar, either a commercial mortgage special servicer (a) that has a current ranking from DBRS Morningstar
of at least “MOR CS3”, or (b) if not rated by DBRS Morningstar, that is currently acting as servicer or special servicer,
as applicable, for a commercial mortgage-backed securities transaction rated by DBRS Morningstar and as to which DBRS Morningstar has
not cited servicing concerns with respect to such servicer as the sole or material factor in any qualification, downgrade or withdrawal
of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal, which placement on “watch
status” has not been withdrawn within 60 days without any ratings downgrade or withdrawal) of securities in such commercial mortgage-backed
securities transaction serviced by the applicable servicer prior to the time of determination, and (v) in the case of KBRA, KBRA has not
cited servicing concerns of such special servicer as the sole or material factor in any qualification, downgrade or withdrawal of the
ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a transaction
serviced by such special servicer prior to the time of determination.




    	 	14	 



    	 	 



    


“S&P”
shall mean S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, and its successors in interest.


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


“Securitization
Date” shall mean the effective date on which the Lead Securitization is consummated.


“Securitization
Servicing Agreement” shall mean the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement,
as the context may require.


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


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


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


“Servicer Termination
Event” shall have the meaning assigned to such term or other 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 an analogous term in the Lead Securitization Servicing Agreement.


“Special Servicer”
shall mean the entity acting as special servicer under 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.


“Trustee”
shall mean the entity acting as trustee under 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




    	 	15	 



    	 	 



    


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
Securitization Date, pursuant to the Lead Securitization Servicing Agreement and this 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 (including a determination of recoverability
thereunder). Each Note Holder acknowledges that the 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, the Certificate Administrator, the Operating Advisor and the Trustee under the Lead
Securitization Servicing Agreement by the Depositor, and the appointment of the Special Servicer as the initial Special Servicer under
the Lead Securitization Servicing Agreement by the Depositor (subject to replacement by the Controlling Note Holder as provided herein)
and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan
in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints the Master Servicer, the Special Servicer
and the Trustee in the Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with
respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject
at all times to the rights of the Note Holder set forth herein and in the Lead Securitization Servicing Agreement). In no event shall
the Lead Securitization Servicing Agreement require the Servicer to enforce the rights of any Note Holder or limit the Servicer in enforcing
the rights of one Note Holder against the other Note Holder; however, this statement shall not be construed to otherwise limit the rights
of one Note Holder with respect to the other Note Holder. Each Servicer shall be required pursuant to the Lead Securitization Servicing
Agreement to service the Mortgage Loan in accordance with the Servicing Standard, the terms of the Mortgage Loan Documents, the Lead Securitization
Servicing Agreement, this Agreement and applicable law, and shall not take any action or refrain from taking any action or follow any
direction inconsistent with the foregoing.


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




    	 	16	 



    	 	 



    


Servicing Agreement” shall mean such
subsequent servicing agreement; provided, however, that if a Non-Lead Securitization Note is in a Securitization, then a
written confirmation shall have been obtained from each Rating Agency that the appointment of the servicer(s) pursuant to such servicing
agreement would not, in and of itself, cause a downgrade, qualification or withdrawal of the then-current ratings assigned to the securities
issued in connection with such Securitization; provided, further, however, 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 was still in full force and effect with respect to the Mortgage Loan,
by the Servicer in the Lead Securitization or by any Master Servicer appointed by the Lead Securitization Note Holder that is a qualified
servicer meeting the requirements of the Lead Securitization Servicing Agreement or by any Special Servicer appointed by the Lead Securitization
Note Holder that satisfies the Required Special Servicer Rating.


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


In addition, each Non-Lead
Securitization Note Holder (including, but not limited to, the related Non-Lead Securitization Trust) 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 Additional Trust Fund




    	 	17	 



    	 	 



    


Expenses with respect to the Mortgage Loan
or the Mortgaged Property, any other 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,
as applicable, is entitled to be reimbursed pursuant to the Lead Securitization Servicing Agreement, and any fees, costs or expenses related
to obtaining a Rating Agency Confirmation, in each case to the extent amounts on deposit in the Loan Combination Custodial Account that
are allocated to the related Non-Lead Securitization Note are insufficient for reimbursement of such amounts (which such reimbursement
shall be made, if such Non-Lead Securitization Note has been included in a Non-Lead Securitization, from general collections or any other
amounts from such Non-Lead Securitization Trust). Each Non-Lead Securitization Holder agrees to indemnify (i) (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 Lead Securitization Servicing Agreement) each of the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, the Operating Advisor and the Depositor (and any director, officer, employee or agent of any of the foregoing,
to the extent such parties are identified as indemnified parties in the Lead Securitization Servicing Agreement in respect of other mortgage
loans) and (ii) the Lead Securitization Trust (such parties in clause (i) and the Lead Securitization Trust, collectively, 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 Loan Combination Custodial Account that are allocated to the related Non-Lead
Securitization Note are insufficient for reimbursement of such amounts, such 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 (including, if a Non-Lead Securitization Note has been included in a Non-Lead Securitization,
from general collections or any other amounts from the related Non-Lead Securitization Trust).


Each Non-Lead Master Servicer
may be required to make P&I Advances on the related Non-Lead Securitization Note, from time to time, subject to the terms of the related
Non-Lead Securitization Servicing Agreement, the Lead Securitization Servicing Agreement and this Agreement. The Master Servicer, the
Special Servicer and the Trustee, as applicable, shall be entitled to make their own recoverability determination with respect to a P&I
Advance to be made on the Lead Securitization Note based on the information that they have on hand and in accordance with the Lead Securitization
Servicing Agreement. Each Non-Lead Master Servicer, each Non-Lead Special Servicer and each Non-Lead Trustee, as applicable, shall be
entitled to make their 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 and the Trustee, as applicable, and each Non-Lead Master Servicer or each Non-Lead Trustee shall be required to notify
each other servicer and trustee with respect to a Securitization of the amount of its P&I Advance within two (2) Business Days of
making such advance. If the Master




    	 	18	 



    	 	 



    


Servicer, the Special Servicer or the Trustee,
as applicable (with respect to the Lead Securitization Note) or any Non-Lead Master Servicer, any Non-Lead Special Servicer or any Non-Lead
Trustee, as applicable (with respect to any 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 Property Advance would be non-recoverable or an outstanding Property
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 any Non-Lead Master
Servicer or any Non-Lead Trustee (as provided in the related Non-Lead Securitization Servicing Agreement, in the case of the 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, and/or each other Non-Lead Master Servicer and Non-Lead Trustee, as the case may be, within two (2) Business Days of
making such determination. Each of the Master Servicer, the Trustee, any Non-Lead Master Servicer and any Non-Lead Trustee, as applicable,
will only be entitled to reimbursement for a P&I Advance that becomes non-recoverable and advance interest thereon first from
the Loan Combination Custodial Account from amounts allocable to the Note for which such P&I Advance was made, and then, if
funds are insufficient, (i) in the case of the Lead Securitization Note, from general collections of the Lead Securitization Trust, pursuant
to the terms of the Lead Securitization Servicing Agreement and (ii) in the case of a Non-Lead Securitization Note, from general collections
of the related Securitization Trust, as and to the extent provided in the related Non-Lead Securitization Servicing Agreement.


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


(i)           the
Master Servicer or Trustee shall be required to provide written notice to each Non-Lead Master Servicer and each Non-Lead Trustee of any
P&I Advance it has made with respect to the Lead Securitization Note within two (2) Business Days of making such advance;


(ii)         if
the Master Servicer determines that a proposed P&I Advance with respect to the Lead Securitization Note or Property Advance with respect
to the Mortgage Loan, if made, or any outstanding P&I Advance or Property Advance previously made, would be, or is, as applicable,
a Nonrecoverable Advance, the Master Servicer shall provide each Non-Lead Master Servicer written notice of such determination promptly
after such determination was made together with such reports that the Master Servicer delivered to the Special Servicer or Trustee in
connection with notification of its determination of nonrecoverability;


(iii)       the
Master Servicer shall remit all payments received with respect to any Non-Lead Securitization Note, net of the servicing fees payable
to the Master Servicer and Special Servicer with respect to such Non-Lead Securitization Note, and any other applicable fees and reimbursements
payable to the Master Servicer, the Special Servicer




    	 	19	 



    	 	 



    


and the Trustee, to the related Non-Lead
Securitization Note Holder by the earlier of (x) the Master Servicer Remittance Date (as defined in the Lead Securitization Servicing
Agreement) and (y) the Business Day following the “determination date” (or any term substantially similar thereto) as defined
in the related Non-Lead Securitization Servicing Agreement (such determination date, the “Non-Lead Securitization Determination
Date”), in each case, as long as the date on which remittance is required under this clause (iii) is at least one (1) Business
Day after the scheduled monthly payment date under the Mortgage Loan Agreement;


(iv)       in
connection with the expedited remittances contemplated by the preceding clause (iii) and the expedited reporting contemplated by
the following clause (v), (A) the Special Servicer shall (x) expedite its delivery of reports to the Master Servicer with respect
to the Mortgage Loan or the Mortgaged Property (including the delivery of information contemplated by CREFC® reports that the Special
Servicer is required to deliver to the Master Servicer) so that the reports (including CREFC® reports) provided by the Master Servicer
to the Non-Lead Securitization Note Holder may include all information contemplated to be included therein for the applicable reporting
period, and (y) expedite withdrawals from accounts maintained by it and remittances to the Master Servicer in respect of the Mortgage
Loan or the Mortgaged Property so that the Master Servicer’s remittances to the Non-Lead Securitization Note Holder contemplated
by the preceding clause (iii) may include all amounts for the applicable collection period; and (B) each party responsible under
the Lead Securitization Servicing Agreement for delivering any Additional Form 10-D Disclosure (or analogous information) to a Non-Lead
Trustee or Non-Lead Depositor in respect of a Non-Lead Securitization Note shall deliver such Additional Form 10-D Disclosure (or analogous
information) no later than the 5th calendar day following the distribution date for the related Non-Lead Securitization;


(v)        with
respect to any Non-Lead Securitization Note that is held by a Securitization, the Master Servicer agrees to deliver or cause to be delivered
or to make available to the related Non-Lead Master Servicer all reports required to be delivered by the Master Servicer to the Certificate
Administrator and the Trustee under the Lead Securitization Servicing Agreement (which shall include all loan-level reports constituting
the CREFC® Investor Reporting Package (IRP)) pursuant to the terms of the Lead Securitization Servicing Agreement, to the
extent related to the Mortgage Loan, the Mortgaged Property, such Non-Lead Securitization Note, the Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee, by the earlier of (x) the Master Servicer Remittance Date and (y) the Business Day following
the related Non-Lead Securitization Determination Date, in each case, as long as the date on which delivery is required under this clause
(v) is at least one (1) Business Day after the scheduled monthly payment date under the Mortgage Loan Agreement;


(vi)        the
Master Servicer and the Special Servicer, as applicable, shall provide (in electronic media) to each Non-Lead Securitization Note Holder
all documents, certificates, instruments, notices, reports, operating statements, rent rolls and other information regarding the Mortgage
Loan provided by it to the Lead Securitization




    	 	20	 



    	 	 



    


Subordinate Controlling Class Representative
or the Operating Advisor in connection with any request for consent made to, or consultation with, such party at the time provided to
such other party;


(vii)       the
servicing duties of each of the Master Servicer and Special Servicer under the Lead Securitization Servicing Agreement shall include
the duty to service the Mortgage Loan and all of the Notes on behalf of the Note Holders (including the respective trustees and certificateholders)
in accordance with the terms and provisions of this Agreement, the Lead Securitization Servicing Agreement and the Servicing Standard;


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


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




    	 	21	 



    	 	 



    


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


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




    	 	22	 



    	 	 



    


Securitization Servicing Agreement) and
any amendments to any reports filed with the Commission therewith shall be promptly paid by the applicable Affected Reporting Party upon
receipt of an itemized invoice from such Non-Lead Depositor;


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


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


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


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


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


(xvi)       to
the extent related to the Mortgage Loan, the Master Servicer or the Special Servicer, Rating Agency Confirmation shall 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 pass-through certificates issued in connection with the Lead Securitization;




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(xvii)    Servicer
Termination Events with respect to the Master Servicer and the Special Servicer shall include: (A) solely with respect to the Master
Servicer, the failure to timely remit payments to any Non-Lead Securitization Note Holder, which failure continues unremedied for one
(1) Business Day following the date on which such payment was to be made; (B) solely with respect to the Special Servicer, the failure
to deposit into any REO Account any amount required to be so deposited within two (2) Business Days after the date such deposit was to
be made, or the failure to remit to the Master Servicer for deposit into the Collection Account or the related Loan Combination Custodial
Account, as applicable, any amount required to be so remitted by the Special Servicer within one (1) Business Day after the date such
remittance was to be made; (C) the qualification, downgrade or withdrawal, or placing on “watch status” in contemplation
of a rating downgrade or withdrawal of the ratings of any class of certificates issued in connection with any Non-Lead Securitization
by the rating agencies rating such securities (and such qualification, downgrade, withdrawal or “watch status” placement
shall not have been withdrawn by such rating agencies within sixty (60) days of actual knowledge of such event by the Master Servicer
or the Special Servicer, as the case may be), and publicly citing servicing concerns with the Master Servicer or Special Servicer, as
applicable, as the sole or a material factor in such rating action; and (D) the failure to provide to any Non-Lead Securitization Note
Holder (if and to the extent required under the related Non-Lead Securitization) reports required under the Exchange Act, and the rules
and regulations thereunder, in a timely fashion. Upon the occurrence of such a Servicer Termination Event with respect to the Master
Servicer affecting a Non-Lead Securitization Note Holder and the Master Servicer is not otherwise terminated pursuant to the Lead Securitization
Servicing Agreement, the Trustee shall, upon the direction of such Non-Lead Securitization Note Holder, require the appointment of a
subservicer with respect to the related Non-Lead Securitization Note. Upon the occurrence of a Servicer Termination Event with respect
to the Special Servicer affecting a Non-Lead Securitization Note Holder and the Special Servicer is not otherwise terminated pursuant
to the Lead Securitization Servicing Agreement, the Trustee shall, upon direction of such Non-Lead Securitization Note Holder, terminate
the Special Servicer with respect to, but only with respect to, the Mortgage Loan;


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




    	 	24	 



    	 	 



    


(xix)       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 such Non-Lead Asset Representations
Reviewer in connection with such Asset Review by providing such Non-Lead Asset Representations Reviewer with any documents reasonably
requested by such Non-Lead Asset Representations Reviewer, but only to the extent (x) such documents are in the possession of the Master
Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be, and (y) such Non-Lead Asset Representations Reviewer
has not been able to obtain such documents from the related mortgage loan seller;


(xx) the rates at
which Special Servicing Fees, Liquidation Fees and Workout Fees accrue or are determined shall not exceed 0.25% per annum, 1.00% and 1.00%,
respectively, subject to any minimum compensation provided for in the Lead Securitization Servicing Agreement; and


(xxi) any conflict
between the Lead Securitization Servicing Agreement and this Agreement shall be resolved in favor of this Agreement.


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


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




    	 	25	 



    	 	 



    


funds in the collection account (or equivalent
account) established under the related Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization Note Holder’s
pro rata share of any such Nonrecoverable Property Advances (together with advance interest thereon) and/or Additional Trust Fund Expenses
(including compensation due to the Master Servicer and the Special Servicer to the extent related to the servicing and administration
of the Mortgage Loan and the Mortgaged Property);


(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 the Lead Securitization
Servicing Agreement and, in the case of the Lead Securitization Trust, to the extent of any Additional Trust Fund Expenses with respect
to the Mortgage Loan) by the related Non-Lead Securitization Trust, 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 Loan Combination Custodial Account that are allocated to
the related Non-Lead Securitization Note 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 the related Non-Lead Securitization Note’s pro rata share
of the insufficiency out of general funds in the collection account (or equivalent account) established under the related Non-Lead Securitization
Servicing Agreement;


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


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


(e)          Each
Note Holder shall:


(i)            if
such Note Holder is a Lead Securitization Note Holder, on the closing date of the Lead Securitization, send a copy (in EDGAR-compatible
format) of the Lead Securitization Servicing Agreement to the other Note Holders (other than itself); and




    	 	26	 



    	 	 



    


(ii)         if
such Note Holder is a Lead Securitization Note Holder, give the other Note Holders (other than itself) written notice (which may be by
email) in a timely manner (but no later than one (1) Business Day prior to the applicable filing date) of any re-filing (other than a
filing made in connection with a formal amendment of the Lead Securitization Servicing Agreement) by the Depositor of the Lead Securitization
Servicing Agreement subsequent to the Securitization Date if such filing contains revisions or changes that are material to the other
Note Holders.


 


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 the 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 Monthly 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), but excluding (x) all amounts for
required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan
Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property protection
expenses or Property Advances then due and payable or reimbursable to the Trustee or any Servicer under the Lead Securitization Servicing
Agreement and (y) all amounts that are then due, payable or reimbursable (except for (i) any reimbursements of P&I Advances previously
made (and interest thereon) on the Lead Securitization Note, and (ii) any Servicing Fees due to the Master Servicer in excess of any Non-Lead
Securitization Note’s pro rata share of that portion of such Servicing Fees calculated at the “primary servicing fee rate”
(or analogous term) applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing Agreement) to any Servicer or the
Trustee, with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement (including without limitation, any
Additional Trust Fund Expenses relating to the Mortgage Loan (but subject to second paragraph of Section 5(e) hereof) reimbursable to,
or payable to, such parties and any Special Servicing Fees, Liquidation Fees, Workout Fees, Assumption Fees, Modification Fees, Penalty
Charges (to the extent provided in the immediately following paragraph) and any other additional compensation payable pursuant to the
Lead Securitization Servicing Agreement), shall be applied by the Lead Securitization Note Holder (or its designee) to the Notes on a
Pro Rata and Pari Passu Basis.


For clarification purposes,
Penalty Charges (as defined in the Lead Securitization Servicing Agreement) paid on each Note shall first, be used to reduce, on
a pro rata basis, the amounts payable on each Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer
for any interest accrued on any Property Advances and reimbursement of any Property Advances in accordance with the terms of the Lead
Securitization Servicing Agreement, second, be used to reduce the respective amounts payable on each Note by the amount necessary
to pay the Master Servicer, Trustee, the related Non-Lead Master Servicer or




    	 	27	 



    	 	 



    


the related Non-Lead Trustee for any interest
accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing
Agreement or the related 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 (other than Special Servicing Fees, unpaid
Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement)
and, finally, (i) in the case of the remaining amount of Penalty Charges allocable to the Lead Securitization Note, be paid to
the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing
Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable to any Non-Lead Securitization Note, be paid to the
Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization Servicing Agreement.


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(d)) and the Lead Securitization Servicing Agreement and subject to the rights
and consents, where required, of the Controlling Note Holder Representative, the Lead Securitization Note Holder (or the Master Servicer,
the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) shall have the sole and exclusive authority
with respect to the administration of, and exercise of rights and remedies with respect to, the Mortgage Loan, including, without limitation,
the sole authority to modify or waive any of the terms of the Mortgage Loan Documents or consent to any action or failure to act by the
Mortgage Loan Borrower or any other party to the Mortgage Loan Documents, call or waive any Event of Default, accelerate the Mortgage
Loan or institute any foreclosure action or other remedy, and 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, each Non-Lead Securitization Note Holder agrees that it shall have no right to, and each Non-Lead Securitization Note Holder
hereby presently and irrevocably assigns and conveys to the Lead Securitization Note Holder (or the Master Servicer, the Special Servicer
or the Trustee acting on behalf of the Lead Securitization Note Holder) the rights, if any, that such Note Holder has to, (i) call or
cause the Lead Securitization Note Holder to call an Event of Default under the Mortgage Loan, or (ii)




    	 	28	 



    	 	 



    


exercise any remedies with respect to the Mortgage
Loan or the Mortgage Loan Borrower, including, without limitation, filing or causing the Lead Securitization Note Holder to file any bankruptcy
petition against the Mortgage Loan Borrower. The Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the
Trustee acting on behalf of the Lead Securitization Note Holder) shall not have any fiduciary duty to 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 Mortgage Loan, to sell the Notes as notes evidencing one whole loan in accordance
with the terms of the Lead Securitization Servicing Agreement. In connection with any such sale, the Special Servicer shall be required
to sell the Notes together in such manner as will be reasonably likely to realize a fair price. Subject to the other provisions of this
paragraph and the two following paragraphs and the applicable provisions of the Lead Securitization Servicing Agreement, the Special Servicer
shall accept the first (and, if multiple offers are contemporaneously received, the highest) cash offer received from any Person that
constitutes a fair price for such Defaulted Mortgage Loan. The Special Servicer shall notify the Controlling Note Holder Representative
and each Non-Controlling Note Holder Representative of any inquiries or offers received regarding the sale of such Defaulted Mortgage
Loan.


Whether any cash offer constitutes
a fair price for the Mortgage Loan shall be determined by the Special Servicer, if the highest offeror is a Person other than an Interested
Person, and by the Trustee, if the highest offeror is an Interested Person (provided that the Trustee may not be an offeror) unless (i)
the offer is equal to or greater than the applicable Purchase Price, (ii) the offer is the highest offer received and (iii) at least two
other offers are received from independent third parties; provided, however, 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 other offers are received from independent third parties.
In all cases under this Agreement (except to the extent the Trustee is not required to determine whether any cash offer constitutes a
fair price for the Mortgage Loan pursuant to the immediately preceding sentence), in determining whether any offer received from an Interested
Person represents a fair price for the Mortgage Loan, the Trustee 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 9-month period or, in
the absence of any such Appraisal, on a new Appraisal. The appraiser conducting any such new Appraisal shall be an Appraiser selected
by (i) the Special Servicer if no Interested Person is making an offer with respect to the Mortgage Loan and (ii) the Trustee if an Interested
Person is so making an offer. The cost of any such Appraisal shall be covered by, and shall be reimbursable as, a Property Advance. In
determining whether any such offer from a Person other than an Interested Person constitutes a fair price for the Mortgage Loan, the Special
Servicer shall take into account (in addition to the results of any Appraisal, updated Appraisal or narrative Appraisal that it may have
obtained pursuant to the Lead Securitization Servicing Agreement within the prior 9 months), and in determining whether any




    	 	29	 



    	 	 



    


offer from an Interested Person constitutes
a fair price for the Mortgage Loan, any Appraiser shall be instructed to take into account, as applicable, among other factors, the period
and amount of any delinquency on the Mortgage Loan, the occupancy level and physical condition of the related Mortgaged Property and the
state of the local economy. The Purchase Price for the Mortgage Loan shall in all cases be deemed a fair price; provided, however,
that with respect to Interested Parties, the requirements of the first sentence of this paragraph must be satisfied. Notwithstanding anything
contained in this paragraph to the contrary, if the Trustee is required to determine whether a cash offer by an Interested Person constitutes
a fair price, the Trustee may (at its option and at the expense of the Interested Person) designate an independent third party expert
in real estate or commercial mortgage loan matters with at least 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. If the Trustee designates such a third party to make such determination, the Trustee will be entitled to rely conclusively
upon such third party’s determination. The reasonable costs of all appraisals, inspection reports and broker opinions of value incurred
by any such third party pursuant to this paragraph will be covered by, and will be reimbursable by the Interested Person; provided
that the Trustee will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee.


Notwithstanding the foregoing,
the Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead Securitization Note Holder) shall not be permitted
to sell the Mortgage Loan if it becomes a Defaulted Mortgage Loan without the written consent of each Non-Controlling Note Holder (provided
that such consent is not required if such Non-Controlling Note Holder is the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan
Borrower) unless the Special Servicer has delivered to each Non-Controlling Note Holder: (a) at least 15 Business Days’ prior written
notice of any decision to attempt to sell the Mortgage Loan; (b) at least 10 days prior to the proposed sale date, a copy of each bid
package (together with any material amendments to such bid packages) received by the Special Servicer in connection with any such proposed
sale, (c) at least 10 days prior to the proposed sale date, a copy of the most recent Appraisal for the Mortgage Loan, and any documents
in the Servicing File reasonably requested by any such Non-Controlling Note Holder that are material to the price of the Mortgage Loan
and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the Lead
Securitization Subordinate Class Representative) prior to the proposed sale date, all information and other documents being provided to
other offerors and all leases or other documents that are approved by any Servicer in connection with the proposed sale; provided,
that any Non-Controlling Note Holder may waive, as to itself, any of the delivery or timing requirements set forth in this sentence. Subject
to the terms of the Lead Securitization Servicing Agreement, each of the Controlling Note Holder, the Controlling Note Holder Representative,
each Non-Controlling Note Holder and each Non-Controlling 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 Non-Lead Securitization
Note Holder hereby appoints the Lead Securitization Note Holder as its agent, and grants to the Lead Securitization Note Holder an irrevocable
power of attorney coupled with an interest, and its proxy, for the purpose of




    	 	30	 



    	 	 



    


soliciting and accepting offers for and consummating
the sale of the related Non-Lead Securitization Note. Each Non-Lead Securitization Note Holder further agrees that, upon the request of
the Lead Securitization Note Holder, such Non-Lead Securitization Note Holder shall execute and deliver to or at the direction of the
Lead Securitization Note Holder such powers of attorney or other instruments as the Lead Securitization Note Holder may reasonably request
to better assure and evidence the foregoing appointment and grant, in each case promptly following request, and shall deliver the related
original Non-Lead Securitization Note, endorsed in blank, to or at the direction of the Lead Securitization Note Holder in connection
with the consummation of any such sale.


The authority of the Lead
Securitization Note Holder to sell 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, following the Securitization Date, together with the Lead
Securitization Servicing Agreement. After the Securitization Date, the servicing of the Mortgage Loan shall be carried out by the Master
Servicer and, if the Mortgage Loan is a Specially Serviced Mortgage Loan (or to the extent otherwise provided in the Lead Securitization
Servicing Agreement), by the Special Servicer, in each case pursuant to the Lead Securitization Servicing Agreement. Notwithstanding anything
to the contrary contained herein, in accordance with the Lead Securitization Servicing Agreement, the Lead Securitization Note Holder
shall cause the Master Servicer and the Special Servicer to service and administer the Mortgage Loan in accordance with the Servicing
Standard, taking into account the interests of both Note Holders as a collective whole. 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 and/or the Trustee on behalf of the Lead
Securitization Note Holder. The Lead Securitization Servicing Agreement shall not be amended in any manner that may materially and adversely
affect any Non-Lead Securitization Note Holder without the related Non-Lead Securitization Note Holder’s prior written consent.
Each Non-Lead Securitization Note Holder (unless it is the same Person as or an Affiliate of the Mortgage Loan Borrower) shall be a third-




    	 	31	 



    	 	 



    


party beneficiary to the Lead Securitization
Servicing Agreement with respect to its rights as specifically provided for therein.


(c)          The
Controlling Note Holder (or its Controlling Note Holder Representative) shall have, with respect to the Mortgage Loan, all of the same
rights and powers of the Controlling Class Representative under the Lead Securitization Servicing Agreement with respect to the other
mortgage loans included in the Lead Securitization, without limitation, the right to consent and/or consult regarding Major Decisions
and other servicing matters, the right to advise (1) the Special Servicer with respect to all Specially Serviced Loans and (2) the Special
Servicer with respect to non-Specially Serviced Loans as to all matters for which the Master Servicer must obtain the consent or deemed
consent of the Special Servicer, and the right to direct the Special Servicer to take, or to refrain from taking, such other actions with
respect to the Mortgage Loan as the Controlling Class Representative may deem advisable or as to which provision is otherwise made therein,
in each case subject to the terms and conditions of the Lead Securitization Servicing Agreement.


(d)         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 Subordinate Class
Representative pursuant to the Lead Securitization Servicing Agreement with respect to any Major Decisions or the implementation of any
recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, to each Non-Controlling Note Holder (or its Non-Controlling
Note Holder Representative), within the same time frame it is required to provide such notice, information or report to the Lead Securitization
Subordinate Class Representative (for this purpose, without regard to whether such items are actually required to be provided to the Lead
Securitization Subordinate Class Representative under the Lead Securitization Servicing Agreement due to the occurrence of a Control Termination
Event or a Consultation Termination Event) and (ii) 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 each 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 each Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative)
by the Lead Securitization Note Holder of written notice of a proposed action, together with copies of the notice, information and report
that would be required to be provided to the Lead Securitization Subordinate Class Representative as set forth above, 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




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Day period shall be deemed to begin anew from
the date of such proposal and delivery of all information relating thereto). Notwithstanding the consultation rights of each Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative) set forth in the immediately preceding sentence, the Lead Securitization
Note Holder (or Master Servicer or Special Servicer, acting on its behalf) may 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 any 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 attend annual meetings
(which may be held telephonically or in person, at the discretion of the Servicer) 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.


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


All costs and expenses of
compliance with this Section 5(e), to the extent that such costs and expenses relate to administration of a REMIC or to any determination
respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense, shall
be borne by each Note Holder solely with respect to the REMIC trust that includes its own Note. Anything herein or in the Lead Securitization
Servicing Agreement to the contrary notwithstanding, in the event that one of the Notes is included in a




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


Section
6.   Appointment of Controlling Note Holder Representative and Non-Controlling Note Holder Representative.


(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 (other than the Mortgage Loan Borrower, its principal or any Affiliate of the Mortgage Loan Borrower), including, without limitation,
the Controlling Note Holder, any officer or employee of the Controlling Note Holder, any affiliate of the Controlling Note Holder or any
other unrelated third party. No such Controlling Note Holder Representative shall owe any fiduciary duty or other duty to any other Person
(other than the Controlling Note Holder). All actions that are permitted to be taken by the Controlling Note Holder under this Agreement
may be taken by the Controlling Note Holder Representative acting on behalf of the Controlling Note Holder. Any Servicer acting on behalf
of the Lead Securitization Note Holder shall not be required to recognize any Person as a Controlling Note Holder Representative until
the Controlling Note Holder has notified the Servicer or Trustee of such appointment and, if the Controlling Note Holder Representative
is not the same Person as the Controlling Note Holder, the Controlling Note Holder Representative provides any Servicer or Trustee with
written confirmation of its acceptance of such appointment, an address and 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. None of the Servicers,
Operating Advisor and Trustee shall be required to recognize any person as a Controlling Note Holder Representative until they receive
such information from the Controlling Note Holder. The Controlling Note Holder agrees to inform each such Servicer or Trustee of the then-current
Controlling Note Holder Representative.


(b)         Neither
the Controlling Note Holder Representative nor the Controlling Note Holder 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. The Note Holders agree that the Controlling Note




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


(c)          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 (such representative, with respect to each Non-Controlling Note Holder, its “Non-Controlling
Note Holder Representative”). All of the provisions relating to the Controlling Note Holder and the Controlling Note Holder
Representative set forth in Section 6(a) (except those contained in the last sentence thereof) and Section 6(b) shall apply to each Non-Controlling
Note Holder and its Non-Controlling Note Holder Representative mutatis mutandis. The Non-Controlling Note Holder Representative
with respect to each Non-Controlling Note 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 Holder of such Note, provided that at any time
any Non-Controlling Note is included in a Securitization, references to the “Non-Controlling Note Holder” herein shall mean
the related Non-Lead Securitization Subordinate Class Representative 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.


Section
7.    Appointment of Special Servicer. The Controlling Note Holder (or its Controlling Note Holder Representative) shall
have the right at any time and from time to time, with or without cause, subject to the terms and conditions of the Lead Securitization
Servicing Agreement, 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 the other Note Holders, the Master Servicer, the then existing Special Servicer and other
parties to the Lead Securitization Servicing Agreement a written notice stating such designation and satisfying the other conditions to
such replacement as set forth in the Lead Securitization Servicing Agreement (including, without limitation, a Rating Agency Confirmation,
if required by the terms of the Lead Securitization Servicing Agreement),




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if any; provided, that in the event the replacement
Special Servicer does not have the Required Special Servicer Rating from any Rating Agency rating a Non-Lead Securitization, a Rating
Agency Confirmation will be required to be obtained with respect to such Rating Agency and delivered to the related Non-Lead Securitization
Note Holder. 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 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). The Controlling Note Holder and each Non-Controlling
Note Holder acknowledge and agree that any successor special servicer appointed to replace the Special Servicer with respect to the Mortgage
Loan that was terminated for cause at 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. The related Non-Controlling Note
Holder shall be solely responsible for reimbursing the Trustee’s or the Controlling Note Holder’s, as applicable, costs and
expenses, if not paid within a reasonable time by the terminated special servicer and, in the case of the Trustee, that would otherwise
be reimbursed to the Trustee from amounts on deposit in the Collection Account or Loan Combination Custodial Account.


Section
8.    Payment Procedure.


(a)          The
Lead Securitization Note Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead Securitization
Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Loan Combination Custodial Account
pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer
acting on its behalf) shall deposit such amounts to the applicable account within one (1) Business Day after 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, however, that to the extent any such amounts are received after 2:00 p.m. Eastern time on any given Business Day, the Master
Servicer shall use commercially reasonable efforts to deposit such amounts into the




    	 	36	 



    	 	 



    


applicable account within one (1) Business
Day of receipt thereof but, in any event, the Master Servicer shall deposit such amounts into the applicable account within two (2) Business
Days of receipt thereof.


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


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


(d)         Each
Note Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess
of its distributable share thereof, it shall promptly remit such excess to the applicable Note Holder, subject to this Agreement and the
Lead Securitization Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder
from 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. Each Initial Note Holder shall have no liability to the other Note Holders
with respect to its Note except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach of
this Agreement on the part of such Initial Note Holder.


The Note Holders acknowledge
that, subject to the obligation of the Lead Securitization Note Holder (including any Servicer and the Trustee) to comply with, and except
as otherwise required by, the Servicing Standard, the Lead Securitization Note Holder (including any Servicer and the Trustee) may exercise,
or omit to exercise, any rights that the Lead Securitization Note Holder may have under the Lead Securitization Servicing Agreement in
a




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manner that may be adverse to the interests
of the Non-Lead Securitization Note Holders and that the Lead Securitization Note Holder (including any Servicer and the Trustee) shall
have no liability whatsoever to the Non-Lead Securitization Note Holders 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,
however, that the Servicer must act in accordance with the Servicing Standard and the terms of this Agreement.


Section
10.   Bankruptcy. Subject to Section 5(d), each Note Holder hereby covenants and agrees that only the Servicer 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 Servicer, and not the Non-Lead Securitization Note Holders or
any of their representatives, 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 Servicer as their agent, and grant to the Servicer an irrevocable power of
attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available
to the Non-Lead Securitization Note Holders 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 Servicer, each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver to the Servicer all and every such further
deeds, conveyances and instruments as the Servicer may reasonably request for the better assuring and evidencing of the foregoing appointment
and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with
the Servicing Standard.


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




    	 	38	 



    	 	 



    


(a) this Agreement has been duly executed and
delivered by such Note Holder, (b) to such Note Holder’s actual knowledge, all consents, approvals, authorizations, orders or filings
of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by
such Note Holder have been obtained or made and (c) to such Note Holder’s actual knowledge, there is no pending action, suit or
proceeding, arbitration or governmental investigation against such Note Holder, an adverse outcome of which would materially and adversely
affect its performance under this Agreement.


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


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


Section
14.   Sale of the Notes.


(a)          Each
Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose
of all or any portion of its respective Note (a “Transfer”) except to a Qualified Institutional Lender. Promptly after
the Transfer, each non-transferring Note Holder shall be provided with (x) a representation from a transferee or the applicable Note Holder
certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately
following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15 (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 obtain the consent of each non-transferring Note Holder and, if such non-transferring Note Holder’s Note is held in
a Securitization Trust, a confirmation in writing from each Rating Agency that such Transfer will not result in a qualification, downgrade
or withdrawal of its then current rating of the securities issued pursuant to the related Securitization. Notwithstanding the foregoing,
without each non-transferring Note Holder’s prior consent (which will not be




    	 	39	 



    	 	 



    


unreasonably withheld), and, if such non-transferring
Note Holder’s Note is held in a Securitization Trust, without a confirmation in writing from each Rating Agency that such Transfer
will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related
Securitization, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage
Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely null and void and shall vest no rights
in the purported transferee. The transferring Note Holder agrees that it shall pay the expenses of each non-transferring Note Holder (including
all expenses of the Master Servicer, the Special Servicer and the Trustee) and all expenses relating to the confirmation from the Rating
Agencies in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need
to obtain the consent of the other Note Holder, the Rating Agencies or any other Person, to Transfer 49% or less (in the aggregate) of
its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of the Lead Securitization
Note, 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 Mortgage 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.


For the purposes of this
Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or otherwise engage any request for a confirmation
hereunder from such Rating Agency that a proposed action will not result in a qualification, downgrade or withdrawal of its then current
rating of the securities issued pursuant to the related Securitization, such waiver, declination, or refusal shall be deemed to eliminate,
for such request only, the condition that such 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 such confirmation hereunder
shall not be deemed a waiver, declination or refusal to review or otherwise engage in any subsequent request for such Rating Agency confirmation
hereunder and the condition for such Rating Agency confirmation pursuant to this Agreement for any subsequent request shall apply regardless
of any previous waiver, declination or refusal to review or otherwise engage in such prior request.


(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




    	 	40	 



    	 	 



    


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 Rating Agency (a “Note Pledgee”), on terms and conditions
set forth in this Section 14(c), it being further agreed that a financing provided by a Note Pledgee to a Note Holder or any person which
Controls such Note that is secured by its Note and is structured as a repurchase arrangement, shall qualify as a “Pledge”
hereunder, provided that a Note Pledgee which is not a Qualified Institutional Lender may not take title to the pledged Note without
a Rating Agency Confirmation. Upon written notice by the applicable Note Holder to each other Note Holder and any Servicer that a Pledge
has been effected (including the name and address of the applicable Note Pledgee), each such other Note Holder agrees to acknowledge receipt
of such notice and thereafter agrees: (i) to give such 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 such 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 such other Note Holder and any Servicer by such Note Pledgee that the pledging Note Holder is in default, beyond any applicable cure
periods, under the pledging Note Holder’s obligations to such Note Pledgee pursuant to the applicable credit agreement between the
pledging Note Holder and such Note Pledgee (which notice need not be joined in or confirmed by the pledging Note Holder), and until such
Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee shall be entitled to receive any payments that any Note
Holder or Servicer would otherwise be obligated to pay to the pledging Note Holder from time to time pursuant to this Agreement or the
Lead Securitization Servicing Agreement. Any pledging Note Holder hereby unconditionally and absolutely releases each other Note Holder
and any Servicer from any liability to the pledging Note Holder on account of such other Note Holder’s or Servicer’s compliance
with any Redirection Notice believed by any Servicer or such other Note Holder to have been delivered by a Note Pledgee. Note Pledgee
shall be permitted to exercise fully its rights and remedies against the pledging Note Holder to such Note Pledgee (and accept an assignment
in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Note Holders and
any Servicer shall recognize such Note Pledgee (and any transferee other than the Mortgage Loan Borrower or any Affiliate thereof which
is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Note 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




    	 	41	 



    	 	 



    


any Note Holder (and any Servicer) unless and
until such Note Pledgee shall have notified any such Note Holder (and any Servicer, as applicable) in writing that its interest in the
pledged Note has terminated.


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


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


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


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


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


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


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




    	 	42	 



    	 	 



    


agreement (unless the transferee is
a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to comply with this Agreement), whereby
such transferee assumes all of the obligations of the applicable Note Holder hereunder with respect to such Note thereafter accruing and
agrees to be bound by the terms of this Agreement, including the applicable restriction on Transfers set forth in Section 14, from and
after the date of such assignment. No transfer of a Note may be made unless it is registered on the Note Register, and the Agent shall
not recognize any attempted or purported transfer of any Note in violation of the provisions of Section 14 and this Section 15. Any such
purported transfer shall be absolutely null and void and shall vest no rights in the purported transferee. Each Note Holder desiring to
effect such transfer shall, and does hereby agree to, indemnify the Agent and the other Note 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 SITTING IN THE BOROUGH OF MANHATTAN, 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),




    	 	43	 



    	 	 



    


POSTAGE PREPAID, TO ITS ADDRESS SET FORTH HEREIN
OR AT SUCH OTHER ADDRESS OF WHICH A PARTY HEREIN SHALL HAVE BEEN NOTIFIED; AND


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


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


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


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.




    	 	44	 



    	 	 



    


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


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




    	 	45	 



    	 	 



    


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 Non-Lead Securitization Note Holder is not created or organized under the laws of the
United States, any state thereof or the District of Columbia, and if the payment of interest or other amounts by the Mortgage Loan Borrower
is treated for United States income tax purposes as derived in whole or part from sources within the United States, such Note Holder shall
satisfy the requirements of the preceding sentence by furnishing to the Lead Securitization Note Holder Internal Revenue Service Form
W-8ECI, Form W-8IMY (with appropriate attachments) or Form W-8BEN, or successor forms, as may be required from time to time, duly executed
by such Note Holder, as evidence of such Note Holder’s exemption from the withholding of United States tax with respect thereto.
The Lead Securitization Note Holder shall not be obligated to make any payment hereunder with respect to any Non-Lead Securitization Note
or otherwise until the related Non-Lead Securitization Note 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. The originals of all of the Mortgage Loan Documents (other than the Non-Lead
Securitization Notes) (a) prior to the Lead Securitization will be held by the Initial Agent (or a custodian on its behalf) and (b) after
the Lead Securitization, will be held by the Lead Securitization Note Holder (in the name of the Trustee and held by a duly appointed
custodian therefor in accordance with the Lead Securitization Servicing Agreement), in each case, on behalf of the registered holders
of the Notes.


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 Lead Securitization Note Holder, each
Non-Lead Securitization Note Holder shall use reasonable efforts, at the Lead Securitization Note Holder’s expense, to satisfy,
and to cooperate with the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards
to which the Lead Securitization Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating
Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement
or the Mortgage Loan Documents and to cooperate with the Lead Securitization 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 the Securitization; provided, however, that either in connection with the Lead Securitization or otherwise at
any time prior to the Lead Securitization, a Non-Lead Securitization Note Holder shall not be required to modify or amend this Agreement
or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or amendment
would (i) change the interest allocable to, or the amount of any payments due to or priority of such payments to, such Non-Lead Securitization
Note Holder or (ii) materially increase such Non-Lead Securitization Note Holder’s obligations




    	 	46	 



    	 	 



    


or materially decrease such Non-Lead Securitization
Note Holder’s rights, remedies or protections. In connection with the Lead Securitization, each Non-Lead Securitization Note Holder
agrees to provide for inclusion in any disclosure document relating to the Lead Securitization such information concerning such Non-Lead
Securitization Note Holder and the related Non-Lead Securitization Note as the Lead Securitization Note Holder reasonably determines to
be necessary or appropriate, and each Non-Lead Securitization Note Holder covenants and agrees that it shall, at the Lead Securitization
Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and Lead Securitization Note Holder in connection
with the Lead Securitization (including, without limitation, reasonably cooperating with the Lead Securitization Note Holder (without
any obligation to make additional representations and warranties) to enable the Lead Securitization Note Holder to make all necessary
certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and
the Lead 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-Lead Securitization Note Holder and the related
Non-Lead Securitization Note in any Securitization document. Each Non-Lead Securitization Note Holder acknowledges that the information
provided by it to the Lead Securitization Note Holder may be incorporated into the offering documents for the Lead Securitization. The
Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each
Non-Lead Securitization Note Holder. The Lead Securitization Note Holder will reasonably cooperate with each Non-Lead Securitization Note
Holder by providing all information reasonably requested that is in the Lead Securitization Note Holder’s possession in connection
with such Non-Lead Securitization Note Holder’s preparation of disclosure materials in connection with a Securitization.


Upon request, the Lead Securitization
Note Holder shall deliver to each Non-Lead Securitization Note Holder drafts of the preliminary and final Lead Securitization offering
memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the Lead Securitization Servicing Agreement
and provide reasonable opportunity to review and comment on such documents.


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


Prior to Securitization of
a Non-Lead Securitization Note (including any New Notes), all notices, reports, information or other deliverables required to be delivered
to the related Non-Lead Securitization Note Holder or the related Non-Controlling 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)




    	 	47	 



    	 	 



    


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


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


Section
29.      Certain Matters Affecting the Agent.


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


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


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


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


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


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




    	 	48	 



    	 	 



    


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


Section
30.      Reserved.


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


Section
32.      Resizing. Notwithstanding any other provision of this Agreement, for so long as an Initial Note Holder or an affiliate
thereof (an “Initial Owner Entity”) is the owner of a Non-Lead Securitization Note (the “Owned Note”),
such Initial Owner Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower
to execute amended and restated notes or additional notes (in either case, “New Notes”) reallocating the principal
of such Owned Note to such New Notes or severing such Owned Note into one or more further “component” notes in the aggregate
principal amount equal to the then outstanding principal balance of such Owned Note provided that (i) the aggregate principal balance
of all outstanding New Notes following such amendments is no greater than the aggregate principal of such Owned Note prior to such amendments,
(ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro
rata and on a pari passu basis (including after a default and in connection with a condemnation or prepayment) and such reallocated
or component notes shall be automatically subject to the terms of this Agreement, and (iv) the Initial Owner 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. Except for the foregoing reallocation or severance 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 the other Note. In connection with the foregoing (provided the conditions set forth in
(i) through (iv) above are satisfied, as certified by the applicable Initial Owner 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 (which
may include the amendment or addition of applicable defined terms to reflect the New




    	 	49	 



    	 	 



    


Notes) or such severing of such Owned Note.
If an Owned Note is severed into “component” notes, such component notes shall each have the same rights as the related Owned
Note. For the avoidance of doubt, Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate
the terms of this Section 32.


 


 


 


[SIGNATURE PAGE FOLLOWS]


 


 




    	 	50	 



    	 	 



    


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 MONTREAL, as Initial Note A-1
	 	 	Holder
	 	 	 
	 	 	 
	 	By:	  /s/ David Schell
	 		Name:  David Schell
	 		Title:  Authorized Signatory



 


 


 



    	 	BMO 2022-C1 – NYC-MFRT Co-Lender Agreement	 



    	 	 



    



 


 


	 	 
	 	BANK OF MONTREAL, as Initial Note A-2
	 	 	Holder
	 	 	 
	 	 	 
	 	By:	  /s/ David Schell
	 		Name:  David Schell
	 		Title:  Authorized Signatory










    	 	BMO 2022-C1 – NYC-MFRT Co-Lender Agreement	 



    	 	 



    




 


 


	 	 
	 	BANK OF MONTREAL, as Initial Note A-3
	 	 	Holder
	 	 	 
	 	 	 
	 	By:	  /s/ David Schell
	 		Name:  David Schell
	 		Title:  Authorized Signatory










    	 	BMO 2022-C1 – NYC-MFRT Co-Lender Agreement	 



    	 	 



    


 


EXHIBIT A


MORTGAGE LOAN SCHEDULE


Description of Mortgage Loan


	Mortgage
    Loan Borrower:	45
    John NY LLC and 2027 LLC
	Date
    of Mortgage Loan:	January
    21, 2022
	Original
    Principal Amount of Mortgage Loan:	$60,200,000
	Date
    of Note A-1, Note A-2 and Note A-3	January
    21, 2022
	Initial
    Note A-1 Principal Balance:	$30,000,000
	Initial
    Note A-2 Principal Balance:	$15,200,000
	Initial
    Note A-3 Principal Balance:	$15,000,000
	Location
    of Mortgaged Property:	45
    John Street, New York, New York 10038; 2027 - 2127 Emmons Avenue, Brooklyn, New York 11235
	Initial
    Maturity Date:	February
    6, 2032


 




    	 	A-1	 



    	 	 



    


EXHIBIT B


		1.	Initial Note A-1 Holder, Initial Note A-2 Holder and Initial
Note A-3 Holder:



 


Bank of Montreal

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

Attention: Michael Birajiclian

Email: Michael.Birajiclian@bmo.com


 


with a copy to:


 


Bank of Montreal


c/o BMO Capital Markets Corp.


151 West 42nd Street


New York, New York 10036


Attention: Legal Department


Email: BMOCMUSLegal@bmo.com


 


 




    	 	B-1	 



    	 	 



    


EXHIBIT C


PERMITTED FUND MANAGERS


 


		1.	Westbrook Partners



		2.	DLJ Real Estate Capital Partners



		3.	iStar Financial Inc.



		4.	Capital Trust, Inc.



		5.	Lend-Lease Real Estate Investments



		6.	Archon Capital, L.P.



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



		8.	The Blackstone Group International Ltd.



		9.	Apollo Real Estate Advisors



		10.	Colony Capital, Inc.



		11.	Praedium Group



		12.	J.E. Robert Companies



		13.	Fortress Investment Group LLC



		14.	Lonestar Opportunity Fund



		15.	Clarion Partners



		16.	Walton Street Capital, LLC



		17.	Starwood Financial Trust



		18.	BlackRock, Inc.



		19.	Rialto Capital Management, LLC



20. Rialto Capital Advisors, LLC


		21.	Raith Capital Partners, LLC



		22.	Eightfold Real Estate Capital, L.P.



		23.	Perella Weinberg Partners



		24.	Square Mile Capital Management LLC



 



    	 	C-1