Exhibit
                                        4.10


 


EXECUTION VERSION 


 


 


AGREEMENT BETWEEN NOTE HOLDERS






Dated as of November 30, 2021





by and among






SOCIETE GENERALE FINANCIAL CORPORATION

(Initial Note A-1 Holder)


and


SOCIETE GENERALE FINANCIAL CORPORATION

(Initial Note A-2 Holder)


HAMILTON COMMONS


 




     


     


    

TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	Section 1	Definitions	2
	Section 2	Servicing of the Mortgage Loan	16
	Section 3	Priority of Payments	22
	Section 4	Workout	23
	Section 5	Administration of the Mortgage Loan	24
	Section 6	Rights of the Controlling Note Holder	29
	Section 7	Appointment of Special Servicer	31
	Section 8	Payment Procedure	32
	Section 9	Limitation on Liability of the Note Holders	33
	Section 10	Bankruptcy	33
	Section 11	Representations of the Note Holders	34
	Section 12	No Creation of a Partnership or Exclusive Purchase Right	34
	Section 13	Other Business Activities of the Note Holders	35
	Section 14	Sale of the Notes	35
	Section 15	Registration of the Notes and Each Note Holder	38
	Section 16	Governing Law; Waiver of Jury Trial	38
	Section 17	Submission To Jurisdiction; Waivers	39
	Section 18	Modifications	39
	Section 19	Successors and Assigns; Third Party Beneficiaries	40
	Section 20	Counterparts	40
	Section 21	Captions	40
	Section 22	Severability	40
	Section 23	Entire Agreement	40
	Section 24	Withholding Taxes	40
	Section 25	Custody of Mortgage Loan Documents	41
	Section 26	Cooperation in Securitization	42
	Section 27	Notices	43
	Section 28	Broker	43
	Section 29	Certain Matters Affecting the Agent	43
	Section 30	Agency	44
	Section 31	Resignation of Agent	44
	Section 32	Resizing	44






 




    -i-


     


    

THIS AGREEMENT BETWEEN NOTE
HOLDERS (“Agreement”), dated as of November 30, 2021 by and among Societe Generale Financial Corporation (“SGFC”
and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the “Initial
Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”) and SGFC (together
with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the “Initial Note A-2
Holder” and, together with the Initial Note A-1 Holder, the “Initial Note Holders”).


W I T N E S S E T H:


WHEREAS, pursuant to the
Mortgage Loan Agreement (as defined herein), SGFC 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 (collectively, the “Mortgage Loan Borrower”), which was evidenced, inter alia, by: (i)
one promissory note dated as of February 19, 2020 in the original principal amount of $39,000,000 (as amended, modified or supplemented,
the “Original Note A-1”) made by the Mortgage Loan Borrower in favor of SGFC and secured by a first mortgage (as
amended, modified or supplemented, the “Mortgage”) on certain real property located as described on the Mortgage Loan
Schedule and commonly known as “Hamilton Commons” (the “Mortgaged Property”); WHEREAS, SGFC and the Mortgage
Loan Borrower have agreed, pursuant to the Note Splitter Agreement, dated as of March 12, 2020, between such parties, to split the Original
Note into two promissory notes and the Mortgage Loan Borrower has executed and delivered to SGFC (i) one promissory note in the original
principal amount of $23,000,000 (as amended, modified or supplemented, “Note A-1”) made by the Mortgage Loan Borrower
in favor of the Initial Note A-1 Holder and (ii) one promissory note in the original principal amount of $16,000,000 (as amended,
modified or supplemented, “Note A-2” and together with Note A-1, the “Notes”) made by
the Mortgage Loan Borrower in favor of the Initial Note A-2 Holder.


WHEREAS, the Initial Note A-1
Holder intends to sell, transfer and assign its right, title and interest in and to Note A-1 to Barclays Commercial Mortgage Securities
LLC (“Depositor”), as depositor, pursuant to a Mortgage Loan Purchase Agreement to be dated as of November 30, 2021,
by and between Depositor, as purchaser, and SGFC in its capacity as the Initial Note A-1 Holder, as seller, and Depositor intends
to transfer its right, title and interest in and to Note A-1 to Wells Fargo Bank, National Association, as trustee for the BBCMS
2021-C12 Trust under a pooling and servicing agreement, dated as of November 1, 2021 (the “Note A-1 PSA”), among Depositor,
as depositor, KeyBank National, Association, as master servicer, LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association,
as trustee, Wells Fargo Bank, National Association, as certificate administrator, and Pentalpha Surveillance LLC, as operating advisor
and asset representations reviewer;


WHEREAS, the Initial Note A-2
Holder intends, but is not bound, to sell, transfer and assign all or a portion of its respective right, title and interest in and to
Note A-2, to a depositor who will in turn transfer the same to a trust as part of the securitization of one or more mortgage loans;
and




     


     


    

WHEREAS, the Initial Note
Holders desire to enter into this Agreement to memorialize the terms under which they, and their successors and assigns, shall hold their
respective Notes;


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


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


“Acceptable Insurance
Default” shall have the meaning set forth in the Lead Securitization Servicing Agreement.


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


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


“Agent Office”
shall mean the designated office of the Agent, which office at the date of this Agreement is located at Societe Generale Financial Corporation,
245 Park Avenue, New York, New York 10167, Attention: Jim Barnard, Facsimile number: (212) 278-2074, Email address: Jim.Barnard@sgcib.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 Agreement between Note Holders, any exhibits and schedules hereto and all amendments hereof and thereof and supplements
hereto and thereto.


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


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


“BBCMS 2021-C12
PSA” shall have the meaning assigned to such term in the preamble to this Agreement.


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


“CDO Asset Manager”
with respect to any Securitization Vehicle that is a CDO, shall mean the entity that is responsible for managing or administering a Note
as an underlying asset of such Securitization Vehicle or, if applicable, as an asset of any Intervening Trust Vehicle




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(including, without limitation, the right to
exercise any consent and control rights available to the holder of such Note).


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


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


“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.


“Controlling Note
Holder” shall mean the Note A-1 Holder; provided that at any time Note A-1 is included in a Securitization,
references to the “Controlling Note Holder” herein shall mean the holders of the majority of the class of securities issued
in such Securitization designated as the “controlling class” or such other class(es) otherwise assigned the rights to exercise
the rights of the “Controlling Note Holder” hereunder, as and to the extent provided in the related Securitization Servicing
Agreement.


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


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


“Depositor”
shall mean (i) with respect to the Note A-1 Securitization, Barclays Commercial Mortgage Securities Trust LLC and (ii) with respect
to the Note A-2 Securitization, the depositor under the Note A-2 PSA.


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


“First Securitization”
shall mean the Note A-1 Securitization.


“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.




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


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


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


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


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


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


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


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


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




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“Lead Securitization”
shall mean (a) if the First Securitization is also the Note A- 1 Securitization, such First Securitization and (b) if the First Securitization
is not also the Note A-1 Securitization, then (i) for the period from the closing date of the First Securitization until the Note A-1
Securitization Date, the First Securitization and (ii) on and after the Note A-1 Securitization Date, the Note A-1 Securitization.


“Lead Securitization
Controlling Class Representative” shall mean the “Controlling Class Representative” as defined in the Lead Securitization
Servicing Agreement.


“Lead Securitization
Note” shall mean (a) during the period from and after the Securitization of any Note but prior to the Note A-1 Securitization
Date, the Note(s) to be contributed to the First Securitization; and (b) on and after the Note A-1 Securitization Date, Note A-1.


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


“Lead Securitization
Servicing Agreement” shall mean as of any date of determination, the pooling and servicing agreement that governs the Securitization
that is then the Lead Securitization; provided, that during any period that the Mortgage Loan is no longer subject to the provisions of
the Lead Securitization Servicing Agreement, the “Lead Securitization Servicing Agreement” shall be determined in accordance
with the second paragraph of Section 2(a).


“Lead Securitization
Trust” shall mean during the period from and after the Note A-1 Securitization Date, the trust established under the Note A-1
PSA in connection with the Note A-1 Securitization.


“Loan Combination
Custodial Account” shall mean the “Companion Distribution Account” or similar term for such account as defined in
the Lead Securitization Servicing Agreement.


“Major Decisions”
shall have the meaning given to such term or one or more analogous terms in the Lead Securitization Servicing Agreement; provided that
at any time none of the Notes are included in a 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 discounted payoffs) of the Mortgage Loan or
any extension of the maturity date of the Mortgage Loan;




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(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 Securitization Servicing Agreement);


(v)           
any determination to bring the Mortgaged Properties or an REO Property into compliance with applicable environmental laws or to
otherwise address any Hazardous Materials (as defined in the Lead Securitization Servicing Agreement) located at any of the Mortgaged
Properties 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 the Mortgaged Properties 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 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 pursuant to the specific terms of such Mortgage Loan and for which there is no lender discretion;




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(xiii)           
 any determination of an Acceptable Insurance Default;


(xiv)           
any determination by the Master Servicer to transfer the Mortgage Loan to the Special Servicer due to a default under the Mortgage
Loan Documents that (a) is reasonably foreseeable, (b) will materially impair the value of the corresponding Mortgaged Properties
as security for the Mortgage Loan or Serviced Pari Passu Companion Loan(s) or otherwise materially or adversely affect the interest of
certificateholders (or the related holder(s) Serviced Pari Passu Companion Loan), and (iii) is likely to continue unremedied for
the applicable cure period under the terms of the Mortgage Loan Documents, or if no cure period is specified and the default is capable
of being cured, for the time period specified in the Lead Securitization Servicing Agreement applicable to such circumstances; or


(xv)           
any modification, waiver or amendment of any lease, the execution of any new lease or the granting of a subordination and nondisturbance
or attornment agreement in connection with any lease, at the Mortgaged Properties if (a) the lease involves a ground lease or lease of
an outparcel or affects an area greater than or equal to the lesser of (1) 30% of the net rentable area of the improvements at any of
the Mortgaged Properties and (2) 30,000 square feet of the improvements at any of the Mortgaged Properties and (b) either approval of
such transaction by the Master Servicer is not expressly permitted under the Lead Securitization Servicing Agreement or the Mortgage Loan
is a Specially Serviced Mortgage Loan.


“Master Servicer”
shall mean the master servicer appointed as provided in the Lead Securitization Servicing Agreement and any successor thereunder.


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


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


“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 February 19, 2020, between Hamilton Commons TEI Equities LLC, Hamilton Commons Lady Tree LLC,
Hamilton Commons Pinehurst LLC, Hamilton Commons Brooks LLC, Hamilton Commons Investor 1 LLC, Hamilton Commons Investor 2 LLC, Hamilton
Commons 2100 Indiana LLC, Hamilton Commons 8000 Jarvis LLC, Hamilton Commons 8100 Jarvis LLC and Hamilton Commons Taylor Square LLC, as
tenants in common, collectively as Borrower, and SGFC, as Lender (as may be amended, restated, supplemented or otherwise modified from
time to time, subject to the terms hereof).




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


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


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


“Non-Controlling
Note Holder” shall mean the Note A-2 Holder; provided that at any time Note A-2 is included in a Securitization,
references to the “Non-Controlling Note Holder” herein shall mean the Directing Certificateholder or any other party assigned
the rights to exercise the rights of the “Non-Controlling Note Holder” hereunder, as and to the extent provided in the related
Securitization Servicing Agreement and as to the identity of which the 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 each “Non-Controlling
Note Holder” herein or under the Lead Securitization Servicing Agreement and, (x) to the extent that the related Securitization
Servicing Agreement assigns such rights to more than one party or (y) to the extent any Note is split into two or more New Notes pursuant
to Section 32, for purposes of this Agreement, the applicable Securitization Servicing Agreement or the holders of such New
Notes shall designate one party to deal with the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting
on its behalf) and provide written notice of such designation to the Lead Securitization Note Holder (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 any Non-Lead Securitization Note Holder (or the Non-Lead Master
Servicer or another party acting on its behalf), the Initial Note A-2 Holder.


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


“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




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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” under each Non-Lead Securitization
Servicing Agreement.


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


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


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


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


“Non-Lead Securitization
Servicing Agreement” shall mean, after the Note A-1 Securitization Date, the Note A-2 PSA.


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


“Non-Lead Trustee”
shall mean the “trustee” under the Non-Lead Securitization 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 Master
Servicer” shall mean the master servicer under the Note A-1 PSA.


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




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


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


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


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


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


“Note A-1 Trust
Fund” shall mean the trust formed pursuant to the Note A-1 & Note A-2 PSA.


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


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


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


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


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


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


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


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


“Note A-2 Trust
Fund” shall mean the trust formed pursuant to the Note A-2 & Note A-2 PSA.


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




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


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


“Note Principal
Balance” shall mean each of the Note A-1 Principal Balance and the Note A-2 Principal Balance.


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


“Notes”
shall mean, collectively, Note A-1 and Note A-2.


“Operating Advisor”
shall mean the “trust advisor”, “operating advisor” or other analogous term and its successor in interest, or
any successor appointed as provided in the Lead Securitization Servicing Agreement.


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


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


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


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


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


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




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“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 above) by any of the Initial Note Holders, or


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


(c)              
one or more of the following:


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


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


(iii)           
a Qualified Trustee in connection with (a) a securitization of, (b) the creation of collateralized debt obligations (“CDO”),
including collateralized loan obligations, 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 CDO, the special servicer of such Securitization Vehicle has a Required Special Servicer Rating
or is otherwise acceptable to the Rating Agencies rating each Securitization (such entity, an “Approved Servicer”)
and such Approved Servicer is required to service and administer such Note or any interest therein in accordance with servicing arrangements
for the assets held by the Securitization Vehicle which require that such Approved Servicer act in accordance with a servicing standard
notwithstanding any contrary direction or instruction from any other Person; or (3) in the case of a Securitization Vehicle that
is a CDO, the CDO Asset Manager




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and, if applicable, each Intervening Trust
Vehicle that is not administered and managed by a CDO Asset Manager which is a Qualified Institutional Lender, are each a Qualified Institutional
Lender under clauses (i), (ii), (iv) or (v) of this definition, or


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


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


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


(d)              
any entity Controlled by any of the entities described in clause (b) above or approved by the Rating Agencies hereunder as
a Qualified Institutional Lender for purposes of this Agreement.


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


“Rating Agencies”
shall mean DBRS Morningstar, Fitch, KBRA, Moody’s and S&P and their respective successors in interest or, if any of such entities
shall for any reason no longer perform the functions of a securities rating agency, any other nationally recognized statistical rating
agency reasonably designated by any Note Holder to rate the securities issued in




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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 Securitization Servicing
Agreement or Non-Lead Securitization Servicing Agreement, as applicable, including any deemed Rating Agency Confirmation.


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


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


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


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




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downgrade or withdrawal) of securities in a
transaction serviced by such special servicer prior to the time of determination.


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


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


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


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


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


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


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization pursuant to which Note A-1 or Note A-2 is held.


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


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


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


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


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


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




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“Special Servicer”
shall mean the special servicer or its successor in interest, or any successor appointed as provided in the Lead Securitization Servicing
Agreement.


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


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


“Trustee”
shall mean the trustee or its successor in interest, or any successor Trustee appointed as provided in the Lead Securitization Servicing
Agreement.


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


Section 2.               
Servicing of the Mortgage Loan.


(a)              
Each Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from
and after the First Securitization pursuant to the Lead Securitization Servicing Agreement and after the Note A-1 Securitization
Date by the Note A-1 Master Servicer and the Note A-1 Special Servicer pursuant to the terms of this Agreement and the terms
of the Note A-1 PSA, 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 Properties and maintenance and enforcement of the lien of the Mortgage thereon, subject to the terms of the Lead Securitization
Servicing Agreement. Each Note Holder acknowledges that any other Note Holder may elect, in its sole discretion, to include its Note in
a Securitization and agrees that it will, subject to Section 26, reasonably cooperate with such other Note Holder, at such
other Note Holder’s expense, to effect such Securitization. Subject to the terms and conditions of this Agreement, each Note Holder
hereby irrevocably and unconditionally consents to the appointment of the Master Servicer and the Trustee under the Lead Securitization
Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Controlling Note Holder and agrees to reasonably
cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the
Lead Securitization Servicing Agreement. Each Note Holder hereby appoints the Master Servicer, the Special Servicer and the Trustee in
the Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration
and servicing of the Mortgage Loan on its behalf under the Lead Securitization Servicing




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Agreement (subject at all times to the
rights of the Note Holder set forth herein and in the Lead Securitization Servicing Agreement). In no event shall the Lead Securitization
Servicing Agreement require the Servicer to enforce the rights of any Note Holder or limit the Servicer in enforcing the rights of one
Note Holder against 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 Securitization Servicing Agreement to service
the Mortgage Loan in accordance with the Servicing Standard, the terms of the Mortgage Loan Documents, the Lead Securitization Servicing
Agreement and applicable law, and shall not take any action or refrain from taking any action or follow any direction inconsistent with
the foregoing.


If, at any time that the
Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, the Note Holders agree to cause the
Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note Holders, pursuant to a servicing
agreement that has servicing terms substantially similar to the Lead Securitization Servicing Agreement and all references herein to the
“Lead Securitization Servicing Agreement” shall mean such subsequent servicing agreement; provided, however,
that if a Non-Lead Securitization Note is in a Securitization, then a written confirmation shall have been obtained from each Rating Agency
that the appointment of the servicer(s) pursuant to such servicing agreement would not, in and of itself, cause a downgrade, qualification
or withdrawal of the then-current ratings assigned to the securities issued in connection with such Securitization; provided, further,
however, that until a replacement servicing agreement has been entered into, the Lead Securitization Note Holder shall cause the Mortgage
Loan to be serviced pursuant to the provisions of the Lead Securitization Servicing Agreement as if such agreement were 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 Securitization Servicing Agreement.


(b)              
The Master Servicer shall be the lead master servicer on the Mortgage Loan, and from time to time it (or the Trustee, to the extent
provided in the Lead Securitization Servicing Agreement) shall make the following advances, subject to the terms of the Lead Securitization
Servicing Agreement and this Agreement: (i) Servicing Advances on the Mortgage Loan and (ii) P&I Advances on the Lead Securitization
Note. The Master Servicer, the Special Servicer and the Trustee, as applicable, will be entitled to reimbursement for a Servicing Advance,
first from funds on deposit in the Collection Account (as defined in the Lead Securitization Servicing Agreement) and/or the Loan
Combination Custodial 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 Loan Combination Custodial Account
are insufficient, from general collections of the Lead Securitization as provided in the Lead Securitization Servicing Agreement and from
general collections of each Non-Lead Securitization as provided below. The Master Servicer, the Special Servicer and the Trustee, as applicable,
will be entitled to reimbursement for advance interest on a Servicing Advance or a Nonrecoverable Servicing Advance, in the manner and
from the sources provided in the Lead Securitization Servicing Agreement, including from general collections of the Lead Securitization
and, in the case of Servicing Advances, from general collections of each Non-Lead Securitization as provided below. Notwithstanding the
foregoing, to the extent the Master Servicer, the Special Servicer or the




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Trustee, as applicable, obtains funds from
general collections of the Lead Securitization as a reimbursement for a Nonrecoverable Servicing Advance or any advance interest on a
Servicing Advance or a Nonrecoverable Servicing Advance, the Non-Lead Securitization Note Holders (including any Securitization Trust
into which a Non-Lead Securitization Note is deposited) shall be required to, promptly following notice from the Master Servicer, reimburse
the Lead Securitization for its pro rata share of such Nonrecoverable Servicing Advance or advance interest.


In addition, each Non-Lead
Securitization Note Holder (including, but not limited to, any Securitization Trust into which a Non-Lead Securitization Note is deposited)
shall be required to, promptly following notice from the Master Servicer, 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 Securitization Servicing Agreement, to the
extent amounts on deposit in the “Loan Combination Custodial Account” that are allocated to such 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 Securitization Note
Holder agrees to indemnify (as and to the same extent the Lead Securitization Trust is required to indemnify each of the following parties
in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of the Lead Securitization Servicing Agreement)
each of the Depositor under the Lead Securitization Servicing Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee (and any director, officer, employee or agent of any of the
foregoing, to the extent such parties are identified as indemnified parties in the Lead Securitization Servicing Agreement in respect
of other mortgage loans) (the “Indemnified Parties”) against any claims, losses, penalties, fines, forfeitures, legal
fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with servicing and administration
of the Mortgage Loan (or, with respect to the Operating Advisor, incurred in connection with the provision of services for the Mortgage
Loan) under the Lead Securitization Servicing Agreement (collectively, the “Indemnified Items”) to the extent of its
pro rata share of such Indemnified Items, and to the extent amounts on deposit in the “Loan Combination Custodial Account”
are insufficient for reimbursement of such amounts, each Non-Lead Securitization Note Holder shall be required to, promptly following
notice from the Master Servicer, reimburse each of the applicable Indemnified Parties for its pro rata share of the insufficiency;
provided, however, that the Non-Lead Securitization Note Holder’s duty to pay Indemnified Items to the Operating Advisor shall be
subject to any limitations and conditions (including limitations and conditions with respect to the timing of such payments and the sources
of funds for such payments) as may be set forth from time to time in the Non-Lead Securitization Servicing Agreement.


Each Non-Lead Master
Servicer may be required to make P&I Advances on the respective Non-Lead Securitization Note, from time to time, subject to the terms
of the related Non-Lead Securitization Servicing Agreement, the Lead Securitization Servicing Agreement and this Agreement. The Master
Servicer, the Special Servicer and the Trustee, as applicable,




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shall be entitled to make their own recoverability
determinations with respect to a P&I Advance to be made on the Lead Securitization Note based on the information that they have on
hand and in accordance with the Lead Securitization Servicing Agreement. Each Non-Lead Master Servicer, Non-Lead Special Servicer
or Non-Lead Trustee under a Non-Lead Securitization Servicing Agreement, as applicable, shall be entitled to make its own recoverability
determination with respect to a P&I Advance to be made on the related Non-Lead Securitization Note based on the information that they
have on hand and in accordance with the related Non-Lead Securitization Servicing Agreement. The Master Servicer and the Trustee, as applicable,
and each Non-Lead Master Servicer or each Non-Lead Trustee, 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 the Trustee, as applicable
(with respect to the Lead Securitization Note) or a Non-Lead Master Servicer, a Non-Lead Special Servicer or a Non-Lead Trustee, as applicable
(with respect to a Non-Lead Securitization Note), determines that a proposed P&I Advance, if made, would be non-recoverable or an
outstanding P&I Advance is or would be non-recoverable, or if the Master Servicer, the Special Servicer or the Trustee, as applicable,
subsequently determines that a proposed Servicing Advance would be non-recoverable or an outstanding Servicing Advance is or would be
non-recoverable, then the Master Servicer or the Trustee (as provided in the Lead Securitization Servicing Agreement, in the case of a
determination of non-recoverability by the Master Servicer, the Special Servicer or the Trustee) or a Non-Lead Master Servicer or a Non-Lead
Trustee (as provided in a Non-Lead Securitization Servicing Agreement, in the case of the a determination of non-recoverability by a Non-Lead
Master Servicer, a Non-Lead Special Servicer or a Non-Lead Trustee) shall notify the Master Servicer and the Trustee, or each Non-Lead
Master Servicer and each Non-Lead Trustee, as the case may be, of such other Securitization within one business day of making such determination.
Each of the Master Servicer and the Trustee, each Non-Lead Master Servicer and each 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 Loan Combination
Custodial Account from amounts allocable to the Note for which such P&I Advance was made, and then, if funds are insufficient,
(i) in the case of the Lead Securitization Note, from general collections of the Lead Securitization Trust, pursuant to the terms of the
Lead Securitization Servicing Agreement and (ii) in the case of a Non-Lead Securitization Note, from general collections of the related
Securitization Trust, as and to the extent provided in the related Non-Lead Securitization Servicing Agreement.


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


(i)           
the Non-Lead Securitization Note Holder shall be responsible for its pro rata share of any Nonrecoverable 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, 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, (i) the related Non-Lead Master Servicer will be required to, promptly following notice from the Master
Servicer,




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reimburse the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor or the Trustee, as applicable, out of general funds in the collection account
(or equivalent account) established under such Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization Note Holder’s
pro rata share of any such 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 Properties), and (ii) if the Lead Securitization Servicing Agreement permits the Master Servicer,
the Special Servicer, the Certificate Administrator, the Operating Advisor 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, reimburse the Lead Securitization Trust out of general funds in the collection account (or equivalent account) established
under such Non-Lead Securitization Servicing Agreement for such Non-Lead Securitization Note Holder’s pro rata share of any
such 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 Properties);


(ii)           
each of the Indemnified Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required to indemnify
each of such Indemnified Parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of Lead Securitization
Servicing Agreement) by the Securitization Trust holding such Non-Lead Securitization Note, against any of the Indemnified Items to the
extent of its pro rata share of such Indemnified Items, and to the extent amounts on deposit in the “Loan Combination Custodial
Account” that are allocated to such 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 Securitization Servicing
Agreement; provided, however, that such Non-Lead Securitization Servicing Agreement may include limitations and conditions on the payment
or reimbursement of Indemnified Items to the Operating Advisor (including limitations and conditions with respect to the timing of such
payments or reimbursements and the sources of funds for such payments or reimbursements).


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




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identity of such Non-Lead Master Servicer
or the party designated to exercise the rights of the “Non-Controlling Note Holder” with respect to such Non-Lead Securitization
Note under this Agreement (together with the relevant contact information);


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


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


(d)              
Following the Securitization of one Note but prior to the Securitization of any other particular Note (including any New Note),
all notices, reports, information or other deliverables required to be delivered to a Note Holder pursuant to this Agreement by the Lead
Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) only need to be delivered to the related
Note Holder (or its Note Holder Representative) and, when so delivered to such Note Holder (or Note Holder Representative, as applicable),
the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied
its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement. Following the Securitization
of any Note (including any New Note), as applicable, all notices, reports, information or other deliverables required to be delivered
to a Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Securitization Note Holder (or
the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the master servicer and the special servicer with
respect to such Securitization (who then may forward such items to the party entitled to receive such items as and to the extent provided
in the related Securitization Servicing Agreement or with respect to a Note that has not been securitized, the related Note Holder) and,
when so delivered to such master servicer and the special servicer, the Lead Securitization Note Holder (or the Master Servicer or the
Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder
or under the Lead Securitization Servicing Agreement.


(e)              
In the event any filing is required to be made by a Non-Lead Depositor under the Lead Securitization Servicing Agreement in order
to comply with such Non-Lead Depositor’s requirements under the Securities Exchange Act of 1934, as amended, the related Lead Securitization
Note Holder (including the related Lead Depositor and Lead Trustee) shall use commercially reasonable efforts to timely comply with any
such filing.


(f)               
Each Non-Lead Securitization Note Holder shall give each of the parties to the Note A-1 PSA, (that will not also be a party
to the related Non-Lead Securitization Servicing Agreement), as applicable, notice of the related Securitization in writing (which may
be by e-mail) not less than five (5) Business Days subsequent to the related Securitization Date. Such notice shall contain contact information
for each of the parties to such Non-Lead Securitization Servicing Agreement.




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(g)              
 The Lead Securitization Servicing Agreement shall provide that compensating interest payments as defined therein with respect
to the Notes will be allocated by the Master Servicer among each Note, pro rata, in accordance with their respective principal
amounts. The Master Servicer shall remit any compensating interest payment in respect of a Non-Lead Securitization Note to the related
Non-Lead Securitization Note Holder.


(h)              
The Lead Securitization Servicing Agreement shall provide that (i) customary CREFC® reports related to the
Mortgage Loan and Mortgaged Properties are required to be made available to each Non-Lead Securitization Note Holder in order to permit
the related Non-Lead Master Servicer, Non-Lead Special Servicer or Non-Lead Trustee to comply in a timely manner with their
respective reporting obligations under the Lead Securitization Servicing Agreement, (ii) in connection with (x) any amendment
of the Lead Securitization Servicing Agreement, a party to the Lead Securitization Servicing Agreement is required to provide a copy of
the executed amendment to each Non-Lead Depositor and one or more parties to the Non-Lead Securitization Servicing Agreement (which
may be by email), together with a copy of such amendment in EDGAR compatible format, no later than the effective date of such amendment,
and (y) the termination, resignation and/or replacement of the Master Servicer or Special Servicer, such replacement Master Servicer
or Special Servicer, as applicable, is required to provide all disclosure about itself that is required to be included in Form 8-K
no later than the date of effectiveness thereof, (iii) each Non-Lead Securitization Note Holder is an intended third-party
beneficiary of the rights under the Lead Securitization Servicing Agreement to the extent such rights affect the related Non-Lead
Securitization Note or the Non-Lead Securitization Note Holder, (iv) it shall not be amended in any manner that materially and
adversely (or words of similar import) affects a Non-Lead Securitization Note Holder without the consent of such party, (v) if
a Non-Lead Securitization Note becomes the subject of an “Asset Review” (or such similar term, as defined in the related
Non-Lead Securitization Servicing Agreement), the applicable parties to the Lead Securitization Servicing Agreement are required to
reasonably cooperate with such Non-Lead Asset Representations Reviewer or other applicable party to such Non-Lead Securitization
Servicing Agreement in connection with such Asset Review (or a substantially similar provision), including with respect to providing access
to related underlying documents.


Section 3.               
Priority of Payments. Each Note shall be of equal priority, and no portion of any Note shall have priority or preference
over any portion of any other Note or security therefor. All amounts tendered by the Mortgage Loan Borrower or otherwise available for
payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Properties 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 Properties 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 Securitization Servicing Agreement and (y) all amounts that are then due, payable or




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reimbursable (except for (i) any P&I Advances
(and interest thereon) made with respect to each Note which may only be reimbursed out of payments and collections allocable to each Note,
as applicable and (ii) any Servicing Fees due to the Master Servicer in excess of a Non-Lead Securitization Note’s pro rata
share of that portion of such Servicing Fees calculated at the “primary servicing fee rate” applicable to the Mortgage Loan
as set forth in the Lead Securitization Servicing Agreement) to any Servicer, with respect to the Mortgage Loan pursuant to the Lead Securitization
Servicing Agreement (including without limitation, any additional trust fund expenses under the Lead Securitization Servicing Agreement
relating to the Mortgage Loan (but subject to second paragraph of Section 5(d) hereof) reimbursable to, or payable by, such
parties and any Special Servicing Fees, Liquidation Fees, Workout Fees, Default Charges (to the extent provided in the immediately following
paragraph) and any other additional compensation payable pursuant to the Lead Securitization Servicing Agreement), shall be applied by
the Lead Securitization Note Holder (or its designee) to the Notes on a Pro Rata and Pari Passu Basis.


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


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






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Section 5.               
Administration of the Mortgage Loan.


(a)              
Subject to this Agreement (including but not limited to Section 5(c)) and the Lead Securitization Servicing Agreement
and subject to the rights and consents, where required, of the Controlling Note Holder Representative, the Lead Securitization Note Holder
(or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) shall have the sole
and exclusive authority with respect to the administration of, and exercise of rights and remedies with respect to, the Mortgage Loan,
including, without limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan Documents or consent to any
action or failure to act by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents, call or waive any Event of Default,
accelerate the Mortgage Loan or institute any foreclosure action or other remedy, and no Non-Lead Securitization Note Holder shall have
voting, consent or other rights whatsoever except as explicitly set forth herein with respect to the Lead Securitization Note Holder’s
administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan. Subject to this Agreement and the Lead Securitization
Servicing Agreement, each Non-Lead Securitization Note Holder agrees that it shall have no right to, and hereby presently and irrevocably
assigns and conveys to the Note A-1 Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead
Securitization Note Holder from and after the Note A-1 Securitization Date) the rights, if any, that such Note Holder has prior to the
Note A-1 Securitization Date to, and each Non-Lead Securitization Note Holder hereby presently and irrevocably assigns and conveys to
the Note A-1 Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder
from and after the Note A-1 Securitization Date) the rights, if any, that such Note Holder has from and after the Note A-1 Securitization
Date, to, (i) call or cause the Lead Securitization Note Holder to call an Event of Default under the Mortgage Loan, or (ii) exercise
any remedies with respect to the Mortgage Loan or the Mortgage Loan Borrower, including, without limitation, filing or causing the Lead
Securitization Note Holder to file any bankruptcy petition against the Mortgage Loan Borrower. The Lead Securitization Note Holder (or
the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) shall not have any fiduciary
duty to any Non-Lead Securitization Note Holder in connection with the administration of the Mortgage Loan (but the foregoing shall not
relieve the Lead Securitization Note Holder from the obligation to make any disbursement of funds as set forth herein or its obligation
to follow the Servicing Standard (in the case of the Master Servicer or the Special Servicer) or any liability for failure to do so).


Each Note Holder hereby
acknowledges the right and obligation of the Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead Securitization
Note Holder) upon the Mortgage Loan becoming a Defaulted Mortgage Loan, to sell the Notes together as notes evidencing one whole loan
in accordance with the terms of the Lead Securitization Servicing Agreement. In connection with any such sale, the Special Servicer shall
be required to sell the Notes together as notes evidencing one whole loan and shall require that all offers be submitted to the Certificate
Administrator or Special Servicer, as applicable, in accordance with the terms of the Lead Securitization Servicing Agreement in writing.
Whether any cash offer constitutes a fair price for the Mortgage Loan shall be determined by the Trustee or Special Servicer, as applicable,
in accordance with the terms of the Lead Securitization Servicing Agreement; provided, that no offer from an Interested Person shall constitute
a fair




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price unless (i) it is the highest offer
received and (ii) at least two bona fide other offers are received from independent third parties. In determining whether any offer received
represents a fair price for the Mortgage Loan, the Trustee shall be supplied with and shall rely on the most recent Appraisal or updated
Appraisal conducted in accordance with the Lead Securitization Servicing Agreement within the preceding nine (9)-month period or, in the
absence of any such Appraisal, on a new Appraisal. The Trustee shall select the Appraiser conducting any such new Appraisal. In determining
whether any such offer constitutes a fair price for the Mortgage Loan, the Trustee shall instruct the Appraiser to take into account (in
addition to the results of any Appraisal or updated Appraisal that it may have obtained pursuant to the Lead Securitization Servicing
Agreement), as applicable, among other factors, the period and amount of any delinquency on the affected Mortgage Loan, the occupancy
level and physical condition of the related Mortgaged Properties and the state of the respective local economies. The Trustee may conclusively
rely on the opinion of an Independent appraiser or other Independent expert in real estate matters retained by the Trustee at the expense
of the Holders in connection with making such determination. Notwithstanding the foregoing, the Lead Securitization Note Holder (or the
Special Servicer acting on behalf of the Lead Securitization Note Holder) shall not be permitted to sell the Mortgage Loan without the
written consent of each Non-Lead Securitization Note Holder (unless 50% or more of Note A-1 or Note A-2, as applicable (or the
class of securities issued in the related 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) unless the Special Servicer has delivered to the Non- Lead Securitization
Note Holder: (a) at least fifteen (15) Business Days prior written notice of any decision to attempt to sell the Mortgage Loan; (b) at
least ten (10) days prior to the proposed sale date, a copy of each bid package (together with any amendments to such bid packages) received
by the Special Servicer in connection with any such proposed sale, (c) at least ten (10) days prior to the proposed sale date, a copy
of the most recent Appraisal for the Mortgage Loan, and any documents in the Servicing File requested by such Non-Lead Securitization
Note Holder and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors
and the related Directing Certificateholder (or other similar term)) prior to the proposed sale date, all information and other documents
being provided to other offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer in
connection with the proposed sale; provided that any majority holder of a Non-Lead Securitization Note or the related Directing Certificateholder
may waive any of the delivery or timing requirements set forth in this sentence. Subject to the foregoing, each of the Controlling Note
Holder, the Controlling Note Holder Representative, the Non-Controlling Note Holders and any Non-Controlling Note Holder Representative
shall be permitted to bid at any sale of the Mortgage Loan.


Each Note Holder (to
the extent it is not the same entity as the Lead Securitization Note Holder) hereby appoints the Lead Securitization Note Holder as its
agent, and grants to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and its proxy, for
the purpose of soliciting and accepting offers for and consummating the sale of its Note. Each Note Holder (to the extent it is not the
same entity as the Lead Securitization Note Holder) further agrees that, upon the request of the Lead Securitization Note Holder, such
Note Holder shall execute and deliver to or at the direction of Lead Securitization Note Holder such powers of attorney or other instruments
as the Lead Securitization Note Holder may reasonably




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request to better assure and evidence the
foregoing appointment and grant, in each case promptly following request, and shall deliver its original Note, endorsed in blank, to or
at the direction of the Lead Securitization Note Holder in connection with the consummation of any such sale.


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


(b)              
The administration of the Mortgage Loan shall be governed by this Agreement and the Lead Securitization Servicing Agreement. The
servicing of the Mortgage Loan shall be carried out by the Master Servicer and, if the Mortgage Loan is a Specially Serviced Mortgage
Loan (or to the extent otherwise provided in the Lead Securitization Servicing Agreement), by the Special Servicer, in each case pursuant
to the Lead Securitization Servicing Agreement. Notwithstanding anything to the contrary contained herein, in accordance with the Lead
Securitization Servicing Agreement, the Lead Securitization Note Holder shall cause the Master Servicer and the Special Servicer to service
and administer the Mortgage Loan in accordance with the Servicing Standard, taking into account the interests of each Note Holder. The
Note Holders agree that the servicing of the Mortgage Loan shall be subject to the terms of the Lead Securitization Servicing Agreement.
All rights and obligations of the Lead Securitization Note Holder described hereunder may be exercised by the Master Servicer, the Special
Servicer, the Certificate Administrator or the Trustee on behalf of the Lead Securitization Note Holder. The Lead Securitization Servicing
Agreement shall not be amended in any manner that may adversely affect any Non-Lead Securitization Note Holder in its capacity as a Non-Lead
Securitization Note Holder without such Non-Lead Securitization Note Holder’s prior written consent. Each Non-Lead Securitization
Note Holder (unless it is the same Person as or an Affiliate of the Mortgage Loan Borrower) shall be a third-party beneficiary to the
Lead Securitization Servicing Agreement with respect to its rights as specifically provided for therein.


(c)              
Notwithstanding the foregoing, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its
behalf) shall be required (i) to provide copies of any notice, information and report that it is required to provide to the Lead Securitization
Directing Certificateholder pursuant to the Lead Securitization Servicing




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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-Lead Securitization
Note Holder (or its related Note Holder Representative), within the same time frame it is required to provide to the Lead Securitization
Directing Certificateholder (for this purpose, without regard to whether such items are actually required to be provided to the Lead Securitization
Directing Certificateholder under the Lead Securitization Servicing Agreement due to the expiration of the Subordinate Control Period
or the Collective Consultation Period) and (ii) to consult with each Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative)
on a strictly non-binding basis, to the extent having received such notices, information and reports, each Non-Controlling Note Holder
(or its Non-Controlling Note Holder Representative) requests consultation with respect to any such Major Decisions or the implementation
of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended
by such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative); provided that after the expiration of
a period of ten (10) Business Days from the delivery to a Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative)
by the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) of written notice of a proposed
action, together with copies of the notice, information and report required to be provided to the Lead Securitization Directing Certificateholder,
the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall no longer be obligated
to consult with such Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative), whether or not such Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative) has responded within such ten (10) Business Day period (unless, the Lead
Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) proposes a new course of action that
is materially different from the action previously proposed, in which case such ten (10) Business Day period shall be deemed to begin
anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the consultation rights of each
Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) set forth in the immediately preceding sentence, the Lead
Securitization Note Holder (or Master Servicer or Special Servicer, acting on its behalf) may take any Major Decision or any action set
forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Lead Securitization Note
Holder (or Master Servicer or Special Servicer, as applicable) determines that immediate action with respect thereto is necessary to protect
the interests of the Note Holders. In no event shall the Lead Securitization Note Holder (or Master Servicer or Special Servicer, acting
on its behalf) be obligated at any time to follow or take any alternative actions recommended by a Non-Controlling Note Holder (or its
Non-Controlling Note Holder Representative).


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


(d)              
If any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within the meaning
of Section 860D(a) of the Code, then, any provision




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


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


Section 6.               
Rights of the Controlling Note Holder.


(a)              
The Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its
rights and obligations with respect to the Mortgage Loan (the “Controlling Note Holder Representative”). The Controlling
Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace the Controlling Note Holder
Representative in accordance with the terms of the Lead Securitization 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. Any Servicer acting on behalf of the Lead




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Securitization Note Holder shall not be
required to recognize any Person as a Controlling Note Holder Representative until the Controlling Note Holder has notified the Servicer
or Trustee of such appointment and, if the Controlling Note Holder Representative is not the same Person as the Controlling Note Holder,
the Controlling Note Holder Representative provides any Servicer or Trustee with written confirmation of its acceptance of such appointment,
an address and telecopy number for the delivery of notices and other correspondence and a list of officers or employees of such person
with whom the parties to this Agreement may deal (including their names, titles, work addresses and telecopy numbers). The Controlling
Note Holder shall promptly deliver such information to any Servicer. None of the Servicers, Operating Advisor and Trustee shall be required
to recognize any person as a Controlling Note Holder Representative until they receive such information from the Controlling Note Holder.
The Controlling Note Holder agrees to inform each such Servicer, Operating Advisor or Trustee of the then-current Controlling Note Holder
Representative. Neither the Controlling Note Holder Representative nor the Controlling Note Holder will have any liability to any other
Note Holder or any other Person for any action taken, or for refraining from the taking of any action or the giving of any consent or
the failure to give any consent pursuant to this Agreement or the Lead Securitization Servicing Agreement, or errors in judgment, absent
any loss, liability or expense incurred by reason of its willful misfeasance, bad faith 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 the Non-Controlling Note Holder and, absent willful misfeasance, bad faith
or gross negligence on the part of the Controlling Note Holder Representative or the Controlling Note Holder, as the case may be, agree
to take no action against the Controlling Note Holder Representative, the Controlling Note Holder or any of their respective officers,
directors, employees, principals or agents as a result of such special relationships or interests, and that neither the Controlling Note
Holder Representative nor the Controlling Note Holder will be deemed to have been grossly negligent or reckless, or to have acted in bad
faith or engaged in willful misfeasance or to have recklessly disregarded any exercise of its rights by reason of its having acted or
refrained from acting, or having given any consent or having failed to give any consent, solely in the interests of any Note Holder.


(b)              
Each Non-Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of
the Non-Controlling Note Holder’s rights and obligations with respect to the Mortgage Loan (with respect to such Note Holder, the
“Non-Controlling Note Holder Representative”). All of the provisions relating to Controlling Note Holder and the Controlling
Note Holder Representative set forth in the first paragraph of this Section 6(a) (except those contained in the last sentence
thereof) and the second paragraph of this Section 6(a) shall apply to each Non-Controlling Note Holder and its Non-Controlling
Note Holder Representative mutatis mutandis.


The Controlling Note Holder
shall be entitled to exercise the rights and powers granted to the Controlling Note hereunder and the rights and powers granted to the
Directing




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Certificateholder or similar party under, and
as defined in, the Lead Securitization Servicing Agreement with respect to the Mortgage Loan. In addition, the Controlling Note Holder
shall be entitled to advise (1) the Special Servicer with respect to all matters related to a “Specially Serviced Mortgage Loan”
(as defined in the Lead Securitization Servicing Agreement) and (2) the Special Servicer with respect to all matters for which the Master
Servicer must obtain the consent or deemed consent of the Special Servicer, and, except as set forth below (i) the Master Servicer shall
not be permitted to implement any Major Decision unless it has obtained the prior written consent of the Special Servicer and (ii) the
Special Servicer shall not be permitted to consent to the Master Servicer’s implementing any Major Decision nor will the Special
Servicer itself be permitted to implement any Major Decision as to which the Controlling Note Holder has objected in writing within ten
(10) Business Days (or thirty (30) days with respect to an Acceptable Insurance Default) 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 ten (10) Business Days (or thirty
(30) days with respect to an Acceptable Insurance Default) after delivery to the Controlling Note Holder by the applicable Servicer of
written notice of a proposed Major Decision (which notice shall contain a legend, in conspicuous boldface type, substantially similar
to the following: “THIS IS A REQUEST FOR ACTION APPROVAL. IF THE CONTROLLING NOTE HOLDER FAILS TO APPROVE OR DISAPPROVE THE ENCLOSED
ACTION WITHIN TEN (10) BUSINESS DAYS, SUCH ACTION MAY BE DEEMED APPROVED”) together with any information requested by the Controlling
Note Holder as may be necessary in the reasonable judgment of the Controlling Note Holder in order to make a judgment, then upon the expiration
of such ten (10) Business Day (or thirty (30) days with respect to an Acceptable Insurance Default) 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 Securitization Servicing Agreement to
take such action), as applicable, determines that immediate action, with respect to the foregoing matters, or any other matter requiring
consent of the Controlling Note Holder is necessary to protect the interests of the Note Holders (as a collective whole) and the Special
Servicer has made a reasonable effort to contact the Controlling Note Holder, the Master Servicer or the Special Servicer, as the case
may be, may take any such action without waiting for the Controlling Note Holder’s response.


No objection 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 Securitization Servicing Agreement, this Agreement, the REMIC provisions of the
Code or the Master Servicer or Special Servicer’s obligation to act in accordance with the Servicing Standard.




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The Controlling Note Holder
shall have no liability to the other Note Holders 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 Securitization Servicing Agreement,
or errors in judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence.
The Note Holders agree that the Controlling Note Holder may take or refrain from taking actions, or give or refrain from giving consents,
that favor the interests of one Note Holder over the other Note Holder, and that the Controlling Note Holder may have special relationships
and interests that conflict with the interests of another Note Holder and, absent willful misfeasance, 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 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.


Section 7.               
Appointment of Special Servicer. The Controlling Note Holder (or its Controlling Note Holder Representative) shall have
the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage
Loan and appoint a replacement Special Servicer in lieu thereof. Any designation by the Controlling Note Holder (or its Controlling Note
Holder Representative) of a Person to serve as Special Servicer shall be made by delivering to the other Note Holder, the Master Servicer,
the then existing Special Servicer and other parties to the Lead Securitization Servicing Agreement a written notice stating such designation
and satisfying the other conditions to such replacement as set forth in the Lead Securitization Servicing Agreement (including, without
limitation, a Rating Agency Confirmation, if required by the terms of the Lead Securitization 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 Securitization Servicing Agreement,
then the initial Special Servicer designated in the Lead Securitization Servicing Agreement shall serve as the initial Special Servicer
but this shall not limit the right of the Controlling Note Holder (or its Controlling Note Holder Representative) to designate a replacement
Special Servicer for the Mortgage Loan as aforesaid. If a Servicer Termination Event on the part of the Special Servicer has occurred
that affects 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 Securitization Servicing Agreement solely with respect to the Mortgage Loan pursuant to and in accordance with the terms
of the Lead Securitization Servicing Agreement. Each Note Holder acknowledges and agrees that any successor special servicer appointed
to replace the Special Servicer with respect to the Mortgage Loan that was terminated for cause at a Non-Controlling Note Holder’s
direction cannot at any time be the person (or an Affiliate thereof) that was so terminated without the prior written consent of such
Non-Controlling Note Holder. Each Non-Controlling Note Holder shall be solely responsible for




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reimbursing the Trustee’s or the Controlling
Note Holder’s, as applicable, costs and expenses, if not paid within a reasonable time by the terminated special servicer and, in
the case of the Trustee, that would otherwise be reimbursed to the Trustee from amounts on deposit in the Lead Securitization’s
“collection account”.


Section 8.               
Payment Procedure.


(a)              
The Lead Securitization Note Holder, in accordance with the priorities set forth in Section 3 and subject to the terms
of the Lead Securitization Servicing Agreement, will deposit or cause to be deposited all payments allocable to the Notes to the Collection
Account and/or Loan Combination Custodial Account (each as defined in the Lead Securitization Servicing Agreement) pursuant to and in
accordance with the Lead Securitization Servicing Agreement. The Lead Securitization Note Holder (or the Master Servicer acting on its
behalf) shall deposit such 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 Lead Securitization
Note Holder (or Master Servicer acting on its behalf) shall use commercially reasonable efforts to deposit such amounts into the applicable
account within one (1) Business Day of receipt thereof but, in any event, the Lead Securitization Note Holder (or Master Servicer
acting on its behalf) shall deposit such amounts into the applicable account within two (2) Business Days of receipt thereof) and
shall remit payments due on each Non-Lead Securitization Note to the related Non-Lead Securitization Note Holder (or Non-Lead
Master Servicer on its behalf) no later than one Business Day following the “Determination Date” under the Non-Lead Securitization
Servicing Agreement.


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


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




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shall, at the Lead Securitization Note
Holder’s request, promptly return that payment to the Lead Securitization Note Holder.


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


Section 9.               
Limitation on Liability of the Note Holders. Each Note Holder shall have no 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 Securitization Servicing Agreement in
a manner that may be adverse to the interests of the Non-Lead Securitization Note Holders and that the Lead Securitization Note Holder
(including any Servicer and the Trustee) shall have no liability whatsoever to the Non-Lead Securitization Note Holders in connection
with the Lead Securitization Note Holder’s exercise of rights or any omission by the Lead Securitization Note Holder to exercise
such rights other than as described above; provided, however, that the Servicer must act in accordance with the Servicing
Standard.


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 the Non-Lead
Securitization Note Holders, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice
or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other
Insolvency Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization
Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all rights
and taking any and all actions available to the Non-Lead Securitization Note Holders in connection with any case by or against the Mortgage
Loan Borrower under the Bankruptcy Code or in any other




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


Section 13.           





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Other Business Activities of the Note Holders.
Each Note Holder acknowledges that the 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.


Each Note Holder agrees
that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion
of its respective Note (a “Transfer”) except to a Qualified Institutional Lender. Promptly after the Transfer, the
non-transferring Note Holders 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 (and the related pooling and servicing or similar
agreement requires the parties thereto to comply with this Agreement) 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 Holders or, (2) after a Securitization of the non-transferring Note Holders’ Note, Rating
Agency Confirmation. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be
unreasonably withheld), and, if the non-transferring Note Holder’s Note is held in a Securitization Trust, without a confirmation
in writing from each Rating Agency that such Transfer will not result in a qualification, downgrade or withdrawal of its then current
rating of the securities issued pursuant to the related Securitization, no Note Holder shall Transfer all or any portion of its Note (or
a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer shall
be absolutely null and void and shall vest no rights in the purported transferee. The transferring Note Holder agrees that it will 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 a Note. None of the provisions of this Section 14(a)
shall apply in the case of (1) a sale of Note A-1 together with the Non-Lead Securitization Notes, in accordance with the terms and
conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and
conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Properties, upon the Mortgage Loan becoming
a Defaulted Loan, to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly
or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.




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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.


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


(b)              
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 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 the other Note Holder and any Servicer that a Pledge has been effected (including the name and
address of the applicable Note Pledgee), the 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 (10) days to cure a default
by the pledging Note Holder in respect of its obligations to the 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)




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shall be in a form reasonably satisfactory
to such other Note Holder; and (vi) that, upon written notice (a “Redirection Notice”) to the other Note Holder
and any Servicer by such Note Pledgee that the pledging Note Holder is in default, beyond any applicable cure periods, under the pledging
Note Holder’s obligations to such Note Pledgee pursuant to the applicable credit agreement between the pledging Note Holder and
such Note Pledgee (which notice need not be joined in or confirmed by the pledging Note Holder), and until such Redirection Notice is
withdrawn or rescinded by such Note Pledgee, Note Pledgee shall be entitled to receive any payments that any Note Holder or Servicer would
otherwise be obligated to pay to the pledging Note Holder from time to time pursuant to this Agreement or the Lead Securitization Servicing
Agreement. Any pledging Note Holder hereby unconditionally and absolutely releases the 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 that the servicing of the Mortgage Loan shall
be subject to 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.


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


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


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


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


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




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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 Holder is so registered shall
be deemed and treated as the sole owner and holder thereof for all purposes of this Agreement. Upon request of a Note Holder, the Agent
shall provide such party with the names and addresses of the other Note Holder. To the extent the Trustee or another party is appointed
as Agent hereunder, each Note Holder hereby designates such person as its agent under this Section 15 solely for purposes
of maintaining the Note Register.


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


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




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


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


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


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


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


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


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






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


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


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


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


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


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


(b)              
Each Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) shall and hereby agrees to indemnify
the Lead Securitization Note




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


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


Section 25.           
Custody of Mortgage Loan Documents. Prior to the Note A-1 Securitization Date, the originals of all of the Mortgage
Loan Documents will be held by the Initial Agent on behalf of the registered holders of the Notes. On and after the Note A-1 Securitization
Date, the originals of all of the Mortgage Loan Documents (other than the Non-




    -41-


     


    

Lead Note) will be transferred to and held
in the name of the trustee (and held by a duly appointed custodian therefor) under the Note A-1 PSA, on behalf of the registered
holders of the Notes.


Section 26.           
Cooperation in Securitization.


(a)              
Each Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization.
In connection with a Securitization and subject to the terms of the preceding sentence, at the request of the Lead Securitization Note
Holder, the Non-Lead Securitization Note Holder shall use reasonable efforts, at the Lead Securitization Note Holder’s expense,
to satisfy, and to cooperate with the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the
market standards to which the Lead Securitization Note Holder customarily adheres or that may be reasonably required in the marketplace
or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any modifications
to this Agreement or the Mortgage Loan Documents and to cooperate with the Lead Securitization Note Holder in attempting to cause the
Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested
by the Rating Agencies to effect the Securitization; provided, however, that either in connection with the Lead Securitization
or otherwise at any time prior to the Lead Securitization, 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 shall provide for inclusion in any disclosure document relating to the Lead Securitization such
information concerning such Non-Lead Securitization Note Holder and its Non-Lead Securitization Note as the Lead Securitization Note Holder
reasonably determines to be necessary or appropriate, and each Non-Lead Securitization Note Holder shall, at the Lead Securitization Note
Holder’s expense, cooperate with the reasonable requests of each Rating Agency and the Lead Securitization Note Holder in connection
with the Lead Securitization (including, without limitation, reasonably cooperating with the Lead Securitization Note Holder (without
any obligation to make additional representations and warranties) to enable the Lead Securitization Note Holder to make all necessary
certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and
the Lead Securitization), as well as in connection with all other matters and the preparation of any offering documents thereof and to
review and respond reasonably promptly with respect to any information relating to such Non-Lead Securitization Note Holder and its Non-Lead
Securitization Note in any Securitization document. Each Non-Lead Securitization Note Holder acknowledges that the information provided
by it to the Lead Securitization Note Holder may be incorporated into the offering documents for the Lead Securitization. The Lead Securitization
Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Lead Securitization
Note Holder. The Lead Securitization Note Holder will reasonably cooperate with each Non-Lead Securitization Note Holder by providing
all information reasonably requested that is in the




    -42-


     


    

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 Securitization Servicing Agreement and
provide reasonable opportunity to review and comment on such documents.


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


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


Section 29.           
Certain Matters Affecting the Agent.


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


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


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


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


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


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




    -43-


     


    

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


Section 30.           
Agency. RESERVED.


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


Section 32.           
Resizing. Notwithstanding any other provision of this Agreement, for so long as SGFC or an affiliate thereof (a “SGFC Entity”)
is the owner of the Non-Lead Securitization Note (the “Owned Note”), such SGFC Entity shall have the right, subject
to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower to execute amended and restated notes or additional notes
(in either case “New Notes”) reallocating the principal of the Owned Note to such New Notes; or severing the Owned
Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal
balance of the Owned Note provided that (i) the aggregate principal balance of all outstanding New Notes following such amendments is
no greater than the aggregate principal of the Owned Note prior to such amendments, (ii) all Notes continue to have the same weighted
average interest rate as the Notes prior to such amendments, (iii) all Notes pay pro rata and on a pari passu basis and such reallocated
or component notes shall be automatically subject to the terms of this Agreement, (iv) the SGFC 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. To the extent that the Owned Note is Note A-1, the SGFC Entity shall be entitled to designate one of the
New Notes to be treated as Note A-1 for purposes of the determining the Controlling Note Holder, Lead Securitization, Lead Securitization
Note, Note A-1 PSA, Note A-1 Securitization and Note A-1 Securitization Date hereunder. If the Lead Securitization Note
Holder so requests, the SGFC Entity holding the New Notes (and any subsequent holder of such Notes) shall execute a confirmation
of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing reallocation and for modifications
pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without
the consent of its holder and the consent of the holder of the other Note. In connection with the foregoing (provided the conditions set
forth in (i) through (v) above are satisfied, with respect to (i) through (iv), as certified by the SGFC Entity, on which




    -44-


     


    

certification the Master Servicer can rely),
the Master Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf
of any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal. If more than one
New Note is created hereunder, for purposes of exercising the rights of the Non-Controlling Note Holder hereunder, the Non-Controlling
Note Holder of such New Notes shall be as provided in the definition of such term in this Agreement.


[SIGNATURE PAGE FOLLOWS]




    -45-


     


    

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


 


 


 


	 	SOCIETE GENERALE FINANCIAL CORPORATION,
as Initial Note A-1 Holder
	 	 
	 	 By:  	/s/ Kevin Kelley
	 	 	Name:  	Kevin Kelley
	 	 	Title: 	Director
	 	 	 	 


 






 


	 	SOCIETE GENERALE FINANCIAL CORPORATION, as Initial Note A-2
    Holder
	 	 
	 	 
	 	 By:  	/s/ Kevin Kelley
	 	 	Name:  	Kevin Kelley
	 	 	Title: 	Director
	 	 	 	 


 






    (Agreement
                                            Between Note Holders - Hamilton Commons)


     


    

EXHIBIT A


MORTGAGE LOAN SCHEDULE


Description of Mortgage Loan


	Mortgage Loan Borrower:	Hamilton Commons TEI Equities LLC, Hamilton Commons Lady Tree LLC, Hamilton Commons Pinehurst LLC, Hamilton Commons Brooks LLC, Hamilton Commons Investor 1 LLC, Hamilton Commons Investor 2 LLC, Hamilton Commons 2100 Indiana LLC, Hamilton Commons 8000 Jarvis LLC, Hamilton Commons 8100 Jarvis LLC and Hamilton Commons Taylor Square LLC, as tenants in common
	Date of Mortgage Loan:	February 19, 2020
	Date of Notes:	February 19, 2020
	Original Principal Amount of Mortgage Loan:	$39,000,000
	Principal Amount of Mortgage Loan as of the date hereof:	$39,000,000
	Initial Note A-1 Principal Balance:	$23,000,000
	Initial Note A-2 Principal Balance:	$16,000,000
	Location of Mortgaged Properties:	Mays Landing, NJ
	Initial Maturity Date:	March 1, 2030


 


 




    A-1


     


    

EXHIBIT B


1.       Initial Note A-1
Holder:


(Prior to Securitization of Note A-1):


Societe Generale Financial Corporation

245 Park Avenue

New York, New York 10167

Attention: Jim Barnard


with a copy to:



Societe Generale Financial Corporation

245 Park Avenue

New York, New York 10167

Attention: General Counsel


(Following Securitization of Note A-1):


(i)       Depositor:


Barclays Commercial Mortgage Securities
LLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson

Email: daniel.vinson@barclays.com


with a copy to:



Barclays Bank PLC

745 Seventh Avenue

New York, New York 10019

Attention: General Counsel

Facsimile: (212) 412-7519


with a copy to:



Steven P. Glynn

Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Facsimile: (212) 412-7519




    B-1


     


    

(ii)       Master Servicer:


KeyBank National Association,

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

(877) 379-1625

Email: Michael_a_tilden@keybank.com



with a copy to:



Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attn: Kraig Kohring

Fax Number: (816) 753-1536


(iii)       Special Servicer:


 


LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw

Email: hbennet@starwood.com, jwarshaw@lnrpartners.com, and


lnr.cmbs.notices@lnrproperty.com


Fax Number: (305) 695-5601


(iv)       Certificate Administrator


Computershare Trust Company, National
Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – BBCMS 2021-C12


with a copy to:



cts.cmbs.bond.admin@wellsfargo.com

trustadministrationgroup@wellsfargo.com


(v)       Trustee:


 


Wilmington Trust, National Association


1100 North Market Street


Wilmington Delaware 19890


Attention: CMBS Trustee


with a copy to:




    B-2


     


    

Telecopy number: (302) 636-4140

Email: CMBSTrustee@wilmingtontrust.com


(vi)        Operating Advisor:


Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: BBCMS 2021-C12 - Surveillance Manager (with a copy sent

contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


(vii)       Asset Representations
Reviewer:


 


Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: BBCMS 2021-C12 - Surveillance Manager (with a copy sent

contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


2.       Initial Note A-2
Holder:


(Prior to Securitization of Note A-2):


Societe Generale Financial Corporation

245 Park Avenue

New York, New York 10167

Attention: Jim Barnard


with a copy to:



Societe Generale Financial Corporation

245 Park Avenue

New York, New York 10167

Attention: General Counsel


(Following Securitization of Note A-2):


		(i)	Depositor:



To be provided following the securitization of Note A-2.


		(ii)	Master Servicer:



To be provided following the securitization of Note A-2.


		(iii)	Special Servicer:



To be provided following the securitization of Note A-2.




    B-3


     


    

		(iv)	Trustee:



To be provided following the securitization of Note A-2.


		(v)	Certificate Administrator:



To be provided following the securitization of Note A-2.


		(vi)	Operating Advisor:



To be provided following the securitization of Note A-2.


		(vii)	Asset Representations Reviewer:



To be provided following the securitization
of Note A-2.


 


 




    B-4


     


    

EXHIBIT C



PERMITTED FUND MANAGERS


		1.	Westbrook Partners



		2.	DLJ Real Estate Capital Partners



		3.	iStar Financial Inc.



		4.	Capital Trust, Inc.



		5.	Lend-Lease Real Estate Investments



		6.	Archon Capital, L.P.



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



		8.	The Blackstone Group International Ltd.



		9.	Apollo Real Estate Advisors



		10.	Colony Capital, Inc.



		11.	Praedium Group



		12.	J.E. Roberts Companies



		13.	Fortress Investment Group, LLC



		14.	Lonestar Opportunity Fund



		15.	Clarion Partners



		16.	Walton Street Capital, LLC



		17.	Starwood Financial Trust



		18.	BlackRock, Inc.



		19.	Raith Capital Partners, LLC



		20.	Rialto Capital Management LLC



		21.	Rialto Capital Partners LLC



 


 






    C-1