Exhibit 4.12


CO-LENDER AGREEMENT






Dated as of October 29, 2021





by and between






BANK OF MONTREAL

(Initial Agent, Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-4 Holder,

Initial Note A-6 Holder, Initial Note A-8 Holder and Initial Note A-10 Holder)


and


STARWOOD MORTGAGE CAPITAL LLC

(Initial Note A-3 Holder, Initial Note A-5 Holder,

Initial Note A-7 Holder and Initial Note A-9 Holder)


AMF PORTFOLIO 


 




     


     


    

TABLE OF CONTENTS


Page


	Section 1.	Definitions.	1
	Section 2.	Servicing of the Mortgage Loan.	23
	Section 3.	Priority of Payments.	34
	Section 4.	Workout.	35
	Section 5.	Administration of the Mortgage Loan.	35
	Section 6.	Appointment of Controlling Note Holder Representative and Non-Controlling Note Holder Representative.	40
	Section 7.	Appointment of Special Servicer.	43
	Section 8.	Payment Procedure.	45
	Section 9.	Limitation on Liability of the Note Holders.	45
	Section 10.	Bankruptcy.	46
	Section 11.	Representations of the Note Holders.	46
	Section 12.	No Creation of a Partnership or Exclusive Purchase Right.	47
	Section 13.	Other Business Activities of the Note Holders.	47
	Section 14.	Sale of the Notes.	47
	Section 15.	Registration of the Notes and Each Note Holder.	50
	Section 16.	Governing Law; Waiver of Jury Trial.	51
	Section 17.	Submission to Jurisdiction; Waivers.	51
	Section 18.	Modifications.	52
	Section 19.	Successors and Assigns; Third-Party Beneficiaries.	52
	Section 20.	Counterparts.	52
	Section 21.	Captions.	52
	Section 22.	Severability.	52
	Section 23.	Entire Agreement.	52
	Section 24.	Withholding Taxes.	52
	Section 25.	Custody of Mortgage Loan Documents.	54
	Section 26.	Cooperation in Securitization.	54
	Section 27.	Notices.	55
	Section 28.	Broker.	55
	Section 29.	Certain Matters Affecting the Agent.	55
	Section 30.	Termination and Resignation of Agent.	56
	Section 31.	Resizing.	56
	Section 32.	Statement of Intent.	57






 




    i 


     


    

THIS CO-LENDER AGREEMENT
(this “Agreement”), dated as of October 29, 2021, by and between BANK OF MONTREAL, a Canadian chartered bank acting
through its Chicago Branch (“BMO” and together with its successors and assigns in interest, in its capacity as initial
owner of Note A-1, the “Initial Note A-1 Holder”, in its capacity as initial owner of Note A-2, the “Initial
Note A-2 Holder”, in its capacity as initial owner of Note A-4, the “Initial Note A-4 Holder”,
in its capacity as initial owner of Note A-6, the “Initial Note A-6 Holder”, in its capacity as initial owner
of Note A-8, the “Initial Note A-8 Holder”, in its capacity as initial owner of Note A-10, the “Initial
Note A-10 Holder”, and in its capacity as the initial agent, the “Initial Agent”) and STARWOOD MORTGAGE
CAPITAL LLC, a Delaware limited liability company (“Starwood” and together with its successors and assigns in interest,
in its capacity as initial owner of Note A-3, “Initial Note A-3 Holder”, in its capacity as initial owner of Note
A-5, the “Initial Note A-5 Holder”, in its capacity as initial owner of Note A-7, the “Initial Note A-7
Holder”, and in its capacity as initial owner of Note A-9, the “Initial Note A-9 Holder”, and, together
with the Initial Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note A-3 Holder, the Initial Note A-4 Holder, the Initial Note
A-5 Holder, the Initial Note A-6 Holder, the Initial Note A-7 Holder, the Initial Note A-8 Holder and the Initial Note A-10 Holder, the
“Initial Note Holders”).


W I T N E S S E T H:


WHEREAS, pursuant to the
Mortgage Loan Agreement (as defined herein), SMC and BMO (together, the “Original Lender”) originated a certain loan
(the “Mortgage Loan”) described on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”)
to the mortgage loan borrowers described on the Mortgage Loan Schedule (together, the “Mortgage Loan Borrower”), which
was evidenced, inter alia, by ten promissory notes (as amended, modified or supplemented, the “Notes”): (i)
one promissory note in the original principal amount of Thirty Two Million and and No/100 Dollars ($32,000,000.00), made by the Mortgage
Loan Borrower in favor of the Initial Note A-1 Holder (“Note A-1”), (ii) one promissory note in the original principal
amount of Thirty Two Million and No/100 Dollars ($32,000,000.00), made by the Mortgage Loan Borrower in favor of the Initial Note A-2
Holder (“Note A-2”), (iii) one promissory note in the original principal amount of Twenty Four Million and No/100
Dollars ($24,000,000.00), made by the Mortgage Loan Borrower in favor of the Initial Note A-3 Holder (“Note A-3”),
(iv) one promissory note in the original principal amount of Twenty Four Million and No/100 Dollars ($24,000,000.00), made by the Mortgage
Loan Borrower in favor of the of Initial Note A-4 Holder (“Note A-4”), (v) one promissory note in the original principal
amount of Twenty Million and No/100 Dollars ($20,000,000.00), made by the Mortgage Loan Borrower in favor of the Initial Note A-5 Holder
(“Note A-5”), (vi) one promissory note in the original principal amount of Twenty Million and No/100 Dollars ($20,000,000.00),
made by the Mortgage Loan Borrower in favor of the Initial Note A-6 Holder (“Note A-6”), (vii) one promissory note
in the original principal amount of Five Million and No/100 Dollars ($5,000,000.00), made by the Mortgage Loan Borrower in favor
of the Initial Note A-7 Holder (“Note A-7”), (viii) one promissory note in the original principal amount of Five Million
and No/100 Dollars ($5,000,000.00), made by the Mortgage Loan Borrower in favor of the Initial Note A-8 Holder (“Note A-8”),
(ix) one promissory note in the original principal amount of Five Million and No/100 Dollars ($5,000,000.00)), made by the Mortgage Loan
Borrower in favor of the Initial Note A-9 Holder (“Note A-9”), and (x) one promissory note in the original principal
amount of Five Million and No/100 Dollars




     


     


    

($5,000,000.00), made by the Mortgage Loan
Borrower in favor of the Initial Note A-10 Holder (“Note A-10”); and secured by one or more mortgages and/or deeds
of trust (together, as amended, modified or supplemented, the “Mortgage”) on certain real properties located as described
in the Mortgage Loan Agreement (collectively, the “Mortgaged Property”);


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, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7, Note A-8, Note A-9 and Note A-10, respectively;


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


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


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


“Agent”
shall mean the Initial Agent or such Person to whom the Initial Agent shall delegate its duties hereunder, and, from and after the Lead
Securitization Date, shall mean the Master Servicer, if any, and if there is no Master Servicer, shall mean the Trustee.


“Agent Office”
shall mean the designated office of the Agent in the State of New York, which office at the date of this Agreement is located at Bank
of Montreal, c/o BMO Capital Markets Corp., 151 West 42nd Street, New York, New York 10036, Attention: Mike Birajiclian, Email: Michael.Birajiclian@bmo.com,
and which is the address to which notices to and correspondence with the Agent should be directed. The Agent may change the address of
its designated office by notice to the Note Holders.


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


“Aggregate Note
Principal Balance” shall mean, collectively, the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal
Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance.


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


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


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




    2 


     


    

“Certificate Administrator”
shall mean the certificate administrator or note administrator appointed as provided in the Lead Servicing Agreement and any successor
thereunder.


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


“CLO Asset Manager”
with respect to any Securitization Vehicle which is a CLO, 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).


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


“Collection Account”
shall mean “Collection Account” or other analogous term as defined in the Lead Servicing Agreement.


“Companion Distribution
Account” shall mean “Companion Distribution Account,” “Whole Loan Custodial Account,” “Loan Combination
Custodial Account” or other analogous term as defined in the Lead Servicing Agreement.


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


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


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


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


“Controlling Class Representative”
shall have the meaning assigned to the term “Directing Certificateholder,” “Controlling Class Representative”
or an analogous term in the Lead Servicing Agreement.


“Controlling Note
Holder” shall mean the Note A-1 Holder; provided that at any time Note A-1 is included in the Lead Securitization, references
to the “Controlling Note Holder” herein shall mean the Controlling Class Representative or such other person(s) otherwise
assigned the rights to exercise the rights of the “Controlling Note Holder” hereunder, as and to the extent provided in the
Lead Servicing Agreement; provided that if at any time 50% or more of Note A-1 (or the class of securities issued in the Lead Securitization
designated as the “controlling class” or such other class(es) otherwise assigned the rights to exercise the rights of the
“Controlling Note Holder”) is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower,




    3 


     


    

Note A-1 (or the class of securities issued
in the Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned the rights to
exercise the rights of the “Controlling Note Holder”) shall not be entitled to exercise any rights of the Controlling Note
Holder and the Note A-2 Holder shall be the Controlling Note Holder unless 50% or more of Note A-2 (or the class of securities issued
in the applicable Non-Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned
the rights to exercise the rights of the “Controlling Note Holder”) is held by the Mortgage Loan Borrower or an Affiliate
of the Mortgage Loan Borrower; and provided, further, that if at any time 50% or more of Note A-2 (or the class of securities
issued in the applicable Non-Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned
the rights to exercise the rights of the “Controlling Note Holder”) is held by the Mortgage Loan Borrower or an Affiliate
of the Mortgage Loan Borrower, Note A-2 (or the class of securities issued in the applicable Non-Lead Securitization designated as the
“controlling class” or , such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling
Note Holder”) shall not be entitled to exercise any rights of the Controlling Note Holder, and the Note A-3 Holder shall be the
Controlling Note Holder unless 50% or more of Note A-3 (or the class of securities issued in the applicable Non-Lead Securitization designated
as the “controlling class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling
Note Holder”) is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower; and provided, further,
that if at any time 50% or more of Note A-3 (or the class of securities issued in the applicable Non-Lead Securitization designated as
the “controlling class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling
Note Holder”) is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, Note A-3 (or the class of securities
issued in the applicable Non-Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned
the rights to exercise the rights of the “Controlling Note Holder”) shall not be entitled to exercise any rights of the Controlling
Note Holder, and the Note A-4 Holder shall be the Controlling Note Holder unless 50% or more of Note A-4 (or the class of securities issued
in the applicable Non-Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned
the rights to exercise the rights of the “Controlling Note Holder”) is held by the Mortgage Loan Borrower or an Affiliate
of the Mortgage Loan Borrower; and provided, further, that if at any time 50% or more of Note A-4 (or the class of securities
issued in the applicable Non-Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned
the rights to exercise the rights of the “Controlling Note Holder”) is held by the Mortgage Loan Borrower or an Affiliate
of the Mortgage Loan Borrower, Note A-4 (or the class of securities issued in the applicable Non-Lead Securitization designated as the
“controlling class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling
Note Holder”) shall not be entitled to exercise any rights of the Controlling Note Holder, and the Note A-5 Holder shall be the
Controlling Note Holder unless 50% or more of Note A-5 (or the class of securities issued in the applicable Non-Lead Securitization designated
as the “controlling class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling
Note Holder”) is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower; and provided, further,
that if at any time 50% or more of Note A-5 (or the class of securities issued in the applicable Non-Lead Securitization designated as
the “controlling class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling
Note Holder”) is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, Note A-5 (or the class of securities
issued in the applicable Non-Lead Securitization designated as the “controlling




    4 


     


    

class” or such other class(es) otherwise
assigned the rights to exercise the rights of the “Controlling Note Holder”) shall not be entitled to exercise any rights
of the Controlling Note Holder, and the Note A-6 Holder shall be the Controlling Note Holder unless 50% or more of Note A-6 (or the class
of securities issued in the applicable Non-Lead Securitization designated as the “controlling class” or such other class(es)
otherwise assigned the rights to exercise the rights of the “Controlling Note Holder”) is held by the Mortgage Loan Borrower
or an Affiliate of the Mortgage Loan Borrower; and provided, further, that if at any time 50% or more of Note A-6 (or the
class of securities issued in the applicable Non-Lead Securitization designated as the “controlling class” or such other class(es)
otherwise assigned the rights to exercise the rights of the “Controlling Note Holder”) is held by the Mortgage Loan Borrower
or an Affiliate of the Mortgage Loan Borrower, Note A-6 (or the class of securities issued in the applicable Non-Lead Securitization designated
as the “controlling class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling
Note Holder”) shall not be entitled to exercise any rights of the Controlling Note Holder, and the Note A-7 Holder shall be the
Controlling Note Holder unless 50% or more of Note A-7 (or the class of securities issued in the applicable Non-Lead Securitization designated
as the “controlling class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling
Note Holder”) is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower; and provided, further,
that if at any time 50% or more of Note A-7 (or the class of securities issued in the applicable Non-Lead Securitization designated as
the “controlling class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling
Note Holder”) is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, Note A-7 (or the class of securities
issued in the applicable Non-Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned
the rights to exercise the rights of the “Controlling Note Holder”) shall not be entitled to exercise any rights of the Controlling
Note Holder, and the Note A-8 Holder shall be the Controlling Note Holder unless 50% or more of Note A-8 (or the class of securities issued
in the applicable Non-Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned
the rights to exercise the rights of the “Controlling Note Holder”) is held by the Mortgage Loan Borrower or an Affiliate
of the Mortgage Loan Borrower; and provided, further, that if at any time 50% or more of Note A-8 (or the class of securities
issued in the applicable Non-Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned
the rights to exercise the rights of the “Controlling Note Holder”) is held by the Mortgage Loan Borrower or an Affiliate
of the Mortgage Loan Borrower, Note A-8 (or the class of securities issued in the applicable Non-Lead Securitization designated as the
“controlling class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling
Note Holder”) shall not be entitled to exercise any rights of the Controlling Note Holder, and the Note A-9 Holder shall be the
Controlling Note Holder unless 50% or more of Note A-9 (or the class of securities issued in the applicable Non-Lead Securitization designated
as the “controlling class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling
Note Holder”) is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower; and provided, further,
that if at any time 50% or more of Note A-9 (or the class of securities issued in the applicable Non-Lead Securitization designated as
the “controlling class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling
Note Holder”) is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, Note A-9 (or the class of securities
issued in the applicable Non-Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned
the rights to exercise the rights of the “Controlling




    5 


     


    

Note Holder”) shall not be entitled to
exercise any rights of the Controlling Note Holder, and the Note A-10 Holder shall be the Controlling Note Holder unless 50% or more of
Note A-10 (or the class of securities issued in the applicable Non-Lead Securitization designated as the “controlling class”
or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Note Holder”) is held by
the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower; and provided, further, that if at any time 50%
or more of Note A-10 (or the class of securities issued in the applicable Non-Lead Securitization designated as the “controlling
class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Note Holder”)
is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, Note A-10 (or the class of securities issued in the
applicable Non-Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned the rights
to exercise the rights of the “Controlling Note Holder”) shall not be entitled to exercise any rights of the Controlling Note
Holder.


If 50% or more of each of
the Notes (or the class of securities issued in the Lead Securitization and each Non-Lead Securitization designated as the “controlling
class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Note Holder”)
is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, no person shall be entitled to exercise the rights
of the Controlling Note Holder.


In addition, the Lead 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 Servicing Agreement, accordingly limit the
rights of the designated party to exercise any rights hereunder).


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


“DBRS Morningstar”
means Morningstar Credit Ratings, LLC, and its successors in interest.


“Defaulted Mortgage
Loan” shall mean “defaulted mortgage loan,” “defaulted loan” or other analogous term under the Lead
Servicing Agreement.


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


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


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


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




    6 


     


    

“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 A-4
Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


“Initial Note A-5
Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


“Initial Note A-6
Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


“Initial Note A-7
Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


“Initial Note A-8
Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


“Initial Note A-9
Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


“Initial Note A-10
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.






    7 


     


    

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


“Intervening Trust
Vehicle” with respect to any Securitization Vehicle that is a CLO, 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 CLO.


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


“Lead Securitization”
shall mean the Note A-1 Securitization; provided that, if any Other Note Securitization occurs prior to the Note A-1 Securitization
Date, then the Note subject to such Other Note Securitization shall be the Lead Securitization until the Note A-1 Securitization Date,
at which time the Note A-1 Securitization shall be the Lead Securitization.


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


“Lead Securitization
Note” shall mean Note A-1; provided that, if any Other Note Securitization occurs prior to the Note A-1 Securitization
Date, then the Note subject to such Other Note Securitization shall be the Lead Securitization Note until the Note A-1 Securitization
Date, at which time Note A-1 shall be the Lead Securitization Note.


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


“Lead Securitization
Subordinate Class Representative” shall mean the “Controlling Class Representative” or “Directing Certificateholder”
as defined in the Lead Servicing Agreement or such other analogous term used in the Lead Servicing Agreement.


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


“Lead Servicing
Agreement” shall mean the pooling and servicing agreement to be entered into in connection with the Lead Securitization Note.
The Servicing Standard in the Lead 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.


“Major Decisions”
shall have the meaning given to such term or any one or more analogous terms in the Lead Servicing Agreement; provided that at
any time that no Note is included in the Lead Securitization “Major Decision” shall mean:


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


(ii)           
 any modification, consent to a modification or waiver of any monetary term (other than late fees and default interest) or material
non-monetary term (including, without limitation, the timing of payments and acceptance of 




    8 


     


    

discounted payoffs)
of the Mortgage Loan or any extension of the maturity date of the Mortgage Loan;


(iii)           
following a default or an event of default with respect to the Mortgage Loan, any exercise of remedies, including the acceleration
of the Mortgage Loan or initiation of any proceedings, judicial or otherwise, under the related Mortgage Loan Documents;


(iv)           
any sale of the Mortgage Loan (when it is a Defaulted Mortgage Loan) or REO Property for less than the applicable Purchase Price
(as defined in the Lead Servicing Agreement);


(v)           
any determination to bring a Mortgaged Property or an REO Property into compliance with applicable environmental laws or to otherwise
address any Hazardous Materials (as defined in the Lead Servicing Agreement) located at a Mortgaged Property or an REO Property;


(vi)           
any release of material collateral or any acceptance of substitute or additional collateral for the Mortgage Loan or any consent
to either of the foregoing, other than if required pursuant to the specific terms of the related Mortgage Loan Documents and for which
there is no lender discretion;


(vii)           
any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Mortgage Loan or any consent
to such a waiver or consent to a transfer of a Mortgaged Property or interests in the borrower;


(viii)           
any incurrence of additional debt by a borrower or any mezzanine financing by any beneficial owner of a borrower (to the extent
that the lender has consent rights pursuant to the related Mortgage Loan Documents);


(ix)           
any material 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 any action to enforce rights (or decision not to enforce
rights) with respect thereto, or any material modification, waiver or amendment thereof;


(x)           
any property management company changes, including, without limitation, approval of the termination of a manager and appointment
of a new property manager or franchise changes (in each case, if the lender is required to consent or approve such changes under the Mortgage
Loan Documents);


(xi)            releases
of any material amounts from any escrow accounts, reserve funds or letters of credit, in each case, held as performance escrows or
reserves, other than those required pursuant to the specific terms of the related Mortgage Loan Documents and for which there is no
lender discretion;


(xii)           
any acceptance of an assumption agreement releasing a borrower, guarantor or other obligor from liability under the Mortgage Loan
other than 



    9 


     


    

pursuant to the specific terms of such Mortgage Loan and for which there is no lender discretion;


(xiii)           
any determination of an Acceptable Insurance Default (as defined in the Lead Servicing Agreement); or


(xiv)           
any determination by the Master Servicer to transfer the Mortgage Loan to the Special Servicer under the circumstances described
in paragraph (c) of the definition of “Specially Serviced Mortgage Loan” (as defined in the Lead Servicing Agreement).


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


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


“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 October 29, 2021, between the Mortgage Loan Borrower and the Original 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.


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


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


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


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





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


“Non-Controlling
Note” shall mean each of Note A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7, Note A-8, Note A-9 and Note A-10, or any
New Note(s) issued in respect 



    10 


     


    

thereof; provided that any such Note shall be excluded from this definition for so long as the related
Noteholder is the Controlling Noteholder.


“Non-Controlling
Note Holder” shall mean each holder of a Non-Controlling 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 Non-Lead Securitization
Subordinate Class Representative with respect to the related Non-Lead Securitization or any other party assigned the rights to exercise
the rights of the “Non-Controlling Note Holder” hereunder, as and to the extent provided in the related Non-Lead Servicing
Agreement and as to the identity of which the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer) has been
given written notice. The Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall
not be required at any time to deal with more than one party exercising the rights of the “Non-Controlling Note Holder” with
respect to each Note herein or under the Lead Servicing Agreement and, (x) to the extent that the related Non-Lead Servicing Agreement
assigns such rights to more than one party or (y) to the extent any Non-Controlling Note is split into two or more New Notes pursuant
to Section 31, for purposes of this Agreement, the applicable Non-Lead Servicing Agreement or the holders of such New Notes shall
designate one party to deal with the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf)
and provide written notice of such designation to the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer
acting on its behalf); provided that, in the absence of such designation and notice, the Lead Securitization Note Holder (or the
Master Servicer or the Special Servicer acting on its behalf) shall be entitled to treat the last party as to which it has received written
notice as having been designated as the Non-Controlling Note Holder, as the Non-Controlling Note Holder for all purposes of this Agreement.
As of the date hereof and until further notice from the applicable Non-Lead Securitization Note Holder (or the applicable Non-Lead Master
Servicer or another party acting on its behalf), each Initial Note Holder other than the Initial Note A-1 Holder is a Non-Controlling
Note Holder.


Prior to Securitization
of any Non-Lead Securitization Note (including any New Notes), all notices, reports, information or other deliverables required to be
delivered to the applicable Non-Lead Securitization Note Holder or the Non-Controlling Note Holder pursuant to this Agreement or the
Lead Servicing Agreement by the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf)
only need to be delivered to the related Non-Controlling Note Holder Representative (to the extent that the identity of the Non-Controlling
Note Holder Representative is known) 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 Servicing Agreement. Following Securitization of any Non-Lead Securitization Note,
all notices, reports, information or other deliverables required to be delivered to the applicable Non-Lead Securitization Note Holder
or the Non-Controlling Note Holder pursuant to this Agreement or the Lead 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 (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 Servicing
Agreement) and, when so delivered to the related Non-Lead Master Servicer, the Lead Securitization Note Holder (or the Master Servicer
or the Special Servicer acting on its behalf) shall be deemed to have



    11 


     


    

satisfied its delivery obligations with respect to such items hereunder
or under the Lead Servicing Agreement.


“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 “asset representations reviewer” or other analogous term under the applicable
Non-Lead Servicing Agreement.


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


“Non-Lead Depositor”
shall mean the “depositor” or other analogous term under the applicable Non-Lead Servicing Agreement.


“Non-Lead Master
Servicer” shall mean the “master servicer” or other analogous term under the applicable Non-Lead Servicing Agreement.


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


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


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


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


“Non-Lead Servicing
Agreement” shall mean the pooling and servicing agreement, trust and servicing agreement or other similar agreement to be entered
into in connection with a Non-Lead Securitization.


“Non-Lead Securitization
Date” shall mean the closing date of the applicable 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 such Non-Lead Securitization designated as the “controlling class” pursuant to the related Non



    12 


     


    

-Lead
Servicing Agreement or their duly appointed representative; provided that if 50% or more of the class of securities issued in such
Non-Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned the rights to exercise
the rights of the “Controlling Note Holder” is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower,
no person shall be entitled to exercise the rights of the Non-Lead Securitization Subordinate Class Representative.


“Non-Lead Securitization
Trust” shall mean the Securitization Trust into which the applicable Non-Lead Securitization Note is deposited.


“Non-Lead Servicer”
shall mean, with respect to any Non-Lead Securitization Trust, the related Non-Lead Master Servicer or the related Non-Lead Special Servicer,
as the context may require.


“Non-Lead Special
Servicer” shall mean the “special servicer” or other analogous term under the applicable Non-Lead Servicing Agreement.


“Non-Lead Trustee”
shall mean the “trustee” or other analogous term under the applicable Non-Lead Servicing Agreement.


“Nonrecoverable
Servicing Advance” shall have the meaning given thereto in the Lead Servicing Agreement.


“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 sale by the Note A-1 Holder of all or any portion of the Note A-1 to a depositor or similar person, who will in turn include
such portion of Note A-1 as part of the securitization of one or more mortgage loans.


“Note A-1 Securitization
Date” shall mean the effective date on which the Securitization of Note A-1 is consummated.


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


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





“Note A-2 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-2 Principal Balance
set forth on the Mortgage Loan 



    13 


     


    

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


“Note A-2 Securitization
Date” shall mean the effective date on which the Securitization of Note A-2 is consummated.


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


“Note A-3 Securitization
Date” shall mean the effective date on which the Securitization of Note A-3 is consummated.


“Note A-4”
shall have the meaning assigned to such term in the recitals.


“Note A-4 Holder”
shall mean the Initial Note A-4 Holder or any subsequent holder of Note A-4, as applicable.


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


“Note A-4 Securitization”
shall mean the sale by the Note A-4 Holder of all or any portion of the Note A-4 to a depositor or similar person, who will in turn include
such portion of Note A-4 as part of the securitization of one or more mortgage loans.


“Note A-4 Securitization
Date” shall mean the effective date on which the Securitization of Note A-4 is consummated.


“Note A-5”
shall have the meaning assigned to such term in the recitals.





“Note A-5 Holder”
shall mean the Initial Note A-5 Holder or any subsequent holder of Note A-5, as applicable.



    14 


     


    




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


“Note A-5 Securitization”
shall mean the sale by the Note A-5 Holder of all or any portion of the Note A-5 to a depositor or similar person, who will in turn include
such portion of Note A-5 as part of the securitization of one or more mortgage loans.


“Note A-5 Securitization
Date” shall mean the effective date on which the Securitization of Note A-5 is consummated.


“Note A-6”
shall have the meaning assigned to such term in the recitals.


“Note A-6 Holder”
shall mean the Initial Note A-6 Holder or any subsequent holder of Note A-6, as applicable.


“Note A-6 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-6 Principal Balance
set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-6 Holder or reductions in such
amount pursuant to Section 3 or 4, as applicable.


“Note A-6 Securitization”
shall mean the sale by the Note A-6 Holder of all or any portion of the Note A-6 to a depositor or similar person, who will in turn include
such portion of Note A-6 as part of the securitization of one or more mortgage loans.


“Note A-6 Securitization
Date” shall mean the effective date on which the Securitization of Note A-6 is consummated.


“Note A-7”
shall have the meaning assigned to such term in the recitals.


“Note A-7 Holder”
shall mean the Initial Note A-7 Holder or any subsequent holder of Note A-7, as applicable.


“Note A-7 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-7 Principal Balance
set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-7 Holder or reductions in such
amount pursuant to Section 3 or 4, as applicable.


“Note A-7 Securitization”
shall mean the sale by the Note A-7 Holder of all or any portion of the Note A-7 to a depositor, who will in turn include such portion
of Note A-7 as part of the securitization of one or more mortgage loans.


“Note A-7 Securitization
Date” shall mean the effective date on which the Securitization of Note A-7 is consummated.


“Note A-8”
shall have the meaning assigned to such term in the recitals.



    15 


     


    



“Note A-8 Holder”
shall mean the Initial Note A-8 Holder or any subsequent holder of Note A-8, as applicable.


“Note A-8 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-8 Principal Balance
set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-8 Holder or reductions in such
amount pursuant to Section 3 or 4, as applicable.


“Note A-8 Securitization”
shall mean the sale by the Note A-8 Holder of all or any portion of the Note A-8 to a depositor or similar person, who will in turn include
such portion of Note A-8 as part of the securitization of one or more mortgage loans.


“Note A-8 Securitization
Date” shall mean the effective date on which the Securitization of Note A-8 is consummated.


“Note A-9”
shall have the meaning assigned to such term in the recitals.


“Note A-9 Holder”
shall mean the Initial Note A-9 Holder or any subsequent holder of Note A-9, as applicable.


“Note A-9 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-9 Principal Balance
set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-9 Holder or reductions in such
amount pursuant to Section 3 or 4, as applicable.


“Note A-9 Securitization”
shall mean the sale by the Note A-9 Holder of all or any portion of the Note A-9 to a depositor or similar person, who will in turn include
such portion of Note A-9 as part of the securitization of one or more mortgage loans.


“Note A-9 Securitization
Date” shall mean the effective date on which the Securitization of Note A-9 is consummated.


“Note A-10”
shall have the meaning assigned to such term in the recitals.


“Note A-10 Holder”
shall mean the Initial Note A-10 Holder or any subsequent holder of Note A-10, as applicable.


“Note A-10 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-10 Principal Balance
set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-10 Holder or reductions in such
amount pursuant to Section 3 or 4, as applicable.


“Note A-10 Securitization”
shall mean the sale by the Note A-10 Holder of all or any portion of the Note A-10 to a depositor or similar person, who will in turn
include such portion of Note A-10 as part of the securitization of one or more mortgage loans.


“Note A-10 Securitization
Date” shall mean the effective date on which the Securitization of Note A-10 is consummated.



    16 


     


    



“Note Holders”
shall mean collectively, the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the
Note A-6 Holder, the Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder and the Note A-10 Holder.


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


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


“Notes”
shall mean, collectively, Note A-1, Note A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7, Note A-8 and Note A-9.


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


“Other Note Securitization”
shall mean the Note A-2 Securitization, the Note A-3 Securitization, the Note A-4 Securitization, the Note A-5 Securitization, the Note
A-6 Securitization, the Note A-7 Securitization, the Note A-8 Securitization, the Note A-9 Securitization or the Note A-10 Securitization
as applicable.


“P&I Advance”
shall mean an advance made by (a) a party to the Lead Servicing Agreement in respect of a delinquent monthly debt service payment on the
Lead Securitization Note or (b) a party to a Non-Lead Servicing Agreement in respect of a delinquent monthly debt service payment on the
applicable Non-Lead Securitization Note.


“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, (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, (d) with respect to the Note A-4 Holder, a fraction, expressed as a percentage, the numerator of which is the Note A-4
Principal Balance and the denominator of which is the Aggregate Note Principal Balance, (e) with respect to the Note A-5 Holder, a
fraction, expressed as a percentage, the numerator of which is the Note A-5 Principal Balance and the denominator of which is the
Aggregate Note Principal Balance, (f) with respect to the Note A-6 Holder, a fraction, expressed as a percentage, the numerator of
which is the Note A-6 Principal Balance and the denominator of which is the Aggregate Note Principal Balance, (g) with respect to
the Note A-7 Holder, a fraction, expressed as a percentage, the numerator of which is the Note A-7 Principal Balance and the
denominator of which is the Aggregate Note Principal Balance, (h) with respect to the Note A-8 Holder, a fraction, expressed as a
percentage, the numerator of which is the Note A-8 Principal Balance and the denominator of which is the Aggregate Note Principal
Balance, (i) with respect to the Note A-9 Holder, a fraction, expressed as a percentage, the numerator of which is the Note A-9
Principal Balance and the denominator of which is the Aggregate Note Principal Balance, and (j) with respect to the Note A-10
Holder, a fraction, expressed as a percentage, the numerator of which is the Note A-10 Principal Balance and the denominator of
which is the Aggregate Note Principal Balance.



    17 


     


    




“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(d).


“Pre-Securitization
Servicing Agreement” shall mean the related servicing or similar agreement between the Initial Note A-1 Holder and Midland Loan
Services, a Division of PNC Bank, National Association, or certain affiliates thereof.


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


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


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


(b)              
the trustee on behalf of the trust certificates issued pursuant to a master trust agreement involving a CLO 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 CLO 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








    18 


     


    




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


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


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


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



    19 


     


    




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


“Rating Agencies”
shall mean 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.


“Rating Agency Confirmation”
shall mean prior to a Securitization with respect to any matter, confirmation in writing (which may be in electronic form) by each applicable
Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade,
withdrawal or qualification of the then-current rating assigned to any class of certificates (if then rated by the Rating Agency); provided
that a written waiver or other acknowledgment 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 after a Securitization, the meaning given thereto or any analogous term in the Lead Servicing Agreement or
Non-Lead Servicing Agreement, as applicable, including any deemed Rating Agency Confirmation.


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



    20 


     


    

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.


“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 may be amended
from time to time, and subject to such clarification and interpretation as have been provided by the Securities and Exchange Commission
or by the staff of the Securities and Exchange Commission, or as may be provided by the Securities and Exchange Commission or its staff
from time to time.


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


“Required Special
Servicer Rating” (1) at any time that the Lead Securitization Note is included in the Lead Securitization, shall have the meaning
assigned to such term or any analogous term in the Lead Servicing Agreement, and (2) at any other time, 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 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 as the sole or material factor, (iv) in the case of KBRA,
KBRA has not cited servicing concerns of such special servicer as the sole or material factor in any qualification, downgrade or withdrawal
of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a transaction
serviced by such special servicer prior to the time of determination, and (v) 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,
such special servicer is acting as special servicer in a commercial mortgage loan securitization that was rated by DBRS Morningstar within
the 12-month period prior to the date of determination and DBRS Morningstar has not downgraded or withdrawn the then-current rating on
any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of
such special servicer as special servicer of such commercial mortgage securities as a material reason for such downgrade or withdrawal.


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





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


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



    21 


     


    




“Securitization”
shall mean one or more sales by a Note Holder of all or a portion of such Note to a depositor or a similar person, 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, with respect to a Securitization, the effective date on which such Securitization is consummated.


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


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


“Servicing Advance”
shall mean “Servicing Advance” or other analogous term as defined in the Lead Servicing Agreement.


“Special Servicer”
shall mean the special servicer appointed as provided in the Lead Servicing Agreement and this Agreement.


“Starwood”
shall have the meaning assigned to such term in the preamble to this 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 trustee or its successor-in-interest, or any successor Trustee appointed as provided in the Lead Servicing Agreement.


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



    22 


     


    

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)              
Until the Lead Securitization Date, the Mortgage Loan shall be serviced pursuant to the Pre-Securitization Servicing Agreement.


(b)               Each
Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and after
the Lead Securitization Date; 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
this Agreement and the terms of the Lead Servicing Agreement including any provisions governing the determination of
non-recoverability. Each Note Holder acknowledges that each other Note Holder may elect, in its sole discretion, to include its Note
in a Securitization and agrees that it will, subject to Section 26, 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, Operating Advisor,
Certificate Administrator, the Asset Representations Reviewer and the Trustee under the Lead Servicing Agreement by the Depositor
and the appointment of the initial Special Servicer by the Controlling Note Holder as may be replaced pursuant to the terms of the
Lead Servicing Agreement 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 Servicing Agreement. Each Note Holder hereby irrevocably 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 Servicing Agreement (subject at all times to the rights of the Note Holder set forth herein and in the Lead Servicing
Agreement). In no event shall the Lead Servicing Agreement require the Servicer to enforce the rights of any Note Holder against any
other Note Holder or limit the Servicer in enforcing the rights of one Note Holder against any other Note Holder; however, this
statement shall not be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder. Each
Servicer shall be required pursuant to the Lead Servicing Agreement to service the Mortgage Loan in accordance with the Servicing
Standard, the terms of the Mortgage Loan Documents, the Lead Servicing Agreement and applicable law, each Servicer shall provide
information to each Non-Lead Servicer under a Non-Lead Servicing Agreement to enable each such Non-Lead Servicer to perform its
servicing duties under the applicable Non-Lead Servicing Agreement and each Servicer shall not take any action or refrain from
taking any action or follow any direction inconsistent with the foregoing.


If, at any time that the
Mortgage Loan is no longer subject to the provisions of the Lead 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 



    23 


     


    

servicing agreement that
has servicing terms substantially similar to the Lead Servicing Agreement and all references herein to the “Lead Servicing Agreement”
shall mean such subsequent servicing agreement; provided, however, that if a Non-Lead Securitization Note is in a Securitization,
then a Rating Agency Confirmation shall have been obtained from each Rating Agency; provided, further, however, that
the Note that was held by the Lead Securitization shall continue to be considered as the Lead Note; provided further, however,
that unless otherwise agreed to by the holder of the Lead Note, the master servicer under such subsequent servicing agreement shall not
be required to make any P&I Advance in respect of such Note; provided, 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 Servicing Agreement (excluding, however, any obligation to make any P&I Advances in respect of the Lead Note except as specifically
agreed to by the Servicer, and provided that the Servicer’s right to reimbursement for Servicing Advances as set forth in Section
2(c) shall remain in effect), 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 Person appointed by the Lead Securitization Note Holder that is a qualified servicer meeting the
requirements of the Lead Servicing Agreement and meeting the Required Special Servicer Rating (to the extent such servicer is performing
special servicing functions).


(c)              
The Master Servicer shall be the master servicer on the Mortgage Loan, and from time to time it (or the Trustee or Special Servicer,
to the extent provided in the Lead Servicing Agreement) (i) shall be required to (and the Special Servicer may, under certain circumstances
as provided in the Lead Servicing Agreement) make Servicing Advances with respect to the Mortgage Loan, subject to the terms of the Lead
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 Servicing Agreement and this Agreement. The Master Servicer, the Special Servicer and the Trustee, as
applicable, shall be entitled to reimbursement for a Servicing Advance, first from funds on deposit in the Collection Account
or Companion Distribution Account for the Mortgage Loan that (in any case) represent amounts received on or in respect of the Mortgage
Loan, and then, in the case of Nonrecoverable Servicing Advances, if such funds on deposit in the Collection Account or Companion
Distribution Account are insufficient, from general collections of the Lead Securitization as provided in the Lead Servicing Agreement
and from general collections of a Non-Lead Securitization as provided below. The Master Servicer, the Special Servicer and the Trustee,
as applicable, shall be entitled to reimbursement for Advance Interest Amounts on a Servicing Advance or a Nonrecoverable Servicing Advance,
in the manner and from the sources provided in the Lead Servicing Agreement, including from general collections of the Lead Securitization
and, in the case of Servicing Advances or Advance Interest Amount on a Servicing Advance, from general collections of a Non-Lead Securitization
as provided below. 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 Servicing Advance or any Advance Interest Amounts on a
Servicing Advance or a Nonrecoverable Servicing 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 Servicing Advance or Advance Interest Amounts.



    24 


     


    




In addition, each Non-Lead
Securitization Note Holder (including, but not limited to, any 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 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 Servicing Agreement and any costs, fees and
expenses related to obtaining any Rating Agency Confirmation, to the extent amounts on deposit in the Collection Account or Companion
Distribution Account that are allocated to the related Non-Lead Securitization Note are insufficient for reimbursement of such amounts
and to the extent that funds from general collections in the Lead Securitization are applied towards the Lead Securitization Note Holder’s
pro rata share of the insufficiency. Each Non-Lead Note 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 Servicing Agreement) each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Operating Advisor, the Asset Representations Reviewer 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 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 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 Collection Account or Companion Distribution Account that
are allocated to the related Non-Lead Securitization Note are insufficient for reimbursement of such amounts, the related 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 Securitization, from general collections or any other amounts from such Non-Lead Securitization Trust).


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



    25 


     


    

the Trustee, as applicable (with respect to the Lead Securitization Note) or a Non-Lead Master Servicer,
Non-Lead Special Servicer or Non-Lead Trustee, as applicable (with respect to a Non-Lead Securitization Note), determines that a proposed
P&I Advance, if made, would be non-recoverable or an outstanding P&I Advance is or would be non-recoverable, or if the Master
Servicer, the Special Servicer or the Trustee, as applicable, subsequently determines that a proposed Servicing Advance would be non-recoverable
or an outstanding Servicing Advance is or would be non-recoverable, then the Master Servicer or the Trustee (as provided in the Lead Servicing
Agreement, in the case of a determination of non-recoverability by the Master Servicer, the Special Servicer or the Trustee) or such Non-Lead
Master Servicer or Non-Lead Trustee (as provided in the related Non-Lead Servicing Agreement, in the case of the a determination of non-recoverability
by a Non-Lead Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee) shall notify the Master Servicer and the Trustee, or the
related Non-Lead Master Servicer and Non-Lead Trustee, as the case may be, of such other Securitization within two business days of making
such determination. Each of the Master Servicer, the Trustee, any Non-Lead Master Servicer and any Non-Lead Trustee, as applicable, shall
only be entitled to reimbursement for a P&I Advance and advance interest thereon that becomes non-recoverable, first from the
Collection Account or Companion Distribution Account from amounts allocable to the Note for which such P&I Advance was made, and then,
if funds are insufficient, (i) in the case of the Lead Securitization Note, from general collections of the Lead Securitization Trust,
pursuant to the terms of the Lead 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 Servicing Agreement.Each Non-Lead Securitization
Note Holder agrees that, if the Non-Lead Securitization Note is included in a Securitization, it shall cause the applicable Non-Lead Servicing
Agreement to contain provisions to the effect that:


(i)           
each Non-Lead Securitization Note Holder shall be responsible for its pro rata share of any Servicing 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
Servicing 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 such Non-Lead Servicing Agreement for the Non-Lead Securitization Note Holder’s pro rata share
of any such Nonrecoverable Servicing 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), and (B) if the Lead 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, the Operating Advisor 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 funds in the collection



    26 


     


    

account (or equivalent account) established under such Non-Lead Servicing
Agreement for the applicable Non-Lead Securitization Note Holder’s pro rata share of any such Nonrecoverable Servicing 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
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 any 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 Collection Account or Companion Distribution Account that
are allocated to a 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 its pro rata share of the insufficiency out of general
funds in the collection account (or equivalent account) established under such Non-Lead Servicing Agreement; provided, however,
that the Non-Lead Servicing Agreements may include limitations and conditions on the payment or reimbursement of Indemnified Items to
the Operating Advisor (including limitations and conditions with respect to the timing of such payments or reimbursements and the sources
of funds for such payments or reimbursements);


(iii)            each
Non-Lead Master Servicer, the Non-Lead Trustee or the certificate administrator under the Non-Lead Servicing Agreement 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 the Non-Lead Securitization Note into a Securitization Trust (which notice shall also provide contact information for
the trustee, the certificate administrator, the Non-Lead Master Servicer, the Non-Lead Special Servicer and the party designated to
exercise the rights of the “Non-Controlling Note Holder” under this Agreement, including the Controlling Class
Representative under the Non-Lead Servicing Agreement), accompanied by a certified copy of the executed Non-Lead Servicing Agreement
and (ii) notice of any subsequent change in the identity of the Non-Lead Master Servicer or the party designated to exercise the
rights of the “Non-Controlling Note Holder” under this Agreement (together with the relevant contact information);



    27 


     


    




(iv)           
any matter affecting the servicing and administration of the Mortgage Loan that requires delivery of a Rating Agency Confirmation
pursuant to the Lead Servicing Agreement shall also require delivery of a Rating Agency Confirmation under any Non-Lead Servicing Agreement;


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


(vi)           
in the event of a proposed replacement of the Special Servicer, each Non-Lead Trustee shall use commercially reasonable efforts
to prepare and file on behalf of the related Non-Lead Securitization Trust a Form 8-K relating to such replacement that complies with
the Exchange Act on the same day that a Form 8-K relating to such replacement is filed on behalf of the Lead Securitization; provided
that the Non-Lead Depositors and a responsible officer of each Non-Lead Trustee has received notice of such proposed replacement (including
any disclosure or other information required to be included in such Form 8-K as well as the requirement and timing for filing such Form
8-K) at least five Business Days prior to such filing date. The Lead Securitization Note Holder (including, as the context requires, the
Depositor, Master Servicer, Special Servicer, Trustee or controlling class representative (or analogous term) relating to the related
Lead Securitization Trust, on behalf of such Lead Securitization Note Holder) shall be a third-party beneficiary of the foregoing provision.


(e)              
The Lead Securitization Note Holder agrees that it shall cause the Lead Servicing Agreement to contain provisions to the effect
that (and to the extent such provisions are not included in the Lead 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 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;



    28 


     


    




(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 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;



    29 


     


    




(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 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,



    30 


     


    

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 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



    31 


     


    

 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;


(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



    32 


     


    

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;


(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



    33 


     


    




(f)               
(xxi) any conflict between the Lead Securitization Servicing Agreement and this Agreement shall be resolved in favor of this Agreement.Each
Non-Lead Securitization Note Holder shall give each of the parties to the Lead Servicing Agreement (that will not also be a party to the
Non-Lead Servicing Agreement) notice of the Non-Lead Securitization in writing (which may be by e-mail) on the applicable Non-Lead Securitization
Date or within a timely manner following the applicable Non-Lead Securitization Date. Such notice shall contain contact information for
each of the parties to the Non-Lead Servicing Agreement. In addition, after the Non-Lead Securitization Date, the Non-Lead Securitization
Note Holder shall send a copy of the Non-Lead Servicing Agreement to each of the parties to the Lead Servicing Agreement.


(g)              
Notwithstanding anything to the contrary contained in this Agreement, any obligation of the Servicer pursuant to the terms hereof
shall be performed by the Master Servicer or the Special Servicer, as applicable, as set forth in the Lead Servicing Agreement.


Section 3.               
Priority of Payments. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference
over any portion of any other Note or security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for
payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof,
whether received in the form of 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 Servicing Advances then due and payable or reimbursable
to the Trustee or any Servicer under the Lead Servicing Agreement and (y) all amounts that are then due, payable or reimbursable
(except for (i) any reimbursements of P&I Advances (and interest thereon) made with respect to the Notes, which may only be reimbursed
out of payments and collections allocable to such Note, (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 servicing fee rate applicable
to the Mortgage Loan as set forth in the Lead Servicing Agreement) to any Servicer (or the Trustee as successor to the Servicer), with
respect to the Mortgage Loan pursuant to the Lead Servicing Agreement (including without limitation, any additional trust fund expenses
relating to the Mortgage Loan and any special servicing fees, liquidation fees, workout fees, Penalty Charges (to the extent provided
in the immediately following paragraph), amounts paid by the Mortgage Loan Borrower in respect of modification fees or assumption fees
and any other additional compensation payable pursuant to the Lead 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 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 Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Lead Servicing
Agreement; second, be 



    34 


     


    

used to reduce the respective amounts payable on each Note by the amount necessary to pay the Master Servicer,
Trustee, Non-Lead Master Servicer or 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 Servicing Agreement or a Non-Lead 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 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 Servicing Agreement, and (ii) in the case of the remaining amount of Penalty Charges allocable to the Non-Lead Securitization Note,
be paid, (x) prior to the securitization of such Note, to the applicable Non-Lead Securitization Note Holder and (y) following the securitization
of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Servicing
Agreement.


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


Section 5.               
Administration of the Mortgage Loan.


(a)          
Subject to this Agreement (including but not limited to Section 5(c)) and the Lead Servicing Agreement and subject
to the rights and consents, where required, of the Controlling Note Holder Representative, the Lead Securitization Note Holder (or the
Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) shall have the sole and
exclusive authority with respect to the administration of, and exercise of rights and remedies with respect to, the Mortgage Loan, including,
without limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan Documents or consent to any action or
failure to act by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents, call or waive any Event of Default, accelerate
the Mortgage Loan or institute any foreclosure action or other remedy, and the Non-Lead Securitization Note Holders shall have no 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
Servicing Agreement, each Non-Lead Securitization Note Holder agrees that it shall have no right to, and 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) 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



    35 


     


    

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). Upon the Mortgage Loan becoming a Defaulted
Mortgage Loan, each Non-Lead Securitization 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) to sell the Notes as notes evidencing one whole loan
in accordance with the terms of the Lead 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 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



    36 


     


    

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 the Non-Controlling Note Holder is the Mortgage Loan Borrower or an affiliate of the Mortgage
Loan Borrower) unless the Special Servicer has delivered to the Non-Controlling Note Holders: (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 the 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 the 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 the Servicer in connection with the proposed sale;
provided, that such Non-Controlling Note Holder may waive any of the delivery or timing requirements set forth in this sentence. Subject
to the terms of the Lead Servicing Agreement, each of the Controlling Note Holder, the Controlling Note Holder Representative, the Non-Controlling Note Holder and the Non-Controlling Note Holder Representative shall be permitted to bid 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 soliciting and accepting offers for and consummating the
sale of its 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 original Non-Lead Securitization Note,
endorsed 



    37 


     


    

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 a 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 Note Holder that sold the Lead Securitization
Note into the Lead Securitization from the trust fund established under the Lead Servicing Agreement in connection with a material breach
of representation or warranty made by such Note Holder with respect to the Lead Securitization Note or material document defect with respect
to the documents delivered by such Note Holder with respect to the Lead Securitization Note upon the consummation of the Lead Securitization.
The preceding sentence shall not be construed to grant to any Non-Lead Securitization Note Holder the benefit of any representation or
warranty made by the Note Holder that sold the Lead Securitization Note into the Lead Securitization or any document delivery obligation
imposed on such Note Holder under any mortgage loan purchase and sale agreement, instrument of transfer or other document or instrument
that may be executed or delivered by such Note Holder in connection with the Lead Securitization.


(b)               The
administration of the Mortgage Loan shall be governed by this Agreement and the Lead Servicing Agreement. To the extent that any
provision in this Agreement conflicts with any provision in the Lead Servicing Agreement, the provisions in this Agreement shall
control. 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 Servicing Agreement), by the Special Servicer, in each case
pursuant to the Lead Servicing Agreement. Notwithstanding anything to the contrary contained herein, in accordance with the Lead
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 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 Servicing Agreement shall not be amended
in any manner that may adversely affect any Non-Lead Securitization Note Holder in its capacity as Non-Lead Securitization Note
Holder. 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-party beneficiary to the Lead Servicing Agreement with respect to their 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 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 



    38 


     


    

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 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 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 the Non-Controlling Note Holder (or the
master servicer of Non-Lead Securitization on its behalf), within the same time frame it is required to provide 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 Servicing Agreement due to the existence of a Control Termination
Event or a Consultation Termination Event) and (ii) to consult with the Non-Controlling Note Holder (or its Non-Controlling Note Holder
Representative) on a strictly non-binding basis, to the extent having received such notices, information and reports, such Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative) requests consultation with respect to any such Major Decisions or the
implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative
actions recommended by such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative); provided that after
the expiration of a period of 10 Business Days from the delivery to such Non-Controlling Note Holder (or the master servicer of Non-Controlling
Note Securitization on its behalf) by the Lead Securitization Note Holder of written notice of a proposed action, together with copies
of the notice, information and report required to be provided to the Lead Securitization Subordinate Class Representative, the Lead Securitization
Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall no longer be obligated to consult with such Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative), whether or not such Non-Controlling Note Holder (or its Non-Controlling
Note Holder Representative) has responded within such 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 10 -Business Day period shall be deemed to begin anew from the date of such proposal and delivery of all
information relating thereto). Notwithstanding the consultation rights of the Non-Controlling Note Holders (or the 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 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 the Non-Controlling Note Holder Representative).


In addition to the consultation
rights of the Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) provided in the immediately preceding paragraph,



    39 


     


    


the Non-Controlling Note Holder shall have the right to attend annual meetings (either telephonically or in person, in the discretion
of the Servicer) with the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) at the
offices of the Master Servicer or the Special Servicer, as applicable, 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; provided
that the Non-Controlling Note Holder, at the request of the Master Servicer or the Special Servicer, as applicable, shall execute a confidentiality
agreement in form and substance satisfactory to it, the Master Servicer or the Special Servicer, as applicable, and the Lead Securitization
Note Holder.


(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 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 Servicing
Agreement to the contrary notwithstanding, in the event that one of the Notes is included in a REMIC and any 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 any 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.








    40 


     


    




(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 in accordance with the terms of the Lead Servicing Agreement. 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. No Servicer, Operating Advisor, Trustee or Certificate Administrator acting on behalf
of the Lead Securitization Note Holder shall be required to recognize any Person as a Controlling Note Holder Representative until the
Controlling Note Holder has notified each Servicer, Operating Advisor, Trustee and Certificate Administrator of such appointment and,
if the Controlling Note Holder Representative is not the same Person as the Controlling Note Holder, the Controlling Note Holder Representative
provides each Servicer, Operating Advisor, Trustee, Asset Representations Reviewer and Certificate Administrator with written confirmation
of its acceptance of such appointment, an address and contact information 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 contact information). The Controlling Note Holder shall promptly deliver such information to each Servicer, Operating Advisor, Asset
Representations Reviewer, Trustee and Certificate Administrator. So long as no Consultation Termination Event is in effect pursuant to
the terms of the Lead Servicing Agreement, the Controlling Note Holder Representative shall be the Lead Securitization Subordinate Class
Representative.


(b)              
Neither the Controlling Note Holder Representative nor the Controlling Note Holder shall have any liability to any other Note Holder
or any other Person for any action taken, or for refraining from the taking of any action or the giving of any consent or the failure
to give any consent pursuant to this Agreement or the Lead 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 Holder
Representative and the Controlling Note Holder (whether acting in place of the Controlling Note Holder Representative when no Controlling
Note Holder Representative shall have been appointed hereunder or otherwise exercising any right, power or privilege granted to the Controlling
Note Holder hereunder) may take or refrain from taking actions, or give or refrain from giving consents, that favor the interests of one
Note Holder over any other Note Holder, and that the Controlling Note Holder Representative may have special relationships and interests
that conflict with the interests of a Note Holder and, absent willful misfeasance, bad faith 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, 



    41 


     


    

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
shall 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 (each, a “Non-Controlling Note Holder Representative”).
All of the provisions relating to 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
related Non-Controlling Note Holder Representative mutatis mutandis. The Non-Controlling Note Holder Representatives, 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 as follows: (i) with respect to Note A-2, the Initial Note A-2 Holder; (ii) with respect to Note A-3, the Initial Note A-3 Holder;
(iii) with respect to Note A-4, the Initial Note A-4 Holder; (iv) with respect to Note A-5, the Initial Note A-5 Holder; (v) with respect
to Note A-6, the Initial Note A-6 Holder; (vi) with respect to Note A-7, the Initial Note A-7 Holder; (vii) with respect to Note A-8,
the Initial Note A-8 Holder; (viii) with respect to Note A-9, the Initial Note A-9 Holder, and (ix) with respect to Note A-10, the Initial
Note A-10 Holder.


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


If the Controlling Note Holder
fails to notify the Special Servicer of its approval or disapproval of any proposed Major Decision within 10 Business Days (or 30 days
with respect to an Acceptable Insurance Default if so provided in the Lead Servicing Agreement) after delivery 



    42 


     


    

to the Controlling Note
Holder by the applicable Servicer of written notice of a proposed Major Decision together with any information requested by the Controlling
Note Holder as may be necessary in the reasonable judgment of the Controlling Note Holder in order to make a judgment, then upon the expiration
of such 10 -Business Day (or 30 days with respect to an Acceptable Insurance Default if so provided in the Lead Servicing Agreement) period, such Major Decision shall be deemed to have been approved by the Controlling
Note Holder.


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


No objection contemplated
by the preceding paragraphs may require or cause the Master Servicer or the Special Servicer, as applicable, to violate any provision
of the Mortgage Loan Documents, applicable law, the Lead Servicing Agreement, this Agreement, the REMIC provisions of the Code or the
Master Servicer or Special Servicer’s obligation to act in accordance with the Servicing Standard or materially expand the scope
of responsibilities of any of the Master Servicer or Special Servicer, as applicable.


The Controlling Note Holder
shall have no liability to any other Note Holder or any other party 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 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 Holder may take or refrain from taking actions, or give or refrain from giving consents,
that favor the interests of one Note Holder over any other Note Holder, and that the Controlling Note Holder may have special relationships
and interests that conflict with the interests of another Note Holder and, absent willful misconduct, bad faith or gross negligence on
the part of the Controlling Note Holder agree to take no action against the Controlling Note Holder or any of its officers, directors,
employees, principals or agents as a result of such special relationships or interests, and that the Controlling Note Holder shall not
be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misconduct 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.


Section 7.               
Appointment of Special Servicer. Subject to the terms of the Lead Servicing Agreement, the Controlling Note Holder (or its
Controlling Note Holder Representative) shall have the right at any time and from time to time, with or without cause, to replace the
Special Servicer then acting with respect to the Mortgage Loan and appoint a replacement Special Servicer in lieu thereof. Any designation
by the Controlling Note Holder (or its Controlling Note Holder Representative) of a Person to serve as Special Servicer shall be made
by delivering to each other Note Holder, the Master Servicer, the then existing Special Servicer and other parties to the Lead Servicing
Agreement a written notice stating such designation and satisfying the Required Special Servicer Rating and the other conditions to such
replacement as set forth in the Lead Servicing 



    43 


     


    

Agreement (including, without limitation,
a Rating Agency Confirmation, if required by the terms of the Lead Servicing Agreement), if any. 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 Servicing Agreement, then the initial Special Servicer
designated in the Lead 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 a 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 Servicing Agreement (or at any time that the Mortgage
Loan is no longer subject to the provisions of the Lead 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 Servicing
Agreement (or at any time that the Mortgage Loan is no longer subject to the provisions of the Lead Servicing Agreement, the successor
servicing agreement pursuant to which the Mortgage Loan is being serviced). The Controlling Note Holder and the 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 the Non-Controlling Note Holder’s direction cannot at any time be the person (or an Affiliate
thereof) that was so terminated without the prior written consent of the Non-Controlling Note Holder. The Non-Controlling Note Holder
shall be solely responsible for reimbursing the Trustee’s or the Controlling Note Holder’s, as applicable, costs and expenses,
if not paid within a reasonable time by the terminated special servicer and, in the case of the Trustee, that would otherwise be reimbursed
to the Trustee from amounts on deposit in the Collection Account or Companion Distribution 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 Servicing Agreement, shall deposit or cause to be deposited all payments allocable to the Notes to the Collection Account
or Companion Distribution Account pursuant to and in accordance with the Lead 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 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 applicable account within one Business Day of receipt of such properly identified and available funds but, in any
event, the Master Servicer shall deposit such amounts in the applicable account within two Business Days of receipt of such properly
identified and available funds. 



    44 


     


    




(b)              
If the Lead Securitization Note Holder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders,
at any time that any amount received or collected in respect of 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, a 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 each Non-Lead Securitization
Note Holder 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 such Non-Lead Securitization Note Holder, together with
interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to any Mortgage Loan Borrower,
Master Servicer, Special Servicer or such other Person with respect thereto.


(c)              
If, for any reason, the Lead Securitization Note Holder (or the Servicer on its behalf) makes any payment to a Non-Lead Securitization
Note Holder before the Lead Securitization Note Holder (or the Servicer on its behalf) has received the corresponding payment (it being
understood that the Lead Securitization Note Holder (or the Servicer on its behalf) is under no obligation to do so), and the Lead Securitization
Note Holder (or the Servicer on its behalf) does not receive the corresponding payment within five 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 Servicing Agreement. The Lead Securitization Note Holder shall have the right to offset any amounts due hereunder
from any 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. Subject to the terms of the Lead Servicing Agreement governing servicer liability,
no Note Holder shall have any liability to any other Note Holder with respect to its Note except with respect to losses actually suffered
due to the gross negligence, willful misconduct or breach of this Agreement on the part of such Note Holder.


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 Servicing Agreement in a manner that
may be adverse to the interests of any Non-Lead Securitization Note Holder and that the Lead Securitization Note Holder (including any
Servicer and the Trustee) shall have no liability whatsoever to any Non



    45 


     


    

-Lead Securitization Note Holder in connection with the Lead Securitization
Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise such rights other than as described
above; provided, however, that the Servicer must act in accordance with the Servicing Standard and the express terms of
this Agreement and the Lead Servicing Agreement.


Section 10.           
Bankruptcy. Subject to Section 5(c), each Note Holder hereby covenants and agrees that only the Lead Securitization
Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise or join
any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against
the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official
with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of
the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization Note Holder, and not a Non-Lead
Securitization Note Holder, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice
or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other
Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization
Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights
and taking any and all actions available to any Non-Lead Securitization Note Holder in connection with any case by or against the Mortgage
Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or
prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect
to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Note
Holders hereby agree that, upon the request of the Lead Securitization Note Holder, each Non-Lead Securitization Note Holder shall execute,
acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as the Lead
Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant. All
actions taken by 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 (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



    46 


     


    

 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 any other Note Holder 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 another Note
Holder 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 any other Note Holder 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 each other Note Holder or its Affiliates
may make loans or otherwise extend credit to, and generally engage in any kind of business with, the Mortgage Loan Borrower or any Affiliate
thereof, any entity that is a holder of debt secured by direct or indirect ownership interests in the Mortgage Loan Borrower or any 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 shall not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber
or otherwise dispose (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other similar agreement,
excluding a repo financing or a Pledge in accordance with Section 14(d) hereof) of a Note (a “Transfer”) except
to a Qualified Institutional Lender. Promptly after the Transfer, the 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 to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with
this Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement
referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity
that is not a Qualified Institutional Lender, it must first obtain (1) prior to a Securitization, the consent of the non-transferring
Note Holder or (2) after a Securitization of such non-transferring Note Holder’s Note, Rating Agency Confirmation. Notwithstanding
the foregoing, without the non-transferring Note Holder’s prior consent (which shall not be unreasonably withheld), and, if such
non-transferring Note Holder’s Note is held in a Securitization Trust, without Rating Agency Confirmation, no Note Holder shall
Transfer all or 



    47 


     


    

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 the 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 any other Note
Holder, the Rating Agencies or any other Person, to Transfer 49% or less (in the aggregate) of its Note or any beneficial interest in
its Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all Notes together in accordance
with the terms and conditions of the Lead Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms
and conditions of the Lead 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 Servicing Agreement,
and all amounts payable hereunder shall be determined as if such Note Holder had not sold such participation interest.


(c)              
Notwithstanding any other provision hereof, any Note Holder may pledge (a “Pledge”) its Note to any entity (other
than the Mortgage Loan Borrower or any Affiliate thereof) which has extended a credit facility to such Note Holder and that is either
a Qualified Institutional Lender or a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent)
or better by each 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 



    48 


     


    

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 other Note Holder agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give the 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 days to cure a default by the pledging Note Holder
in respect of its obligations to each other Note Holder hereunder, but such Note Pledgee shall not be obligated to cure any such default;
(iii) that no amendment, modification, waiver or termination of this Agreement shall be effective against such Note Pledgee without
the written consent of such Note Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed; (iv) that such
other Note Holder shall give to such Note Pledgee copies of any notice of default under this Agreement simultaneously with the giving
of same to the pledging Note Holder; (v) that such other Note Holder shall deliver to Note Pledgee such estoppel certificate(s)
as Note Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to such other
Note Holder; and (vi) that, upon written notice (a “Redirection Notice”) to each other Note Holder and any Servicer
by such Note Pledgee that the pledging Note Holder is in default, beyond any applicable cure periods, under the pledging Note Holder’s
obligations to such Note Pledgee pursuant to the applicable credit agreement between the pledging Note Holder and such Note Pledgee (which
notice need not be joined in or confirmed by the pledging Note Holder), and until such Redirection Notice is withdrawn or rescinded by
such Note Pledgee, Note Pledgee shall be entitled to receive any payments that any Note Holder or Servicer would otherwise be obligated
to pay to the pledging Note Holder from time to time pursuant to this Agreement or the Lead 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 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 



    49 


     


    

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, except in the case of the Initial Note Holders,
who may hold their Notes through a nominee. Upon request of a Note Holder (including a Servicer on its behalf), the Agent shall provide
such party with the names and addresses of each other Note Holder. To the extent the Trustee or another party is appointed as Agent hereunder,
each Note Holder hereby designates such person as its agent under this Section 15 solely for purposes of maintaining the
Note Register.


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



    50 


     


    

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


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


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





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


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


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


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



    51 


     


    




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 Rating Agency Confirmation from each Rating Agency then rating securities backed by a Note; provided
that no such Rating Agency Confirmation shall be required in connection with a modification or amendment (i) to cure any ambiguity, (ii)
to correct or supplement any provisions herein that may be defective or inconsistent with any other provisions of this Agreement, the
Lead Servicing Agreement or the final disclosure documents relating to the Lead Securitization, or (iii) entered into pursuant to Section
31 of this Agreement.


Section 19.           
Successors and Assigns; Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns. Except as provided herein, including without limitation, with respect to the
Trustee, Certificate Administrator, Master Servicer, Special Servicer, Operating Advisor, Non-Lead Master Servicers, Non-Lead Special
Servicers or Non-Lead Trustees, 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
electronic transmission shall be effective as delivery of a manually executed original counterpart of this Agreement.


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


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


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


Section 24.           
Withholding Taxes. (a)(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 a 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



    52 


     


    

 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 Non-Lead Securitization Note Holder to seek any allowable credits or
deductions for the Taxes so withheld in each jurisdiction in which such Non-Lead Securitization Note Holder is subject to tax.


(b)              
Each Non-Lead Securitization Note Holder shall indemnify 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) each Non-Lead Securitization Note Holder, upon request of
the Lead Securitization Note Holder and at its sole cost and expense, shall defend any claim or action relating to the foregoing indemnification
using counsel selected by the Lead Securitization Note Holder.


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



    53 


     


    

payment hereunder with respect to any Non-Lead Securitization Note
or otherwise until the related Non-Lead Securitization Note Holder shall have furnished to the Lead Securitization Note Holder requested
forms, certificates, statements or documents.


Section 25.           
Custody of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than the Non-Lead Securitization
Note) (a) prior to the Lead Securitization shall be held by the Initial Agent and (b) after the Lead Securitization, shall 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 Servicing Agreement), in each case, on behalf of the registered holders of the Notes. On or after the Non-Lead Securitization Date,
the applicable Non-Lead Securitization Note shall be held in the name of the related Non-Lead Trustee (and held by a duly appointed custodian
therefor) on behalf of the related Non-Lead Securitization Note Holder.


Section 26.           
Cooperation in Securitization.


(a)              
Each Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization.
In connection with a Securitization and subject to the terms of the preceding sentence, at the request of the Lead Securitization Note
Holder, each Non-Lead Securitization Note Holder shall use reasonable efforts, at 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 which 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, no Non-Lead Securitization Note Holder shall be required to modify or amend
this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification
or amendment would (i) change the interest allocable to, or the amount of any payments due to or priority of such payments to, such
Non-Lead Securitization Note Holder or (ii) materially increase such Non-Lead Securitization Note Holder’s obligations 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 



    54 


     


    

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 each 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 shall reasonably cooperate
with the 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 a 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 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) telephone (confirmed promptly in writing) or shall be
in writing and personally delivered, (ii) sent by electronic mail (during business hours) if the sender on the same day sends a
confirming copy of such notice by reputable overnight delivery service (charges prepaid), (iii) reputable overnight delivery service
(charges prepaid) or (iv) certified United States mail, postage prepaid return receipt requested, and addressed to the respective
parties at their addresses set forth on Exhibit B hereto, or at such other address as any party shall hereafter inform the
other party by written notice given as aforesaid. All written notices so given shall be deemed effective upon receipt.


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


Section 29.           
Certain Matters Affecting the Agent.


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


(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;



    55 


     


    




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


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


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


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


Section 30.           
Termination and Resignation of Agent.


(a)              
The Agent may be terminated at any time upon ten days’ prior written notice from the Lead Securitization Note Holder. In
the event that the Agent is terminated pursuant to this Section 30, all of its rights and obligations under this Agreement shall
be terminated, other than any rights or obligations that accrued prior to the date of such termination.


(b)              
The Agent may resign at any time on ten 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. Starwood, as Initial Agent, may transfer
its rights and obligations to a Servicer, the Trustee or the Certificate Administrator, as successor Agent, at any time without the consent
of any Note Holder. Notwithstanding the foregoing, Note Holders hereby agree that, simultaneously with the closing of the Lead Securitization,
the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place
of Starwood without any further notice or other action. The termination or resignation of such Certificate Administrator, as Certificate
Administrator under the Lead Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator as Agent
under this Agreement.


Section 31.           
Resizing. Notwithstanding any other provision of this Agreement, for so long as BMO, Starwood or an affiliate thereof (any
of BMO, Starwood or any respective affiliate thereof, a “BMO/Starwood Entity”) is the owner of a Note or a portion
thereof that has not been sold pursuant to a Securitization (such Note or portion thereof, the “Owned Note”), such
BMO/Starwood Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to
execute amended and restated notes or additional notes (in either case, “New Notes”) reallocating the principal of
the Owned Note to such New Notes; or severing the Owned Note into one or more further “component” notes in the aggregate principal
amount equal to the then outstanding principal balance of the Owned Note, provided that:



    56 


     


    




(i)        the
aggregate principal balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of the Owned
Note prior to such amendments,


(ii)        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 prepaymentand
such reallocated or component notes shall be automatically subject to the terms of this Agreement,


(iv)        the
BMO/Starwood Entity holding the New Notes shall notify the Lead Securitization Note Holder, the Master Servicer, the Special Servicer,
the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts, and


(v)        the
execution of such amendments and New Notes does not violate the Servicing Standard.


If the Lead Securitization
Note Holder so requests, the BMO/Starwood Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation
of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications
pursuant to the Lead Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of
its holder and the consent of the holder of each other Note. In connection with the foregoing (provided the conditions set forth in clauses
(i) through (v) above are satisfied, with respect to clauses (i) through (iv), as certified by the BMO/Starwood
Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed to execute amendments
to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable, solely for the purpose
of reflecting such reallocation of principal. If more than one New Note is created hereunder, for purposes of exercising the rights of
the Non-Controlling Note Holder hereunder, the “Non-Controlling Note Holder” of such New Notes shall be as provided in the
definition of such term in this Agreement.


Section 32.           
Statement of Intent. 


OHS Tax to review: The Agent
and each Noteholder intend that the Notes be classified and maintained as a grantor trust under subpart E, part I of subchapter J of chapter
1 of the Code that is a fixed investment trust within the meaning of Treasury Regulation §301.7701-4(c), and the parties shall not
take any action inconsistent with such classification. It is neither the purpose nor the intent of this Agreement to create a partnership,
joint venture, “taxable mortgage pool” or association taxable as a corporation among the parties. 


[SIGNATURE PAGE FOLLOWS]




    57 


     


    

IN WITNESS WHEREOF, the Initial
Agent and 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 Agent
	 	 
	 	 By:  	/s/ Michael S. Birajiclian
	 	 	Name:  	Michael S. Birajiclian
	 	 	Title: 	Authorized Signatory
	 	 	 	 


 






 


	 	BANK OF MONTREAL, as Initial Note A-1 Holder
	 	 
	 	 By:  	/s/ Michael S. Birajiclian
	 	 	Name:  	Michael S. Birajiclian
	 	 	Title: 	Authorized Signatory
	 	 	 	 


 






 


	 	BANK OF MONTREAL,
as Initial Note A-2 Holder
	 	 
	 	 By:  	/s/ Michael S. Birajiclian
	 	 	Name:  	Michael S. Birajiclian
	 	 	Title: 	Authorized Signatory
	 	 	 	 


 






 


	 	BANK OF MONTREAL, as Initial Note A-4 Holder
	 	 
	 	 By:  	/s/ Michael S. Birajiclian
	 	 	Name:  	Michael S. Birajiclian
	 	 	Title: 	Authorized Signatory
	 	 	 	 


 


[Signatures continue on
following page]




    (Co-Lender Agreement -AMF Portfolio)


     


    

 


	 	BANK OF MONTREAL,
as Initial Note A-6 Holder
	 	 
	 	 By:  	/s/ Michael S. Birajiclian
	 	 	Name:  	Michael S. Birajiclian
	 	 	Title: 	Authorized Signatory
	 	 	 	 


 






 


	 	BANK OF MONTREAL,
as Initial Note A-8 Holder
	 	 
	 	 By:  	/s/ Michael S. Birajiclian
	 	 	Name:  	Michael S. Birajiclian
	 	 	Title: 	Authorized Signatory
	 	 	 	 


 






 


	 	BANK OF MONTREAL, as Initial Note A-10 Holder
	 	 
	 	 By:  	/s/ Michael S. Birajiclian
	 	 	Name:  	Michael S. Birajiclian
	 	 	Title: 	Authorized Signatory
	 	 	 	 


 



 


[Signatures continue on following page]




    (Co-Lender Agreement -AMF Portfolio)


     


    

 


	 	STARWOOD MORTGAGE
CAPITAL LLC, a Delaware limited liability company, as Initial Note A-3 Holder
	 	 
	 	 By:  	/s/ Grace Y. Chiang
	 	 	Name:  	Grace Y. Chiang
	 	 	Title: 	Senior Vice President
	 	 	 	 


 






 


	 	STARWOOD MORTGAGE
CAPITAL LLC, a Delaware limited liability company, as Initial Note A-5 Holder
	 	 
	 	 By:  	/s/ Grace Y. Chiang
	 	 	Name:  	Grace Y. Chiang
	 	 	Title: 	Senior Vice President
	 	 	 	 


 






 


	 	STARWOOD MORTGAGE
CAPITAL LLC, a Delaware limited liability company, as Initial Note A-7 Holder
	 	 
	 	 By:  	/s/ Grace Y. Chiang
	 	 	Name:  	Grace Y. Chiang
	 	 	Title: 	Senior Vice President
	 	 	 	 


 






 


	 	STARWOOD MORTGAGE
CAPITAL LLC, a Delaware limited liability company, as Initial Note A-9 Holder
	 	 
	 	 By:  	/s/ Grace Y. Chiang
	 	 	Name:  	Grace Y. Chiang
	 	 	Title: 	Senior Vice President
	 	 	 	 


 

 





    (Co-Lender Agreement -AMF Portfolio)


     


    

EXHIBIT A


MORTGAGE LOAN SCHEDULE





Description of Mortgage Loan


	Mortgage Loan Borrower:	The entities set forth on Schedule I to the Mortgage Loan Agreement
	Date of Mortgage Loan:	October 29, 2021
	Date of Notes:	October 29, 2021
	Original Principal Amount of Mortgage Loan:	$172,000,000,000
	Principal Amount of Mortgage Loan as of the date hereof:	$172,000,00,000
	Initial Note A-1 Principal Balance:	$32,000,000
	Initial Note A-2 Principal Balance:	$32,000,000
	Initial Note A-3 Principal Balance:	$24,000,000
	Initial Note A-4 Principal Balance:	$24,000,000
	Initial Note A-5 Principal Balance:	$20,000,000
	Initial Note A-6 Principal Balance:	$20,000,000
	Initial Note A-7 Principal Balance:	$5,000,000
	Initial Note A-8 Principal Balance:	$5,000,000
	Initial Note A-9 Principal Balance:	$5,000,000
	Initial Note A-10 Principal Balance:	$5,000,000
	Location of Mortgaged Property:	As set forth on Schedule VI to the Mortgage Loan Agreement




    A-1 


     


    

 


	Initial Maturity Date:	November 6, 2031


 




    A-2 


     


    

 


EXHIBIT B


1.       Initial Note A-1
Holder:


(Prior to Securitization of Note A-1):


BANK OF MONTREAL



Notice Address:

Bank of Montreal

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036


Attention: Mike 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


2.       Initial
Note A-2 Holder:


(Prior to Securitization of Note A-2):


BANK OF MONTREAL



Notice Address:

Bank of Montreal

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

Attention: Mike Birajiclian

Email: Michael.Birajiclian@bmo.com




    C-1 


     


    

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






3.       Initial Note A-3
Holder:


(Prior to Securitization of Note A-3):


STARWOOD MORTGAGE CAPITAL LLC



Notice Address:

Starwood Mortgage Capital LLC

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Attention: Ms. Leslie K. Fairbanks






4.       Initial Note A-4
Holder:


(Prior to Securitization of Note A-4):


BANK OF MONTREAL



Notice Address:

Bank of Montreal

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036


Attention: Mike 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








    C-2 


     


    

5.       Initial Note A-5
Holder:


(Prior to Securitization of Note A-5):


STARWOOD MORTGAGE CAPITAL LLC



Notice Address:

Starwood Mortgage Capital LLC

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Attention: Ms. Leslie K. Fairbanks


 


6.       Initial Note A-6 Holder:


(Prior to Securitization of Note A-6):


BANK OF MONTREAL



Notice Address:

Bank of Montreal

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036


Attention: Mike 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






7.       Initial Note A-7 Holder:


(Prior to Securitization of Note A-7):


STARWOOD MORTGAGE CAPITAL LLC



Notice Address:

Starwood Mortgage Capital LLC

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Attention: Ms. Leslie K. Fairbanks




    C-3 


     


    

 


8.       Initial Note A-8 Holder:


(Prior to Securitization of Note A-8):


BANK OF MONTREAL



Notice Address:

Bank of Montreal

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036


Attention: Mike 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






9.       Initial Note A-9 Holder:


(Prior to Securitization of Note A-9):


STARWOOD MORTGAGE CAPITAL LLC



Notice Address:

Starwood Mortgage Capital LLC

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Attention: Ms. Leslie K. Fairbanks


 




    C-4 


     


    

 


10.       Initial Note A-10 Holder:


(Prior to Securitization of Note A-10):


BANK OF MONTREAL



Notice Address:

Bank of Montreal

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036


Attention: Mike 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






 




    C-5 


     


    

EXHIBIT C


PERMITTED FUND MANAGERS


 


	1.	Apollo Global Real Estate
	2.	Archon Capital, L.P.
	3.	AREA Property Partners
	4.	BlackRock, Inc.
	5.	The Blackstone Group International Ltd.
	6.	Capital Trust, Inc.
	7.	Clarion Partners
	8.	Colony Capital, Inc.
	9.	DLJ Real Estate Capital Partners
	10.	Fortress Investment Group LLC
	11.	Garrison Investment Group
	12.	Goldman, Sachs & Co.
	13.	iStar Financial Inc.
	14.	J.E. Roberts Companies
	15.	Lend-Lease Real Estate Investments
	16.	LoanCore Capital
	17.	Lonestar Funds
	18.	Praedium Group
	19.	Raith Capital Partners, LLC
	20.	Rialto Capital Management, LLC
	21.	Rockpoint Group
	22.	Starwood Capital/Starwood Financial Trust
	23.	Torchlight Investors
	24.	Walton Street Capital, LLC
	25.	Westbrook Partners
	26.	WestRiver Capital
	27.	Whitehall Street Real Estate Fund, L.P.



 



    C-1