Exhibit 4.19


EXECUTION VERSION  


AGREEMENT BETWEEN NOTEHOLDERS


 


Dated as of April 6, 2021


 


by and between


 


GOLDMAN SACHS BANK USA






(Senior Noteholder)


 


and


 


GOLDMAN SACHS BANK USA



(Junior Noteholder)


 


AT HOME-WILLOW GROVE



    	 		 



    	 



    







THIS AGREEMENT BETWEEN
NOTEHOLDERS (“Agreement”), dated as of April 6, 2021 by and between GOLDMAN SACHS BANK USA, a New York state-chartered
bank, having an address of 200 West Street, New York, New York 10282 (in its capacity as initial owner of the Senior Note, the
“Initial Senior Noteholder”, and in its capacity as the initial agent, the “Initial Agent”)
and GOLDMAN SACHS BANK USA, a New York state-chartered bank, having an address of 200 West Street, New York, New York 10282 (in
its capacity as initial owner of the Junior Note, the “Initial Junior Noteholder”).


W I T N E S S E T H:


WHEREAS, pursuant
to the Loan Agreement (as defined herein) the Initial Senior Noteholder originated a certain loan described on the schedule attached
hereto as Exhibit A (the “Mortgage Loan Schedule”) (the “Mortgage Loan”) to the mortgage
loan borrower(s) described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which was originally
evidenced by a single note dated November 1, 2019 in the amount of $12,150,000 and as of April 6, 2021 is evidenced, inter alia,
by two promissory notes (as amended, modified or supplemented, the “Notes”), each dated April 6, 2021, with
the first such note in the original principal amount of $10,150,000 (the “Senior Note”) made by the Mortgage
Loan Borrower in favor of the Initial Senior Noteholder, and the second such note in the original principal amount of $2,000,000
(the “Junior Note”) made by the Mortgage Loan Borrower in favor of Initial Junior Noteholder, and secured by
certain first mortgages or deeds of trust lien (as amended, modified or supplemented, the “Mortgage”) on the
real property located as described on the Mortgage Loan Schedule (collectively, the “Mortgaged Property”); and


WHEREAS, the Initial
Senior Noteholder and the Initial Junior Noteholder desire to enter into this Agreement to memorialize the terms under which the
Senior Noteholder and the Junior Noteholder are holding the Senior Note and the Junior Note, respectively, in the Mortgage Loan.


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 Servicing Agreement. Whenever used in this Agreement, the following terms shall have the respective meanings set
forth below unless the context clearly requires otherwise.


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




    	 	 	 



    	 



    

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


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


“Affiliate”
shall mean with respect to any specified Person (i) any other Person Controlling or Controlled by or under common Control
with such specified Person (each a “Common Control Party”), (ii) any other Person owning, directly or indirectly,
ten percent (10%) or more of the beneficial interests in such Person or (iii) any other Person in which such Person or a Common
Control Party owns, directly or indirectly, ten percent (10%) or more of the beneficial interests.


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


“Agent Office”
shall mean the designated office of the Agent in the State of New York, which office at the date of this Agreement is located at
Goldman Sachs Bank USA, 200 West Street, New York, New York 10282, Attention: Leah Nivison, and which is the address to which notices
to and correspondence with the Agent should be directed. The Agent may change the address of its designated office by notice to
the Noteholders.


“Agreement”
shall mean this Agreement Between Noteholders, the exhibits and schedule hereto and all amendments hereof and supplements hereto.


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


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


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


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


“Borrower
Party” shall have the meaning assigned to such term in the Securitization Servicing Agreement.


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


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




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


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


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


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


“Condemnation
Proceeds” shall have the meaning assigned to such term or any one or more analogous terms in the Servicing Agreement.


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


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


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


“Control”
means 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.


“Control
Appraisal Period” A “Control Appraisal Period” shall exist with respect to the Mortgage Loan, if and for
so long as:


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


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


“Controlling
Noteholder” shall mean as of any date of determination (i) the Junior Noteholder, unless a Control Appraisal Period has
occurred and is continuing or (ii) if a Control Appraisal Period has occurred and is continuing, the Senior Noteholder; provided
that, if any Noteholder would be the Controlling Noteholder pursuant to the terms hereof, but any interest in the Note of such
Noteholder is held by a Borrower Party, or a Borrower Party would otherwise be entitled to exercise the rights of the Controlling
Noteholder, a Control Appraisal Period shall




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be deemed to have occurred with respect
to such Noteholder. As of the Closing Date, the Controlling Noteholder will be the Junior Noteholder.


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


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


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


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


“Depositor”
shall mean the Person selected by the Senior Noteholder to create the Securitization Trust.


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


“Final Recovery
Determination” shall have the meaning assigned to such term in the Servicing Agreement.


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




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


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


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


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


“Initial
Noteholders” shall mean, collectively, the Initial Junior Noteholder and the Initial Senior Noteholder.


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


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


“Insurance
Proceeds” shall have the meaning assigned to such term or any one or more analogous terms in the Servicing Agreement.


“Interest
Rate” shall have the meaning assigned to such term or any one or more analogous terms in the Mortgage Loan Documents.


“Interim
Servicing Agreement” shall mean that certain interim servicing agreement to be negotiated in good faith between the parties
hereto after the date hereof.


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




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


“Junior Noteholder”
shall mean the Initial Junior Noteholder, and its successors in interest, or any subsequent holder of the Junior Note.


“Junior Note
Default Rate” shall mean a rate per annum equal to the Junior Note Rate plus the Note Default Interest Spread.


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


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


“Junior Operating
Advisor” shall mean, with respect to the Mortgage Loan, the advisor appointed pursuant to Section 6(a).


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


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


“Liquidation
Proceeds” shall have the meaning assigned to such term in the Servicing Agreement or any one or more analogous terms
in the Servicing Agreement.


“Major Decisions”
shall have the meaning assigned to such term in the Securitization Servicing Agreement.


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


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


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


“Monthly
Payment” shall mean have the meaning assigned to such term in the Servicing Agreement.


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


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


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


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




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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 18.


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


“Mortgage
Loan Schedule” shall mean the Schedule attached hereto as Exhibit A.


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


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


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


“Non-Controlling
Noteholder” shall mean the Senior Noteholder or, if a Control Appraisal Period has occurred and is continuing, the Junior
Noteholder.


“Non-Controlling
Note” shall mean the interest of the Non-Controlling Noteholder in its Note.


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


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


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


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


“Noteholder”
shall mean either of the Senior Noteholder and the Junior Noteholder, as applicable.




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


“Note”
shall mean either of the Senior Note and the Junior Note, as applicable.


“Note Default
Interest Spread” shall mean a rate per annum equal to five percent (5.0%); provided, however, that if the
weighted average of the Senior Note Default Rate and the Junior Note Default Rate would exceed the maximum rate permitted by applicable
law, the note default interest spread shall equal (i) the rate at which the weighted average of the Senior Note Default Rate and
the Junior Note Default Rate equals the maximum rate permitted by applicable law minus (ii) the Interest Rate.


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


“Note Rate”
shall mean either of the Senior Note Rate and the Junior Note Rate, as applicable.


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


“Percentage
Interest” shall mean, with respect to any Note, shall mean a fraction, expressed as a percentage, the numerator of which
is the Principal Balance of such Note and the denominator of which is the sum of the Principal Balances of all 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 a 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 $500,000,000 and (iii) not
subject to a proceeding relating to the bankruptcy, insolvency, reorganization or relief of debtors.


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


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


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


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


“Qualified
Institutional Lender” shall mean each of the Initial Noteholders, Goldman Sachs Mortgage Company and any other U.S. Person
that is:




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(a)              
 an entity Controlled (as defined below) by, under Common Control with or Controlling either the Initial Senior Noteholder
or the Initial Junior Noteholder,


(b)              
Rialto Real Estate Fund IV-Debt, LP and any Affiliate thereof and any entity Controlled (as defined below) by, under common
Control with or Controlling Rialto Real Estate Fund IV-Debt, LP or its Affiliate,


(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 “institutional accredited investor” within the meaning of
Regulation D under the Securities Act of 1933, as amended, or


(iii)           
a Qualified Trustee (or in the case of a CDO, a single purpose bankruptcy remote entity which contemporaneously assigns
or pledges its Junior Note, or a participation interest therein (or any portion thereof) to a Qualified Trustee) in connection
with (a) a securitization of, (b) the creation of collateralized debt obligations (“CDO”) secured by, or (c)
a financing through an “owner trust” of, any or all of the Junior Note (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 which 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 a Junior Note 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 (such entity, an “Approved Servicer”)
and such Approved Servicer is required to service and administer such Junior Note in accordance with servicing arrangements for
the assets held by the Securitization Vehicle which require that such Approved Servicer act in accordance with a servicing standard
notwithstanding any contrary direction or instruction from any other Person; or (3) in the case of a Securitization Vehicle that
is a CDO, the CDO Asset Manager and, if applicable, each Intervening Trust Vehicle that is not administered and managed by a CDO
Asset Manager which is a Qualified Institutional Lender, are each a Qualified Institutional Lender under clauses (i), (ii), (iii),
(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




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$500,000,000, in which (A) the Senior
Noteholder or the Junior Noteholder, as applicable, (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)(a), (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 (as defined below) by any of the entities described in clause (c) above or approved by the Rating
Agencies hereunder as a Qualified Institutional Lender for purposes of this Agreement.


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


“Qualified
Trustee” means (i) a corporation, national bank, national banking association or a trust company, organized and doing
business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers
and to accept the trust conferred, having a combined capital and surplus of at least $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 any of (a) S&P, (b) Fitch, (c) Kroll and (d) 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 the
Senior Noteholder and, in the case of each of clauses (a) through (d) engaged by the Senior Noteholder or an Affiliate to rate
the Securitization.




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“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 Securitization Servicing Agreement including any deemed Rating Agency Confirmation.


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


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


“Relative
Spread Fraction” shall mean a fraction whose numerator is the amount of principal distributed to such Note on such Monthly
Payment Date and whose denominator is the total amount of principal distributed to all of Notes on such Monthly Payment Date.


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


“REMIC Provisions”
shall mean provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections
860A through 860G of subchapter M of Chapter 1 of the Code, and related provisions, and regulations (including any applicable proposed
regulations) and rulings promulgated thereunder, as the foregoing may be in effect from time to time.


“Required
Special Servicer Rating” shall mean (i) a rating of “CSS3” in the case of Fitch, (ii) being on S&P’s
Select Servicer List as a U.S. Commercial Mortgage Special Servicer in the case of S&P and (iii) in the case of Moody’s
or Morningstar, as applicable, such special servicer is acting as special servicer for one or more loans included in a commercial
mortgage loan securitization that was rated by Moody’s or Morningstar, as applicable, within the twelve (12) month period
prior to the date of determination, and Moody’s or Morningstar, as applicable, 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.


“REO Property”
shall have the meaning assigned to such term in the Servicing Agreement.


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




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


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


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


“Securitization
Servicing Agreement” shall mean the pooling and servicing agreement for the Benchmark 2021-B25 Mortgage Trust Commercial
Mortgage Pass-Through Certificates, Series 2021-B25 transaction, dated as of April 1, 2021, among GS Mortgage Securities Corporation
II, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Rialto Capital Advisors,
LLC, as general special servicer, Situs Holdings, LLC, as Amazon Seattle special servicer, Pentalpha Surveillance LLC, as operating
advisor and asset representations reviewer, and Wells Fargo Bank, National Association, as certificate administrator and trustee).


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


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


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


“Senior Note
Default Rate” shall mean a rate per annum equal to the Senior Note Rate plus the Note Default Interest Spread.


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


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


“Sequential
Pay Event” shall mean any Event of Default with respect to an obligation to pay money due under the Mortgage Loan, any
other Event of Default for which the Mortgage Loan is actually accelerated or any other Event of Default which causes the Mortgage
Loan to become a Specially Serviced Mortgage Loan, or any bankruptcy or insolvency event that constitutes an Event of Default;
provided, however, that unless the Servicer under the Servicing Agreement has notice or knowledge of such event at
least ten (10) Business Days prior to the applicable distribution date, distributions will be made sequentially beginning on the
subsequent distribution date; provided, further, that the aforementioned requirement of notice or knowledge will
not apply in the case of distribution of the final proceeds of a liquidation or final disposition of the Mortgage Loan. A Sequential
Pay Event shall no longer exist to the extent it has been cured (including any cure payment made by the Controlling Noteholder
in accordance with




    	 	12	 



    	 



    

Section 11) and shall not be deemed
to exist to the extent any Junior Noteholder is exercising its cure rights under Section 11.


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


“Servicing
Agreement” shall mean, with respect to the Mortgage Loan, prior to the Securitization Date, the Interim Servicing Agreement,
and, from and after the Securitization Date, the Securitization Servicing Agreement.


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


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


“Servicing
Transfer Event” shall have the meaning assigned to such term in the Servicing Agreement.


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


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


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


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


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


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


“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




    	 	13	 



    	 



    

estate whose income is subject to United
States federal income tax regardless of its source, or a trust if a court within the United States is able to exercise primary
supervision over the administration of such trust, and one or more such U.S. Persons have the authority to control all substantial
decisions of such trust (or, to the extent provided in applicable Treasury Regulations, a trust in existence on August 20,
1996 that is eligible to elect to be treated as a U.S. Person).


“Workout”
shall mean any written modification, waiver, amendment, restructuring or workout of the Mortgage Loan or the Note entered into
with the Mortgage Loan Borrower in accordance with the Servicing Agreement.


Section 2.               
Servicing.


(a)              
Each Noteholder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced
prior to the Securitization Date pursuant to the Interim Servicing Agreement and from and after the Securitization Date (except
as otherwise set forth in Section 2(f)), pursuant to the Securitization Servicing Agreement; provided that the Master
Servicer shall not be obligated to advance monthly payments of principal or interest in respect of the Notes other than the Senior
Note if such principal or interest is not paid by the Mortgage Loan Borrower but shall be obligated to advance delinquent real
estate taxes, insurance premiums and other expenses related to the maintenance of the Mortgaged Property and maintenance and enforcement
of the lien of the Mortgage thereon, subject to the terms of the Securitization Servicing Agreement. The Junior Noteholder acknowledges
that the Senior Noteholder may elect, in its sole discretion, to include the Senior Note in a Securitization and agrees that it
will reasonably cooperate with the Senior Noteholder, at the Senior Noteholder’s expense, to effect such Securitization.
Subject to the terms and conditions of this Agreement, each Noteholder hereby irrevocably and unconditionally consents to the appointment
of the Master Servicer, Special Servicer and the Trustee under the Securitization Servicing Agreement by the Depositor and
agrees to reasonably cooperate with and consent with the Master Servicer and the Special Servicer with respect to the servicing
of the Mortgage Loan in accordance with the Securitization Servicing Agreement. Each Noteholder hereby appoints the Master Servicer
and the Trustee in the Securitization as such Noteholder’s attorney-in-fact to sign any documents reasonably required with
respect to the administration and servicing of the Mortgage Loan on its behalf under the Securitization Servicing Agreement (subject
at all times to the rights of the Noteholder set forth herein and in the Servicing Agreement). In no event shall the Servicing
Agreement require the Servicer to enforce the rights of any Noteholder or limit the Servicer in enforcing the rights of one Noteholder
against the other Noteholder; however, this statement shall not be construed to otherwise limit the rights of one Noteholder with
respect to the other Noteholder.


(b)              
The Junior Noteholder shall be entitled to exercise any rights of the “directing holder” consulting class or
any analogous class or holder under the Securitization Servicing Agreement except to the extent the Junior Noteholder is expressly
prohibited from exercising such right under the terms of this Agreement in its capacity as the Controlling Noteholder.


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




    	 	14	 



    	 



    

(i)           
 if an event of default under the Securitization Servicing Agreement has occurred (A) with respect to the Master Servicer
under the Securitization Servicing Agreement that affects a Noteholder or any class of commercial mortgage securities backed by
a Note or a participation interest in a Note, and the Master Servicer is not otherwise terminated under the Securitization Servicing
Agreement, then the Junior Noteholder or its’ designees (if the Junior Noteholder is the Controlling Holder) shall be entitled
to direct the Trustee to appoint a sub-servicer solely with respect to the Mortgage Loan (or if the Mortgage Loan is currently
being sub-serviced, to replace the current sub-servicer, but only if such original sub-servicer is in default under the related
sub-servicing agreement); and (B) the appointment (or replacement) of a sub-servicer with respect to the Mortgage Loan, as contemplated
in clause (A) above, will in any event be subject to written confirmation from each Rating Agency that such appointment 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 any Securitization;


(ii)           
any payments received on the Mortgage Loan shall be paid by the Master Servicer to each of the Noteholders on the “master
servicer remittance date” under the Securitization Servicing Agreement;


(iii)           
the Junior Noteholder for so long as it is the Controlling Noteholder shall be entitled to receive, and the Master Servicer
and the Special Servicer shall provide, any information, relating to the Mortgage Loan, the borrower or the Mortgaged Property
as the Controlling Noteholder may reasonably request and would be customarily in the possession of, or collected or known by, the
Master Servicer or Special Servicer of mortgage loans similar to the Mortgage Loan and, in any event, all information that is required
to be provided to holders of the securities issued by the Securitization Trust that includes other Notes but not limited to standard
CREFC reports, provided that if an interest in the Junior Note or the Junior Noteholder is held by the Mortgage Loan Borrower or
a Mortgage Loan Borrower Related Party, then the Junior Noteholder shall not be entitled to receive the Asset Status Report or
any other information relating to the Special Servicer’s workout strategy;


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


(v)           
the Securitization Servicing Agreement may not be amended without the consent of the Junior Noteholder if such amendment
would materially and adversely affect its rights thereunder.


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


(e)  
At any time after the Securitization Date that the Senior Note is no longer subject to the provisions of the Securitization
Servicing Agreement, Senior Noteholder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that contains
servicing




    	 	15	 



    	 



    

provisions which are the same as or
more favorable to Junior Noteholder, in substance, to those in the Securitization Servicing Agreement and all references herein
to the “Securitization Servicing Agreement” shall mean such subsequent servicing agreement; provided, however, that
until a replacement servicing agreement has been entered into, the Senior Noteholder shall cause the Mortgage Loan to be serviced
in accordance with the servicing provisions set forth in the Securitization Servicing Agreement as if such agreement was still
in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement servicing agreement
is in place, the actual servicing of the Mortgage Loan may be performed by any nationally recognized commercial mortgage loan servicer
appointed by Senior Noteholder and does not have to be performed by the service providers set forth under the Securitization Servicing
Agreement.


Section 3.               
Subordination of Junior Note; Payments Prior to a Sequential Pay Event. The Junior Note and the right of the Junior
Noteholder to receive payments of interest, principal and other amounts with respect to such Junior Note shall at all times be
junior, subject and subordinate to the Senior Note and the right of the Senior Noteholder to receive payments of interest, principal
and other amounts with respect to the Senior Note as set forth herein. If no Sequential Pay Event, as determined by the applicable
Servicer, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for
payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds
thereof, whether received in the form of Monthly Payments, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty,
letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance Proceeds or Condemnation Proceeds (other
than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage
Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but
excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent, in accordance
with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on account of recoveries
in respect of Advances then due and payable or reimbursable to the Servicer under the Servicing Agreement and (y) all amounts that
are then due, payable or reimbursable to any Servicer, Securitization Operating Advisor, Certificate Administrator or Trustee with
respect to this Mortgage Loan pursuant to the Servicing Agreement, shall be applied by the Senior Noteholder (or its designee)
and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made
at such times as are set forth in the Servicing Agreement):


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


(b)              
second, to the Senior Noteholder in an amount equal to all principal payments received, if any, with respect to such Monthly
Payment Date with respect to the Mortgage Loan, until the Senior Note Principal Balance has been reduced to zero;


(c)              
third, to the Senior Noteholder up to the amount of any unreimbursed costs and expenses paid by the Senior Noteholder including
any Recovered Costs not previously reimbursed to the Senior Noteholder (or paid or advanced by any Servicer on its behalf and not




    	 	16	 



    	 



    

previously paid or reimbursed) with
respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement;


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


(e)              
fifth, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to the Senior Noteholder
in an amount up to its Relative Spread Fraction multiplied by such Prepayment Premium;


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


(g)              
seventh, to the Junior Noteholder in an amount equal to all principal payments received, if any, with respect to such Monthly
Payment Date with respect to the Mortgage Loan, until the Junior Note Principal Balance has been reduced to zero;


(h)              
eighth, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to the Junior Noteholder
in an amount up to its Relative Spread Fraction multiplied by such Prepayment Premium;


(i)                
ninth, to the extent the Junior Noteholder has made any payments or advances to cure defaults pursuant to Section 11, to
reimburse the Junior Noteholder for all such cure payments;


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


(k)              
eleventh, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise
applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to
pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate
to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be
paid to the Senior Noteholder and the Junior Noteholder, pro rata, based on their respective Percentage Interests; and


(l)                
twelfth, if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied
in accordance with the foregoing clauses (a)-(k), any




    	 	17	 



    	 



    

remaining amount shall be paid pro
rata to the Senior Noteholder and the Junior Noteholder in accordance with their respective initial Percentage Interests.


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


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


(b)              
second, to the Senior Noteholder in an amount equal to all amounts allocated as principal, if any, with respect to such
Monthly Payment Date with respect to the Mortgage Loan, until the Senior Note Principal Balance has been reduced to zero;


(c)              
third, to the Senior Noteholder up to the amount of any unreimbursed costs and expenses paid by the Senior Noteholder including
any Recovered Costs not previously reimbursed to the Senior Noteholder (or paid or advanced by any Servicer on its behalf and not
previously paid or reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement;


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




    	 	18	 



    	 



    

(e)              
 fifth, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to the Senior Noteholder
in an amount up to its Relative Spread Fraction multiplied by such Prepayment Premium;


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


(g)              
seventh, to the Junior Noteholder in an amount equal to all amounts allocated as principal, if any, with respect to such
Monthly Payment Date with respect to the Mortgage Loan, until the Junior Note Principal Balance has been reduced to zero;


(h)              
eighth, any Prepayment Premium, to the extent paid by the Mortgage Loan Borrower, shall be paid to the Junior Noteholder
in an amount up to its Relative Spread Fraction multiplied by such Prepayment Premium;


(i)                
ninth, to the extent the Junior Noteholder has made any payments or advances to cure defaults pursuant to Section 11, to
reimburse the Junior Noteholder for all such cure payments;


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


(k)              
eleventh, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise
applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to
pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate
to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be
paid to the Senior Noteholder and the Junior Noteholder, pro rata, based on their respective Percentage Interests; and


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


Section 5.               
Administration of the Mortgage Loan.


(a)              
Subject to this Agreement (including, without limitation, Section 5(f) below) and the Servicing Agreement, the Senior Noteholder
(or the Servicer acting on behalf of the Senior Noteholder) 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




    	 	19	 



    	 



    

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


(b)              
The administration of the Mortgage Loan shall be governed by this Agreement and the Servicing Agreement. The Junior Noteholder
agrees to be bound by the terms of the Servicing Agreement. Servicing of the Mortgage Loan shall be carried out by the Master Servicer
and, if the Mortgage Loan is a Specially Serviced Mortgage Loan, by the Special Servicer, in each case pursuant to the Servicing
Agreement. Notwithstanding anything to the contrary contained herein, in accordance with the Servicing Agreement, the Senior Noteholder
shall cause the Master Servicer and the Special Servicer to service and administer the Mortgage Loan in accordance with the Servicing
Standard, taking into account the interests of the Senior Noteholder and the Junior Noteholder (it being understood that the interest
of the Junior Noteholder is a junior Note interest, subject to the terms and conditions of this Agreement), and any Junior Noteholder
who is not the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party shall be deemed a third party beneficiary of such
provisions of the Servicing Agreement. The foregoing provisions of this Section 5(b) shall not limit or modify the rights
of the Controlling Noteholder and/or the Junior Operating Advisor to exercise their respective rights specifically set forth under
this Agreement.


(c)              
Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Servicing Agreement
and this Agreement (including, without limitation, Section 6), if the Senior Noteholder in connection with a Workout of the Mortgage
Loan modifies the terms thereof such that (i) the unpaid principal balance of the Mortgage Loan is decreased, (ii) the
Interest Rate or scheduled amortization payments on such Mortgage Loan are reduced, (iii) payments of interest or principal
on such Mortgage Loan are waived, reduced or deferred or (iv) any other adjustment (other than an increase in the Interest
Rate or increase in scheduled amortization payments) is made to any of the terms of the Mortgage Loan, all payments to the Senior
Noteholder pursuant to Section 3 and Section 4, as applicable, shall be made as though such Workout did not occur, with
the payment terms of the Senior Note remaining the same as they are on the date hereof, the Junior Note shall bear the full economic
effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such Workout (up to the amount
otherwise due on the Junior Note). Subject to the Servicing Agreement and this Agreement (including without limitation Section 6),
in the case of any modification or amendment described above, the Senior Noteholder will have the sole authority




    	 	20	 



    	 



    

and ability to revise the payment provisions
set forth in Section 3 and Section 4 above in a manner that reflects the subordination of the Junior Note to the Senior
Note with respect to the loss that is the result of such amendment or modification, including: (i) the ability to increase
the Senior Note Percentage Interest and to reduce the Junior Note Percentage Interest in a manner that reflects a loss in principal
as a result of such amendment or modification and (ii) the ability to change the Senior Note Rate and the Junior Note Rate,
as applicable, in order to reflect a reduction in the Interest Rate of the Mortgage Loan but shall not be permitted to change the
order of the clauses set forth in Sections 3 and 4 hereof. Notwithstanding the foregoing, if any Workout, modification or amendment
of the Mortgage Loan extends the original maturity date of the Mortgage Loan, for purposes of this paragraph, the Balloon Payment
will be deemed not to be due on the original maturity date of the Mortgage Loan but will be deemed due on the extended maturity
date of the Mortgage Loan.


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


(e)              
For so long as the Senior Note is included as an asset of a REMIC, any provision of this Agreement to the contrary notwithstanding:
(i) the Mortgage Loan shall be administered such that the Senior Note and the Junior Note shall each qualify at all times as (or
as interests in) a “qualified mortgage” within the meaning of Sections 860G(a)(3) of the Code, (ii) any real property
(and related personal property) acquired by or on behalf of the Senior Noteholder pursuant to a foreclosure, exercise of a power
of sale or delivery of a deed in lieu of foreclosure of the Mortgage or lien on such property following a default on the Mortgage
Loan shall be administered so that the interests of the Noteholders therein shall at all times qualify as “foreclosure property”
within the meaning of Sections 860G(a)(8) of the Code and (iii) the Senior Noteholder may not 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 Senior Noteholder 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 Stated Department of the Treasury, more than three months after the earliest startup day of any REMIC which includes
the Senior Note (or any portion thereof). The Noteholders agree that the provisions of this Section 5(e) shall be effected by compliance
by the Senior Noteholder or its assignees with this Agreement or the Servicing Agreement or any other agreement which governs the
administration of the Mortgage Loan or the Senior Noteholder’s interests therein. All costs and expenses of compliance with
this Section 5(e), to the extent that such costs and expenses relate to administration of a REMIC or to any determination respecting
the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense, shall
be borne by the Senior Noteholder.


(f)               
If any consent, modification, amendment or waiver under or other action in respect of a Mortgage (whether or not a Servicing
Transfer Event has occurred and is continuing) that would constitute a Major Decision has been requested or proposed, at least
ten (10) Business Days prior to taking action with respect to such Major Decision (or making a determination not to take action
with respect to such Major Decision), the Servicer shall receive




    	 	21	 



    	 



    

the written consent of the Controlling
Noteholder (or its Junior Operating Advisor) before implementing a decision with respect to such Major Decision.


If the Senior Noteholder
(or Servicer acting on its behalf) has not received a response from the Controlling Noteholder (or its Junior Operating Advisor)
with respect to such Major Decision within five (5) Business Days after delivery of the notice of a Major Decision, the Senior
Noteholder (or Servicer acting on its behalf) shall deliver an additional copy of the notice of a Major Decision in all caps bold
14-point font: “This is a Second Notice. Failure to respond within five (5) Business Days of this Second Notice will result
in a loss of your right to consent with respect to this decision.” and if the Controlling Noteholder (or its Junior Operating
Advisor) fails to respond to the Senior Noteholder (or Servicer acting on its behalf) with respect to any such proposed action
within five (5) Business Days after receipt of such second notice, the Controlling Noteholder (or its Junior Operating Advisor),
as applicable, shall have no further consent rights with respect to such action.


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


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


(g)              
The Controlling Noteholder shall be entitled to avoid its applicable Control Appraisal Period caused by application of an
Appraisal Reduction Amount upon satisfaction of the following (which must be completed within thirty (30) days of the receipt of
a third party Appraisal that indicates such Control Appraisal Period has occurred): (i) such Controlling Noteholder shall have
delivered as a supplement to the appraised value of the Mortgaged Property, in the amount specified in clause (ii) below, to the
Servicer, together with documentation acceptable to the Servicer in accordance with the Servicing Standard to create and perfect
a first priority security interest in favor of the Senior Noteholder in such collateral (a) cash collateral for the benefit of,
and acceptable to, the Servicer or (b) an unconditional and irrevocable standby letter of credit with the Senior Noteholder as
the beneficiary, issued by a




    	 	22	 



    	 



    

bank or other financial institutions
the long term unsecured debt obligations of which are rated at least “AA” by S&P and “A” by Fitch or
the short term obligations of which are rated at least “A-1+” by S&P and “F-1” by Fitch (either (a)
or (b), the “Threshold Event Collateral”), and (ii) the Threshold Event Collateral shall be in an amount which,
when added to the appraised value of the Mortgaged Property as determined pursuant to the Servicing Agreement, would cause the
applicable Control Appraisal Period not to occur. If the requirements of this paragraph are satisfied by the Controlling Noteholder
(a “Threshold Event Cure”), no Control Appraisal Period caused by application of an Appraisal Reduction Amount
shall be deemed to have occurred. If a letter of credit is furnished as Threshold Event Collateral, the applicable Controlling
Noteholder shall be required to renew such letter of credit not later than thirty (30) days prior to expiration thereof or to replace
such letter of credit with a substitute letter of credit or other Threshold Event Collateral with an expiration date that is greater
than forty-five (45) days from the date of substitution; provided, however, that, if a letter of credit is not renewed
prior to thirty (30) days prior to the expiration date of such letter of credit, the letter of credit shall provide that the Servicer
may (and at the direction of the applicable Controlling Noteholder, shall) draw upon such letter of credit and hold the proceeds
thereof as Threshold Event Collateral. If a letter of credit is furnished as Threshold Event Collateral, the applicable Controlling
Noteholder shall be required to replace such letter of credit with other Threshold Event Collateral within 30 days if the credit
ratings of the issuing entity are downgraded below the required ratings; provided, however, that, if such Threshold
Collateral is not so replaced, the Servicer shall draw upon such letter of credit and hold the proceeds thereof as Threshold Event
Collateral. The Threshold Event Cure shall continue until (i) the appraised value of the Mortgaged Property plus the value of the
Threshold Event Collateral would not be sufficient to prevent a Control Appraisal Period from occurring; or (ii) the occurrence
of a Final Recovery Determination. If the appraised value of the Mortgaged Property, upon any redetermination thereof, is sufficient
to avoid the occurrence of a Control Appraisal Period without taking into consideration any, or some portion of, Threshold Event
Collateral previously delivered by the Controlling Noteholder, any or such portion of Threshold Event Collateral held by the Servicer
shall promptly be returned to such Controlling Noteholder (at its sole expense). Upon a Final Recovery Determination with respect
to the Mortgage Loan, such Threshold Event Collateral shall be available to reimburse each Noteholder for any realized loss pursuant
to Section 3 or 4, as applicable, with respect to the Mortgage Loan after application of the net proceeds of liquidation, not in
excess of the Senior Note Principal Balance and the Junior Note Principal Balance, as the case may be, plus accrued and unpaid
interest thereon at the applicable interest rate and all other Additional Servicing Expenses reimbursable under this Agreement
and under the Servicing Agreement. Any Threshold Event Collateral shall be treated as an “outside reserve fund” for
purposes of the REMIC Provisions and such property (and the right to reimbursement of any amounts with respect thereto from a REMIC)
shall be beneficially owned by the posting Noteholder who shall be taxed on all income with respect thereto. The entire amount
of Threshold Event Collateral, without a haircut or other reduction, shall be considered in determining the sufficiency of such
Threshold Event Collateral to avoid a Control Appraisal Period.


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


Section 6.               
Appointment of Junior Operating Advisor.




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(a)  
 The Controlling Noteholder shall have the right at any time to appoint an Junior Operating Advisor to exercise its rights
hereunder (the “Junior Operating Advisor”). The Controlling Noteholder shall have the right in its sole discretion
at any time and from time to time to remove and replace the Junior Operating Advisor. When exercising its various rights under
Section 5 and elsewhere in this Agreement, the Controlling Noteholder may, at its option, in each case, act through the Junior
Operating Advisor. The Junior Operating Advisor may be any Person (other than the Mortgage Loan Borrower, its principal or any
Affiliate of the Mortgage Loan Borrower), including, without limitation, the Controlling Noteholder, any officer or employee of
the Controlling Noteholder, any Affiliate of the Controlling Noteholder or any other unrelated third party. No such Junior Operating
Advisor shall owe any fiduciary duty or other duty to any other Person (other than the Controlling Noteholder). All actions that
are permitted to be taken by the Controlling Noteholder under this Agreement may be taken by the Junior Operating Advisor acting
on behalf of the Controlling Noteholder and the Senior Noteholder will accept such actions of the Junior Operating Advisor as actions
of the Controlling Noteholder. Senior Noteholder (or any Servicer on its behalf) shall not be required to recognize any Person
as an Junior Operating Advisor until the Controlling Noteholder has notified the Senior Noteholder (and any Servicer) of such appointment
and, if the Junior Operating Advisor is not the same Person as the Controlling Noteholder, the Junior Operating Advisor provides
the Senior Noteholder (and any Servicer) 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). Senior Noteholder shall promptly
deliver such information to any Servicer.


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


(c)              
If the Senior Noteholder is the Controlling Noteholder, the Junior Noteholder acknowledges and agrees all of the aforementioned
rights and obligations of the Controlling Noteholder and the Junior Operating Advisor set forth in Section 5(f) and 5(g) and




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this Section 6 shall be exercisable
by the Senior Noteholder (or the applicable Person specified in the Servicing Agreement) to the extent set forth in the Servicing
Agreement.


Section 7.               
Special Servicer. The Senior Noteholder, at its expense (including, without limitation, the reasonable costs and
expenses of counsel to any third parties and costs and expenses of the terminated Special Servicer), shall have the right to appoint
the Special Servicer with respect to the Mortgage Loan. The Senior Noteholder shall be entitled to terminate the rights and obligations
of the Special Servicer under the Servicing Agreement, with or without cause, upon at least ten (10) Business Days’ prior
notice to the Special Servicer (provided, however, that the Senior Noteholder shall not be liable for any termination or similar
fee in connection with the removal of the Special Servicer in accordance with this Section 7); such termination not be effective
unless and until (A) each Rating Agency delivers Rating Agency Confirmation (to the extent the Mortgage Loan has been securitized);
(B) the initial or successor Special Servicer has assumed in writing (from and after the date such successor Special Servicer becomes
the Special Servicer) all of the responsibilities, duties and liabilities of the Special Servicer under the Servicing Agreement
from and after the date it becomes the Special Servicer as they relate to such Mortgage Loan pursuant to an assumption agreement
reasonably satisfactory to the Trustee; and (C) the Trustee shall have received an opinion of counsel reasonably satisfactory to
the Trustee to the effect that (x) the designation of such replacement to serve as Special Servicer is in compliance with the Servicing
Agreement, (y) such replacement will be bound by the terms of the Servicing Agreement with respect to such Mortgage Loan and (z)
subject to customary qualifications and exceptions, the applicable servicing agreement will be enforceable against such replacement
in accordance with its terms. The Senior Noteholder shall promptly provide copies to any terminated Special Servicer of the documents
referred to in the preceding sentence. Prior to the Securitization, if the Mortgage Loan becomes a Specially Serviced Mortgage
Loan, and if not later than thirty (30) days after the Mortgage Loan becomes a Specially Serviced Mortgage Loan the Senior Noteholder
elects to replace the Special Servicer, then each Noteholder agrees that no liquidation fees or workout fees shall be payable to
the Special Servicer being replaced, unless such Special Servicer shall have either successfully completed a workout or a liquidation,
in which case such fees shall be payable as provided herein.


Section 8.               
Payment Procedure.


(a)              
The Senior Noteholder (or the Servicer on its behalf), in accordance with the priorities set forth in Section 3 or 4, as
applicable, and subject to the terms of the Servicing Agreement, will deposit or cause to be deposited all payments allocable to
the Notes to the Collection Account for the Notes established pursuant to the Servicing Agreement. The Senior Noteholder (or the
Servicer on its behalf) shall establish a segregated sub-account for amounts due to the Senior Noteholder and the Junior Noteholder.
The Senior Noteholder (or the Servicer acting on its behalf) shall deposit such amounts to the applicable account on the Business
Day next following the date such payment was received by the Senior Noteholder (or the Servicer acting on its behalf) from or on
behalf of the Mortgage Loan Borrower.


(b)              
If the Senior Noteholder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any
time that any amount received or collected in respect of the Senior Note or the Junior Note must, pursuant to any insolvency bankruptcy,




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fraudulent conveyance, preference or
similar law, be returned to the Mortgage Loan Borrower or paid to the Senior Noteholder, the Junior Noteholder or any Servicer
or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Senior Noteholder (or the Servicer
on its behalf) shall not be required to distribute any portion thereof to such Junior Noteholder or the Senior Noteholder, as applicable,
and the Junior Noteholder will promptly on demand by the Senior Noteholder (or the Servicer on its behalf) repay to the Senior
Noteholder (or the Servicer on its behalf) any portion thereof that the Senior Noteholder (or the Servicer on its behalf) shall
have theretofore distributed to the Junior Noteholder together with interest thereon at such rate, if any, as the Senior Noteholder
shall have been required to pay to any Mortgage Loan Borrower, the Senior Noteholder, Master Servicer, Special Servicer or such
other Person with respect thereto.


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


(d)              
Each of the Senior Noteholder and the Junior Noteholder agrees that if at any time it shall receive from any sources whatsoever
any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to
the Senior Noteholder (or the Servicer on its behalf) or the Junior Noteholder, as applicable, subject to this Agreement and the
Servicing Agreement. The Senior Noteholder (or the Servicer on its behalf) shall have the right to offset any amounts due hereunder
from the Junior Noteholder with respect to the Mortgage Loan against any future payments due to the Junior Noteholder under the
Mortgage Loan, provided, that the Senior Noteholder’s and the Junior Noteholder’s obligations under this Section
8 are separate and distinct obligations from one another and in no event shall Senior Noteholder (or the Servicer on its behalf)
enforce the obligations of the Senior Noteholder against the Junior Noteholder or the obligations of the Junior Noteholder against
the Senior Noteholder. The Senior Noteholder’s and the Junior Noteholder’s obligations under this Section 8 constitute
absolute, unconditional and continuing obligations.


Section 9.               
Limitation on Liability of the Noteholders. The Senior Noteholder (including any Servicer) shall have no liability
to the Junior Noteholder with respect to the Junior Note except with respect to losses actually suffered due to the gross negligence,
willful misconduct or breach of this Agreement on the part of the Senior Noteholder. The Junior Noteholder shall have no liability
to the Senior Noteholder with respect to the Senior Note except with respect to losses actually suffered due to the gross negligence,
willful misconduct or breach of this Agreement on the part of the Junior Noteholder.


The Junior Noteholder
acknowledges that, subject to the terms and conditions hereof and the obligation of the Senior Noteholder (including any Servicer)
to comply with, and except as otherwise required by, the Servicing Standard, the Senior Noteholder (including any Servicer) may
exercise, or omit to exercise, any rights that the Senior Noteholder may have




    	 	26	 



    	 



    

under this Agreement and the Servicing
Agreement in a manner that may be adverse to the interests of the Junior Noteholder and that the Senior Noteholder (including any
Servicer) shall have no liability whatsoever to the Junior Noteholder in connection with the Senior Noteholder’s exercise
of rights or any omission by the Senior Noteholder to exercise such rights other than as described above; provided, however,
that the Servicer must act in accordance with the Servicing Standard.


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


Section 10.           
Bankruptcy. Subject to the provisions of Section 5(f) hereof, the Junior Noteholder hereby covenants and agrees that
only the Senior Noteholder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition under
Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person
to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part
of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Subject to the
provisions of Section 5(f) hereof, the Junior Noteholder further agrees that only the Senior Noteholder, as a creditor, can make
any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other
action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding. The
Junior Noteholder hereby appoints the Senior Noteholder as its agent, and grants to the Senior Noteholder an irrevocable power
of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions
available to the Junior Noteholder in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy Code
or in any other Insolvency Proceeding, including, without limitation, the right to file and/or prosecute any claim, vote to accept
or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect to the Mortgage Loan, and to file
a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan. The Junior Noteholder in its capacity
as such, hereby agrees that, upon the request of the Senior Noteholder, such Junior Noteholder shall execute, acknowledge and deliver
to the Senior Noteholder all and every such further deeds, conveyances and instruments as the Senior Noteholder 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.



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Section 11.          
Cure Rights of Controlling Noteholder.


(a)              
Subject to Section 11(b) below, in the event that the Mortgage Loan Borrower fails to make any payment of principal or interest
on the Mortgage Loan by the end of the applicable grace period (the “Grace Period”) for such payment permitted
under the applicable Mortgage Loan Documents (a “Monetary Default”), the Senior Noteholder shall provide notice
to the Controlling Noteholder and the Junior Operating Advisor of such default (the “Monetary Default Notice”).
The Controlling Noteholder shall have the right, but not the obligation, to cure such Monetary Default within five (5) Business
Days after receiving the Monetary Default Notice (the “Cure Period”) and at no other times. The Monetary Default
Notice shall contain a statement in boldface font that the Controlling Noteholder’s or the Junior Operating Advisor’s
failure to cure such Monetary Default within five (5) Business Days after receiving such notice will result in the termination
of the right to cure such Monetary Default. At the time a payment is made to cure a Monetary Default, the Controlling Noteholder
shall pay or reimburse the Senior Noteholder for all unreimbursed Advances (whether or not recoverable), Advance Interest Amounts,
any unpaid fees to any Servicer and any Additional Servicing Expenses. The Controlling Noteholder shall not be required, in order
to effect a cure hereunder, to pay any default interest or late charges under the Loan Documents. So long as a Monetary Default
exists for which a cure payment permitted hereunder is made, such Monetary Default shall not be treated as an Event of Default
by the Senior Noteholder (including for purposes of (i) the definition of “Sequential Pay Event,” (ii) accelerating
the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure
or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property;
or (iii) treating the Mortgage Loan as a Specially Serviced Mortgage Loan); provided that such limitation shall not prevent
the Senior Noteholder from collecting Default Interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by
a Noteholder on behalf of the Mortgage Loan Borrower to effect any cure shall be reimbursable to such Noteholder under Section 3
or Section 4, as applicable.


(b)              
Notwithstanding anything to the contrary contained in Section 11(a), the Junior Noteholder shall be limited to a combined
total of six (6) cures of Monetary Defaults or Non-Monetary Defaults, no more than three (3) of which may be consecutive, over
the term of the Mortgage Loan. Additional Cure Periods shall only be permitted with the consent of the Senior Noteholder.


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


(d)              
If an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage Loan Documents (a “Non-Monetary
Default”), the Senior




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Noteholder shall provide notice to the
Controlling Noteholder and the Junior Operating Advisor of such failure (the “Non-Monetary Default Notice”)
and the Controlling Noteholder shall have the right, but not the obligation, to cure such Non-Monetary Default within the same
period of time as the Mortgage Loan Borrower under the Mortgage Loan Documents, without regard for the date of receipt by the Controlling
Noteholder of the Non-Monetary Default Notice, or in any event, at least 30 days, to cure such Non-Monetary Default; provided,
however, if such Non-Monetary Default is susceptible of cure but cannot reasonably be cured within such period and if curative
action was promptly commenced and is being diligently pursued by the Controlling Noteholder, the Controlling Noteholder shall be
given an additional period of time as is reasonably necessary to enable the Controlling Noteholder in the exercise of due diligence
to cure such Non-Monetary Default for so long as (i) the Controlling Noteholder diligently and expeditiously proceeds to cure such
Non-Monetary Default, (ii) the Controlling Noteholder makes all cure payments that it is permitted to make in accordance with the
terms and provisions of Section 11(a) hereof, (iii) such additional period of time does not exceed sixty (60) days, (iv) such Non-Monetary
Default is not caused by an Insolvency Proceeding or during such period of time that the Controlling Noteholder has to cure a Non-Monetary
Default in accordance with this Section 11(d) (the “Non-Monetary Default Cure Period”), an Insolvency Proceeding
does not occur and (v) during such Non-Monetary Default Cure Period, there is no material adverse effect on the Mortgage Loan Borrower
or the Mortgaged Property or the value of the Mortgage Loan as a result of such Non-Monetary Default or the attempted cure. The
Non-Monetary Default Notice shall contain a statement in boldface font that the Controlling Noteholder’s or the Junior Operating
Advisor’s failure to cure such Non-Monetary Default within the applicable Non-Monetary Default Cure Period after receiving
such notice will result in the termination of the right to cure such Non-Monetary Default. The Controlling Noteholder shall not
contact the Mortgage Loan Borrower in order to effect any cures under Sections 11(a) or this 11(d) without the prior written consent
of the Senior Noteholder.


Section 12.           
Purchase of Senior Note By Junior Noteholder. The Junior Noteholder shall have the right, by written notice to the
Senior Noteholder (a “Noteholder Purchase Notice”), delivered at any time an Event of Default under the Mortgage
Loan has occurred and is continuing, to purchase, in immediately available funds, the Senior Note in whole but not in part at the
applicable Defaulted Mortgage Loan Purchase Price. Upon the delivery of the Noteholder Purchase Notice to the Senior Noteholder,
the Senior Noteholder shall sell (and the Junior Noteholder shall purchase) the Senior Note (including, without limitation, any
Notes therein) at the applicable Defaulted Mortgage Loan Purchase Price, on a date (the “Defaulted Note Purchase Date”)
not more than thirty (30) days after the date of the Noteholder Purchase Notice, as shall be established by the Senior Noteholder.
The Noteholder Purchase Notice shall contain a statement in boldface font that the Junior Noteholder’s failure to purchase
the Senior Notes on a Defaulted Note Purchase Date will result in the termination of such right. The Junior Noteholder agrees that
the sale of the Senior Note shall comply with all requirements of the Servicing Agreement and that all costs and expenses related
thereto shall be paid by the Junior Noteholder. The Defaulted Mortgage Loan Purchase Price shall be calculated by the Senior Noteholder
(or the Servicer on its behalf) three (3) Business Days prior to the Defaulted Note Purchase Date (and such calculation shall be
accompanied by a listing of all amounts included in the Defaulted Mortgage Loan Purchase Price), and shall, absent manifest error,
be binding upon the Junior Noteholder. Concurrently with the payment to the Senior Noteholder in immediately available funds of
its respective portion of the applicable Defaulted Mortgage Loan




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Purchase Price, the Senior Noteholder
will execute at the sole cost and expense of the Junior Noteholder in favor of the Junior Noteholder assignment documentation which
will assign the Senior Note and the Mortgage Loan Documents without recourse, representations or warranties (except the Senior
Noteholder, and the Junior Noteholder, as applicable, will represent and warrant that it had good and marketable title to, was
the sole owner and holder of, and had power and authority to deliver the Mortgage Loan or Note, as applicable, free and clear of
all liens and encumbrances (other than the interest created by the Junior Note)). The right of the Junior Noteholder to purchase
the Senior Note shall automatically terminate upon a foreclosure sale, sale by power of sale or delivery of a deed in lieu of foreclosure
with respect to the Mortgaged Property (and the Senior Noteholder shall give the Junior Noteholder ten (10) days notice of its
intent with respect to such action). Notwithstanding the foregoing sentence, if title to the Mortgaged Property is transferred
to the Senior Noteholder (or a designee on its behalf) less than ten (10) days after the acceleration of the Mortgage Loan,
the Senior Noteholder shall notify the Junior Noteholder of such transfer and the Junior Noteholder shall have a fifteen (15)
day period from the date of such notice from the Senior Noteholder to deliver the Noteholder Purchase Notice to the Senior Noteholder,
in which case the Junior Noteholder will be obligated to purchase the Mortgaged Property, in immediately available funds, within
such fifteen (15) day period at the applicable Defaulted Mortgage Loan Purchase Price.


Section 13.           
Representations of Junior Noteholder. The Junior Noteholder represents, and it is specifically understood and agreed,
that it is acquiring its Junior Note for its own account in the ordinary course of its business and the Senior Noteholder shall
otherwise have no liability or responsibility to the Junior Noteholder except as expressly provided herein or for actions that
are taken or omitted to be taken by the Senior Noteholder that constitute gross negligence or willful misconduct or that constitute
a breach of this Agreement. The Junior Noteholder represents and warrants that the execution, delivery and performance of this
Agreement is within its corporate powers, has been duly authorized by all necessary corporate action, and does not contravene its
charter or any law or contractual restriction binding upon the Junior Noteholder, and that this Agreement is the legal, valid and
binding obligation of the Junior Noteholder enforceable against the Junior Noteholder in accordance with its terms, except as such
enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement
of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law), and except that the enforcement of rights with respect to indemnification and contribution
obligations may be limited by applicable law. The Junior Noteholder represents and warrants that it is duly organized, validly
existing, in good standing and possesses of all licenses and authorizations necessary to carry on its business. The Junior Noteholder
represents and warrants that (a) this Agreement has been duly executed and delivered by the Junior Noteholder, (b) to the Junior
Noteholder’s actual knowledge, all consents, approvals, authorizations, orders or filings of or with any court or governmental
agency or body, if any, required for the execution, delivery and performance of this Agreement by the Junior Noteholder have been
obtained or made and (c) to the Junior Noteholder’s actual knowledge, there is no pending action, suit or proceeding, arbitration
or governmental investigation against the Junior Noteholder, an adverse outcome of which would materially and adversely affect
its performance under this Agreement.


The Junior Noteholder
acknowledges that the Senior Noteholder does not owe the Junior Noteholder any fiduciary duty with respect to any action taken
under the Mortgage Loan




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Documents and, except as provided herein,
need not consult with the Junior Noteholder with respect to any action taken by the Senior Noteholder in connection with the Mortgage
Loan.


The Junior Noteholder
expressly and irrevocably waives for itself and any Person claiming through or under the Junior Noteholder any and all rights that
it may have under Section 1315 of the New York Real Property Actions and Proceedings Law or the provisions of any similar law which
purports to give a junior loan Noteholder the right to initiate any loan enforcement or foreclosure proceedings.


Section 14.           
Representations of the Initial Senior Noteholder. The Initial Senior Noteholder represents and warrants that the
execution, delivery and performance of this Agreement is within its corporate powers, has been duly authorized by all necessary
corporate action, and does not contravene the Initial Senior Noteholder’s charter or any law or contractual restriction binding
upon the Initial Senior Noteholder, and that this Agreement is the legal, valid and binding obligation of the Initial Senior Noteholder
enforceable against the Initial Senior Noteholder in accordance with its terms. The Initial Senior Noteholder represents and warrants
that it is duly organized, validly existing, in good standing and possession of all licenses and authorizations necessary to carry
on its business. The Initial Senior Noteholder represents and warrants that (a) this Agreement has been duly executed and
delivered by the Initial Senior Noteholder, (b) to the Initial Senior Noteholder’s actual knowledge, all consents, approvals,
authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery
and performance of this Agreement by the Initial Senior Noteholder has been obtained or made and (c) to the Initial Senior
Noteholder’s actual knowledge, there is no pending action, suit or proceeding, arbitration or governmental investigation
against the Initial Senior Noteholder, an adverse outcome of which would materially and adversely affect its performance under
this Agreement.


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



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Section 16.           
No Creation of a Partnership or Exclusive Purchase Right. Nothing contained in this Agreement, and no action taken
pursuant hereto shall be deemed to constitute the relationship created hereby among any of the Noteholders as a partnership, association,
joint venture or other entity. The Senior Noteholder shall have no obligation whatsoever to offer to the Junior Noteholder the
opportunity to purchase a Note interest in any future loans originated by the Senior Noteholder or its Affiliates and if the Senior
Noteholder chooses to offer to the Junior Noteholder the opportunity to purchase a Note interest in any future mortgage loans
originated by the Senior Noteholder or its Affiliates, such offer shall be at such purchase price and interest rate as the Senior
Noteholder chooses, in its sole and absolute discretion. The Junior Noteholder shall not have any obligation whatsoever to purchase
from the Senior Noteholder a Note interest in any future loans originated by the Senior Noteholder or its Affiliates.


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


Section 18.           
Other Business Activities of the Noteholders. The Junior Noteholder acknowledges that the Senior Noteholder 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 direct or indirect parent or Affiliate thereof, any entity that is a holder of debt secured by direct or indirect ownership
interests in the Mortgage Loan Borrower or any Affiliate thereof or any entity that is a holder of a preferred equity interest
in the Mortgage Loan Borrower or any Affiliate thereof (each, a “Mortgage Loan Borrower Related Party”),
and receive payments on such other loans or extensions of credit to Mortgage Loan Borrower Related Parties and otherwise act with
respect thereto freely and without accountability in the same manner as if this Agreement and the transactions contemplated hereby
were not in effect.


Section 19.           
Sale of the Junior Note and the Senior Note.


(a)  
The Junior Noteholder agrees that it will not Transfer all or any portion of the Junior Note except that the Junior Noteholder
shall have the right to Transfer its respective Note, or any portion thereof, (i) to a Qualified Institutional Lender, provided,
that promptly after the Transfer (x) the Senior Noteholder is provided with a representation from a transferee or the Junior Noteholder
certifying that such transferee is a Qualified Institutional Lender, (y) the Senior Noteholder is provided with a copy of the assignment
and assumption agreement referred to in Section 20 and (z) such transfer would not cause the Junior Note to be held by more than
five persons nor cause there to be no one person owning a majority of the Junior Note and (ii) to an entity that is not a Qualified
Institutional Lender; provided that the Junior Noteholder obtains (1) prior to a Securitization, the consent of the Senior Noteholder
and (2) after a Securitization, Rating Agency Confirmation (and for avoidance of doubt, no consent of the Senior Noteholder shall
be required after a Securitization); provided that in each of case (1) and (2), (x) promptly after the Transfer the Senior Noteholder
is provided with a copy of the assignment and assumption agreement referred to in Section 20 and (y) such transfer would not cause
the Junior Note to be held by more than five persons nor cause there to be no one person owning a majority of the Junior Note.
If the Junior Note is held by more than one Junior Noteholder at any time, the holders of a majority of the Principal Balance of
the Junior Note shall immediately appoint a




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representative to exercise all rights
of the Junior Note hereunder. Notwithstanding the foregoing, without the Senior Noteholder’s prior consent, which may be
withheld in the Senior Noteholder’s sole discretion, the Junior Noteholder shall not Transfer all or any portion of the Junior
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 Junior Noteholder agrees it will pay the expenses of the Senior
Noteholder (including all expenses of the Master Servicer and the Special Servicer) in connection with any such Transfer.


(b)              
Notwithstanding the foregoing, the Junior Noteholder shall have the right, without the need to obtain the consent of the
Senior Noteholder or any other Person, to Transfer 49% or less (in the aggregate) of its interest in the Junior Note to a Person
that has no direct rights with respect to the Junior Note or to a Qualified Institutional Lender; provided that any such
Transfer shall be made in accordance with the terms of this Section 19; provided, further that the Junior Noteholder
shall not Transfer all or any portion of the Junior Note to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party
and any such Transfer shall be void ab initio, absolutely null and void and shall vest no rights in the purported transferee. All
Transfers under Section 19(a) and (b) shall be made upon written notice to the Senior Noteholder not later than the date of such
Transfer, and each transferee shall (i) execute an assignment and assumption agreement whereby such transferee assumes all
or a ratable portion, as the case may be, of the obligations of the Junior Noteholder hereunder with respect to the Junior Note
from and after the date of such assignment (or, in the case, of a pledge, collateral assignment or other encumbrance made in accordance
with Section 19(e) by the Junior Noteholder of the Junior Note solely as security for a loan to the Junior Noteholder made by a
third-party lender whereby the Junior Noteholder remains fully liable under this Agreement, on or before the date on which such
lender succeeds to the rights of the Junior Noteholder by foreclosure or otherwise, such third-party lender executes an agreement
that such lender shall be bound by the terms and provisions of this Agreement and the obligations of the Junior Noteholder hereunder)
and (ii) agree in writing to be bound by the Servicing Agreement, unless the Servicing Agreement is not then in effect with
respect to the Mortgage Loan, in which event the parties will enter into or agree to be bound by any replacement servicing agreement
therefor in accordance with the provisions hereof. Upon the consummation of a Transfer of all or any portion of the Junior Note
in accordance with this Agreement, the transferring Person shall be released from all liability arising under this Agreement with
respect to the Junior Note (or the portion thereof that was the subject of such Transfer), for the period after the effective date
of such Transfer (it being understood and agreed that the foregoing release shall not apply in the case of a sale, assignment,
transfer or other disposition of a participation interest in the Junior Note as described in clause (c) below). In connection
with any such permitted transfer of a portion of the Junior Note and for all purposes of this Agreement, the Senior Noteholder
need only recognize the majority holder of the Junior Note for purposes of notices, consents and other communications between the
Senior Noteholder and such majority holder of the Junior Note shall be the only Person authorized hereunder to exercise any rights
of the Junior Noteholder under this Agreement; provided, however, the majority holder of the Junior Note may from
time to time designate any other Person as an additional party entitled to receive notices, consents and other communications and/or
to exercise rights on behalf of the Junior Noteholder hereunder by delivering written notice thereof to the Senior Noteholder,
and, from and after delivery of such




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notice, such designee shall be so authorized
hereunder and shall be the only party entitled to receive such notices, consents and such other communications and/or to exercise
such rights.


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


(d)              
The Senior Noteholder, shall have the right to Transfer all or any portion of either Note without the prior consent of any
Noteholder (i) prior to an Event of Default, to any party other than the Mortgage Loan Borrower or any Mortgage Loan Borrower Related
Party and (ii) after an Event of Default, to any party, including the Mortgage Loan Borrower and any Mortgage Loan Borrower Related
Party; provided, however, that following any Transfer of the Senior Note, the Mortgage Loan continues to be serviced
in its entirety pursuant to the Servicing Agreement by a Servicer unaffiliated with Mortgage Loan Borrower.


(e)              
Notwithstanding any other provision hereof, any Noteholder may pledge (a “Pledge”) its Note to any entity
(other than the Mortgage Loan Borrower or any Affiliate thereof) which has extended a credit or repurchase facility to such Noteholder
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 19(e), it being further agreed that a financing provided by a Note Pledgee to a Noteholder or any
person which Controls such Noteholder that is secured by such Noteholder’s interest in the applicable 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) prior to Securitization, the consent of each
other Noteholder and (b) after Securitization, Rating Agency Confirmation. Upon written notice by the applicable Noteholder to
the other Noteholders and any Servicer that a Pledge has been effected (including the name and address of the applicable Note Pledgee),
each of the other holders agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give Note Pledgee written
notice of any default by the pledging Noteholder in respect of its obligations under this Agreement of which default such Noteholder
has actual knowledge; (ii) to allow such Note Pledgee a period of ten (10) days to cure a default by the pledging Noteholder
in respect of its obligations to the other Noteholder hereunder, but such Note Pledgee shall not be obligated to cure any such
default; (iii) that no amendment, modification, waiver or termination of this Agreement shall be effective against such Note
Pledgee without the written consent of such Note Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed;




    	 	34	 



    	 



    

(iv) that such other Noteholder
shall give to such Note Pledgee copies of any notice of default under this Agreement simultaneously with the giving of same to
the pledging Noteholder and accept any cure thereof by such Note Pledgee which such pledging Noteholder has the right (but not
the obligation) to effect hereunder, as if such cure were made by such pledging Noteholder; (v) that such other Noteholder
shall deliver to Note Pledgee such estoppel certificate(s) as Note Pledgee shall reasonably request, provided that any such
certificate(s) shall be in a form reasonably satisfactory to such other Noteholder; and (vi) that, upon written notice (a
“Redirection Notice”) to the other Noteholders and any Servicer by such Note Pledgee that the pledging Noteholder
is in default, beyond any applicable cure periods, under the pledging Noteholder’s obligations to such Note Pledgee pursuant
to the applicable credit agreement between the pledging Noteholder and such Note Pledgee (which notice need not be joined in or
confirmed by the pledging Noteholder), and until such Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee
shall be entitled to receive any payments that any Noteholder or Servicer would otherwise be obligated to pay to the pledging Noteholder
from time to time pursuant to this Agreement or any Servicing Agreement. Any pledging Noteholder hereby unconditionally and absolutely
releases the other Noteholders and any Servicer from any liability to the pledging Noteholder on account of any Noteholder’s
or Servicer’s compliance with any Redirection Notice believed by any Servicer or any such other Noteholder to have been delivered
by a Note Pledgee. Note Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Noteholder 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 Noteholders 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 Noteholder’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 Noteholder hereunder accruing from and after such Transfer (i.e.,
realization upon the collateral by such Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The
rights of a Note Pledgee under this Section 19(e) shall remain effective as to any Noteholder (and any Servicer) unless and
until such Note Pledgee shall have notified any such Noteholder (and any Servicer, as applicable) in writing that its interest
in the pledged Note has terminated.


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


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


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




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


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


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


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


Section 21.           
Registration of the Senior Note and the Junior Note. 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 Section 20, shall be registered in the Note Register. The Person in whose name a Note is so
registered shall be deemed and treated as the sole owner and holder thereof for all purposes of this Agreement, except in the case
of the Initial Senior Noteholder and the Initial Junior Noteholder who may hold their Notes through a nominee. Upon request of
a Noteholder, the Agent shall provide such party with the names and addresses of the Noteholders. To the extent another party is
appointed as Agent hereunder, the Senior Noteholder and the Junior Noteholder hereby designates such person as its agent under
this Section 21 solely for purposes of maintaining the Note Register.



    	 	36	 



    	 



    




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


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


Section 24.           
Governing Law; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED
TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND
DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT
TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.


Section 25.           
Submission To Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:


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


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


(c)              
AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED




    	 	37	 



    	 



    

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 26.           
Modifications; Amendment. This Agreement shall not be modified, cancelled or terminated except by an instrument in
writing signed by the parties hereto (other than as set forth in Section 5(b)) and, after Securitization, Rating Agency Confirmation.


Section 27.           
Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective successors and permitted assigns. Except as provided herein, none of the provisions of
this Agreement shall be for the benefit of or enforceable by any Person not a party hereto. Subject to Section 19, each Noteholder
may assign or delegate its rights or obligations under this Agreement. Upon any such assignment, the assignee shall be entitled
to all rights and benefits of the Senior Noteholder or the Junior Noteholder, as applicable, hereunder, including, without limitation,
the right to make further assignments and grant additional Notes.


Section 28.           
Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall
be deemed to be an original and all of which when taken together shall constitute one and the same instrument, and the words “executed,”
signed,” “signature,” and words of like import as used above and elsewhere in this Agreement or in any other
certificate, agreement or document related to this transaction shall include, in addition to manually executed signatures, images
of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”)
and other electronic signatures (including, without limitation, any electronic sound, symbol, or process, attached to or logically
associated with a contract or other record and executed or adopted by a person with the intent to sign the record). The use of
electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent,
communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually
executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the
Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and
any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the
Uniform Commercial Code.


Section 29.           
Captions. The titles and headings of the paragraphs of this Agreement have been inserted for convenience of reference
only and are not intended to summarize or otherwise describe the subject matter of the paragraphs and shall not be given any consideration
in the construction of this Agreement.


Section 30.           
Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable laws,
such




    	 	38	 



    	 



    

provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this
Agreement.


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


Section 32.           
Withholding Taxes.


(a)              
If the Senior Noteholder or the Mortgage Loan Borrower shall be required by law to deduct and withhold Taxes from interest,
fees or other amounts payable to the Junior Noteholder with respect to the Mortgage Loan as a result of the Junior Noteholder constituting
a Non-Exempt Person, the Senior Noteholder, in its capacity as servicer, shall be entitled to do so with respect to the Junior
Noteholder’s interest in such payment (all withheld amounts being deemed paid to the Junior Noteholder), provided
that Senior Noteholder shall furnish such Junior Noteholder 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 Junior Noteholder to seek any allowable
credits or deductions for the Taxes so withheld in each jurisdiction in which the Junior Noteholder is subject to tax.


(b)              
The Junior Noteholder shall and hereby agrees to indemnify the Senior Noteholder against and hold the Senior Noteholder
harmless from and against any Taxes, interest, penalties and attorneys’ fees and disbursements arising or resulting from
any failure of the Senior Noteholder (or the Servicer on its behalf) to withhold Taxes from payment made to the Junior Noteholder
in reliance upon any representation, certificate, statement, document or instrument made or provided by the Junior Noteholder to
the Senior Noteholder in connection with the obligation of the Senior Noteholder to withhold Taxes from payments made to the Junior
Noteholder, it being expressly understood and agreed that (i) the Senior Noteholder 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) the Junior Noteholder shall, upon request of the Senior Noteholder and at
its sole cost and expense, defend any claim or action relating to the foregoing indemnification using counsel selected by the Senior
Noteholder.


(c)              
The Junior Noteholder represents to the Senior Noteholder (for the benefit of the Mortgage Loan Borrower) that it is not
a Non-Exempt Person and that neither the Senior Noteholder 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, the Junior Noteholder
shall deliver to the Senior Noteholder or Servicer, as applicable, evidence satisfactory to the Senior Noteholder substantiating
that the Junior Noteholder is not a Non-Exempt Person and that the Senior Noteholder 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




    	 	39	 



    	 



    

the foregoing, (i) if the Junior Noteholder
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 Senior Noteholder an Internal Revenue Service Form W-9 and (ii) if
the Junior Noteholder is not created or organized under the laws of the United States, any state thereof or the District of Columbia,
and if the payment of interest or other amounts by the Mortgage Loan Borrower is treated for United States income tax purposes
as derived in whole or part from sources within the United States, the Junior Noteholder shall satisfy the requirements of the
preceding sentence by furnishing to the Senior Noteholder 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 the Junior Noteholder, as evidence of
the Junior Noteholder’s exemption from the withholding of United States tax with respect thereto. The Senior Noteholder shall
not be obligated to make any payment hereunder to the Junior Noteholder in respect of its Junior Note or otherwise until the Junior
Noteholder shall have furnished to the Senior Noteholder the requested forms, certificates, statements or documents.


Section 33.           
Custody of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than the Junior Note)
shall be held by the Senior Noteholder (or a custodian acting on behalf of the Senior Noteholder) on behalf of the registered holders
of the Notes. Notwithstanding the to the contrary in this Agreement, upon a Securitization of the Senior Note, the originals of
all of the Mortgage Loan Documents (other than the Junior Note) shall be held by the Custodian (as defined in the Securitization
Servicing Agreement).


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


All notices and reports
(including, without limitation, Asset Status Reports) required to be delivered hereunder by the Senior Noteholder (or the Servicer
on its behalf) to the Controlling Noteholder (or its Junior Operating Advisor), or by the Controlling Noteholder (or its Junior
Operating Advisor) to the Senior Noteholder (or the Servicer on its behalf), shall also be delivered by the applicable party to
the Junior Noteholder.


Section 35.           
Broker. The Junior Noteholder and the Senior Noteholder represent to each other that no broker was responsible for
bringing about this transaction.


Section 36.           
Certain Matters Affecting the Agent.


(a)              
The Agent may request and/or rely upon and shall be protected in acting or refraining from acting upon any officer’s
certificate or assignment and assumption agreement delivered to the Agent pursuant to Section 20;




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


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


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


(e)              
The Agent shall not be bound to make any investigation into the facts or matters stated in any officer’s certificate
or assignment and assumption agreement delivered to the Agent pursuant to Section 20; and


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


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


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


Section 38.           
Resizing. In connection with the Mortgage Loan, the Junior Noteholder agrees that if, in connection with the Future
Securitization, it is advantageous to resize the Notes, the Junior Noteholder shall cooperate with the Senior Noteholder to resize
the Notes in connection therewith and shall adjust the principal balances of the Notes accordingly. In connection with the resizing
of the Notes, each Noteholder may allocate its rights hereunder among the new notes obtained by such Noteholder in any manner in
its sole discretion.






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Section 39.           
Conflict. To the extent of any inconsistency between the Servicing Agreement, on one hand, and this Agreement, on
the other, the Servicing Agreement shall control. 


 


 


[SIGNATURE PAGE FOLLOWS]


 




    	 	42	 



    	 



    

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


 


 


	 	GOLDMAN SACHS BANK USA, as Initial 
	 	Senior Noteholder
and Initial Agent
	 	 
	 	 
	 	 By:  	/s/ Leah Nivison
	 	 	Name: Leah Nivison  	
	 	 	Title:   Authorized Signatory	 
	 	 	 	 







	 	GOLDMAN SACHS BANK USA, as Initial 
	 	Junior Noteholder
	 	 
	 	 
	 	 By:  	/s/ Leah Nivison
	 	 	Name: Leah Nivison  	
	 	 	Title:   Authorized Signatory	 
	 	 	 	 


BMARK 2021-B25 -
AGREEMENT BETWEEN NOTEHOLDERS (AT HOME - WILLOW GROVE)










    	 		 



    	 



    

EXHIBIT A



MORTGAGE LOAN SCHEDULE


A.       Description
of Mortgage Loan:


 


	Mortgage Loan:	Loan Agreement, dated as of November 1, 2019 between GOLDMAN SACHS BANK USA, a New York state-chartered bank, as lender (together with its successors and assigns “Lender”), and NEW WILLOW GROVE PA RETAIL LLC, as borrower
	Mortgage Loan Borrower:	NEW WILLOW GROVE PA RETAIL LLC (together with its permitted successors and assigns, “Borrower”)
	Date of the Mortgage Loan, the Mortgage and Notes:	November 1, 2019
	Initial Principal Amount of Mortgage Loan:	$12,150,000.00
	Location of Mortgaged Property:	Willow Grove, PA
	Initial Maturity Date:	Payment Date in November 2029


B.       Description
of Note Interests:


	Initial Senior Note Principal Balance:	$10,150,000
	Initial Junior Note Principal Balance:	$2,000,000
	Initial Senior Note Percentage Interest:	83.5%
	Initial Junior Note Percentage Interest:	16.5%
	Senior Note Rate:	3.88%
	Junior Note Rate:	3.88%


 




    	 	A-1	 



    	 



    

EXHIBIT B


 


Initial Senior Noteholder and Initial Junior Noteholder:

GOLDMAN SACHS BANK USA



Notice Address:

Goldman Sachs Bank USA

200 West Street

New York, New York 10282

Attention: Leah Nivison

Email: leah.nivison@gs.com and gs-refgsecuritization@gs.com


 


with copies to:


 


Goldman Sachs Bank USA

200 West Street

New York, New York 10282

Attention: Joe Osborne

Email: joe.osborne@gs.com and gs-refgsecuritization@gs.com


 


and:



Cadwalader, Wickersham & Taft LLP


200 Liberty Street


New York, New York 10281


Attention: Lisa Pauquette, Esq.


Facsimile No.: (212) 504-6666


E-mail: lisa.pauquette@cwt.com




    	 	B-1	 



    	 



    

EXHIBIT C



PERMITTED FUND MANAGERS


 


		1.	Westbrook Partners



		2.	DLJ Real Estate Capital Partners



		3.	iStar Financial Inc.



		4.	Capital Trust, Inc.



		5.	Lend-Lease Real Estate Investments



		6.	Archon Capital, L.P.



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



		8.	The Blackstone Group International Ltd.



		9.	Apollo Real Estate Advisors



		10.	Colony Capital, Inc.



		11.	Praedium Group



		12.	J.E. 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.	Rialto Capital Management, LLC



		20.	Rialto Capital Partners, LLC



 



    	 	C-1