Exhibit 4.2 


 





EXECUTION
VERSION





	 



 







CO-LENDER AGREEMENT


 


Dated as of December 13, 2017





by and between


 


NATIXIS REAL ESTATE CAPITAL LLC

(Initial Note A-1 Holder)


 


NATIXIS REAL ESTATE CAPITAL LLC

(Initial Note A-2 Holder)


 


NATIXIS REAL ESTATE CAPITAL LLC

(Initial Note B-1 Holder)


 


and


 


NATIXIS REAL ESTATE CAPITAL LLC

(Initial Note B-2 Holder)


 


111 West Jackson 





	 


 




     


     


    

 


TABLE OF CONTENTS


 





	 	 	Page
	 	 	 
	Section 1	Definitions	2
	Section 2	Servicing of the Mortgage Loan	17
	Section 3	Priority of Payments	22
	Section 4	Workout	26
	Section 5	Administration of the Mortgage Loan	27
	Section 6	Appointment of Controlling Note Holder
    Representative and Non- Controlling Senior Note Holder Representative	31
	Section 7	Appointment of Special Servicer	35
	Section 8	Payment Procedure	36
	Section 9	Limitation on Liability of the Note Holders	37
	Section 10	Bankruptcy	37
	Section 11	Representations of the Note Holders	38
	Section 12	No Creation of a Partnership or Exclusive Purchase Right	39
	Section 13	Other Business Activities of the Note Holders	39
	Section 14	Sale of the Notes	39
	Section 15	Registration of the Notes and Each Note Holder	42
	Section 16	Governing Law; Waiver of Jury Trial	42
	Section 17	Submission To Jurisdiction; Waivers	43
	Section 18	Modifications	43
	Section 19	Successors and Assigns; Third Party Beneficiaries	43
	Section 20	Counterparts	44
	Section 21	Captions	44
	Section 22	Severability	44
	Section 23	Entire Agreement	44
	Section 24	Withholding Taxes	44
	Section 25	Custody of Mortgage Loan Documents	45
	Section 26	Cooperation in Securitization	46
	Section 27	Notices	47
	Section 28	Broker	47
	Section 29	Certain Matters Affecting the Agent	47
	Section 30	Termination and Resignation of Agent	48
	Section 31	Resizing	48
	Section 32	Cure Rights of Note B-1 Holder and Note B-2 Holder	49
	Section 33	Purchase Rights of Note B-1 Holder and Note B-2 Holder	51







 






     i


     


    

 


THIS CO-LENDER AGREEMENT
(this “Agreement”), dated as of December 13, 2017, by and among NATIXIS REAL ESTATE CAPITAL LLC (“Natixis”,
in its capacity as initial owner of Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial
agent, the “Initial Agent”), NATIXIS REAL ESTATE CAPITAL LLC (in its capacity as initial owner of Note A-2,
the “Initial Note A-2 Holder”), NATIXIS REAL ESTATE CAPITAL LLC (in its capacity as initial owner of Note B-1,
the “Initial Note B-1 Holder”), and NATIXIS REAL ESTATE CAPITAL LLC (in its capacity as initial owner of Note
B-2, the “Initial Note B-2 Holder” and, together with the Initial Note A-1 Holder, the Initial Note A-2 Holder
and the Initial Note B-1 Holder the “Initial Note Holders”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Mortgage Loan Agreement (as defined herein), Natixis originated a certain loan (the “Mortgage Loan”) described
on schedule Exhibit A hereto (the “Mortgage Loan Schedule”) to the mortgage loan borrower described on
the Mortgage Loan Schedule (collectively, the “Mortgage Loan Borrower”), which was evidenced by that certain
Promissory Note in the original principal amount of $105,000,000 dated as of November 15, 2017 (the “Original Promissory
Note”) made by the Mortgage Loan Borrower in favor of Natixis, and secured by a certain first mortgage (as amended, modified
or supplemented, the “Mortgage”) on one or more parcels of, or estates in, real property located as described
on the Mortgage Loan Schedule (collectively, the “Mortgaged Property”);


 


WHEREAS, Natixis has
elected to split the Original Promissory Note into the following promissory notes, each dated as of November 20, 2017, the designation
and original principal amount of which are as set forth below, made by the Mortgage Loan Borrower in favor of Natixis (as amended,
modified or supplemented, each a “Note” and collectively, the “Notes”): 


 


	Note	Initial Note Holder	Original Principal Balance
	Note A-1	Natixis	$11,000,000
	Note A-2	Natixis	$30,000,000
	Note B-1	Natixis	$34,000,000
	Note B-2	Natixis	$30,000,000


 


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


 


WHEREAS, Natixis intends
to sell, transfer and assign all of its right, title and interest in and to Note A-2 to UBS Commercial Mortgage Securitization
Corp. (“UBS”), as depositor, pursuant to a Mortgage Loan Purchase Agreement dated as of December 1, 2017, by
and between UBS, as purchaser, and Natixis, as seller, and UBS, as purchaser, intends to transfer its right, title and interest
in and to Note A-2 to Wilmington Trust, National Association, as trustee for the UBS 2017-C6 Commercial Mortgage Trust under a
pooling and servicing agreement, dated as of December 1, 2017, among UBS, as depositor, Wells Fargo Bank,


 






     


     


    

 


National Association,
master servicer, Rialto Capital Advisors, LLC, as special servicer, Pentalpha Surveillance LLC, as operating advisor and as asset
representations reviewer and Wells Fargo Bank, National Association, as certificate administrator;


 


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


 


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


 


“Additional
Servicing Expenses” shall mean (a) all property protection advances, fees and/or expenses incurred by and reimbursable
to any Servicer, Trustee or Certificate Administrator pursuant to the Lead Securitization Servicing Agreement, and (b) all interest
accrued on Advances made by any Servicer or Trustee in accordance with the terms of the Lead Securitization Servicing Agreement;
provided that: subject to industry standard floors and caps (i) the aggregate special servicing fee (which fee is payable
solely during the period that the Mortgage Loan is specially serviced) shall not exceed 0.25%, (ii) the special servicing liquidation
fee rate (or equivalent) shall not exceed 1.00%; and (iii) the special servicing workout fee rate (or equivalent) shall not exceed
1.00%.


 


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


 


“Advance Interest
Amount” shall mean interest payable on Advances, as specified in the Lead Securitization Servicing Agreement and/or the
Non-Lead Securitization Servicing Agreement.


 


“A Notes”
shall mean each of Note A-1 and Note A-2, as further described on the Mortgage Loan Schedule.


 


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


 


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


 


“Agent Office”
shall mean the designated office of the Agent, which office initially shall be the office of the Initial Note A-1 Holder listed
on Exhibit B hereto and after the Securitization Date, shall be the offices of the Servicer. The Agent Office 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.


 






     2


     


    

 


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


 


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


 


“Appraisal Reduction
Amount” shall have the meaning assigned to such term or an analogous term in the Lead Securitization Servicing Agreement.


 


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


 


“Appraisal Review
Period” shall have the meaning assigned to such term in Section 5(d)(ii).


 


“Appraised-Out
Holder” shall have the meaning assigned to such term in Section 5(d)(i).


 


“Appraised Value”
shall have the meaning assigned to such term or an analogous term in the Lead Securitization Servicing Agreement.


 


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


 


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


 


“Casualty/Condemnation
Prepayment” shall mean any Insurance Proceeds or Condmenation Proceeds that are requried to be applied as a prepayment
of the Mortgage Loan pursuant to the terms of the Mortgage Loan Agreement.


 


“Certificates”
shall mean any securities issued in connection with the Lead Securitization or a Non-Lead Securitization.


 


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


 


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


 


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


 


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


 






     3


     


    

 


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


 


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


 


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


 


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


 


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


 


“Control Appraisal
Period” means:


 


(a) with respect to Note
B-2, a Note B-2 Control Appraisal Period; and


 


(b) with respect to Note
B-1, a Note B-1 Control Appraisal Period.


 


“Controlling
Note Holder” shall mean as of the Closing Date, the Note B-2 Holder, and thereafter, as of any date of determination;


 


(a) if a
Note B-2 Control Appraisal Period has occurred and is continuing, but a Note B-1 Control Appraisal Period has not occurred and
is continuing, the Note B-1 Holder, and


 


(b) if a Note B-1 Control
Appraisal Period has occurred and is continuing, the Note A-1 Holder


 


At any time that Note
B-1 or Note A-1 is included in a Securitization and the Note B-1 Holder or the Note A-1 Holder is the “Controlling Note Holder”
pursuant to this definition, the rights of the “Controlling Note Holder” herein may be exercised by the holders of
the majority of the class of securities issued in such Securitization designated as the “controlling class” or such
other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Note Holder” hereunder, as
and to the extent provided in the applicable Securitization servicing agreement.


 


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


 


“Cure Period”
shall have the meaning assigned to such term in Section 32(a).


 


“Curing Note
Holder” shall have the meaning assigned to such term in Section 32(a).


 






     4


     


    

 


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


 


“Defaulted Mortgage
Loan Purchase Date” shall have the meaning assigned to such term in Section 33.


 


“Defaulted Mortgage
Loan Purchase Price” shall mean, with respect to the exercise of the right to purchase the Note A-1, Note A-2 and, if
applicable, Note B-1 pursuant to Section 33 the sum, without duplication, of:


 


(a) the
Note Principal Balance of Note A-1 and Note A-2;


 


(b) accrued
and unpaid interest thereon at the applicable 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 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 Note A-1, Note A-2 and, if applicable,
Note B-1 are purchased after ninety (90) days after such option first becomes exercisable pursuant to Section 33 of this Agreement,
any liquidation or workout fees payable under the Lead Securitization Servicing Agreement and the Non-Lead Securitization Servicing
Agreement with respect to each of such Notes; and


 


(g) in the
case of an exercise of the purchase option by the Note B-2 Holder, the Note Principal Balance of Note B-1 plus accrued and unpaid
interest thereon at the applicable 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.


 


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 applicable Note Rate on the Note Principal Balance of Note A-1, Note A-2 and, if applicable, Note
B-1 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 Note Holder exercising the purchase right under this Agreement.


 






     5


     


    

 


“Determination
Date” shall have the meaning assigned to such term or an analogous term in the Lead Securitization Servicing Agreement.


 


“Directing Certificateholder”
shall have the meaning assigned to such term in Section 6(c).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     6


     


    

 


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.


 


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


 


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


 


“Lead Securitization”
shall mean during the period (i) from and after the Note A-2 Securitization Date and prior to the Note A-1 Securitization
Date, the Note A-2 Securitization and (ii) from and after the Note A-1 Securitization Date, the Note A-1 Securitization.


 


“Lead Securitization
Note” shall mean during the period (i) from and after the Note A-2 Securitization Date and prior to the Note A-1 Securitization
Date, Note A-2 and (ii) from and after the Note A-1 Securitization Date, Note A-1 and, if Note B-1 is included as an asset of the
Note A-1 Securitization, Note B-1.


 


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


 


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


 


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


 


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


 


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


 


“Model PSA”
shall mean shall mean the Pooling and Servicing Agreement for the CSAIL 2017-CX10, Commercial Mortgage Pass-Through Certificates,
Series 2017-CX10 transaction, among Credit Suisse Commercial Mortgage Securities Corp., as depositor, KeyBank National Association,
as master servicer, CWCapital Asset Management LLC, as special servicer, Wells Fargo Bank, National Association, as certificate
administrator and as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer,
a copy of which is available from Natixis upon request.


 


“Monetary Default”
shall have the meaning assigned to such term in Section 32(a).


 






     7


     


    

 


“Monetary Default
Notice” shall have the meaning assigned to such term in Section 32(a).


 


“Monthly Payment”
shall mean have the meaning assigned to such term or an analogous term in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


“Mortgage Loan
Agreement” shall mean that certain Loan Agreement, dated as of November 15, 2017, between Natixis, as lender, and 111
West Jackson Holdings LLC as borrower, as the same may be further amended, restated, renewed, extended, modified or supplemented
from time to time, subject to the terms hereof.


 


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


 


“Mortgage Loan
Borrower Related Party” shall have the meaning given to the term “Borrower Party Affiliate” in the Lead Securitization
Servicing Agreement.


 


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


 


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


 


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


 


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


 


“Net Note Rate”
means, with respect to each Note, the Note Rate minus the applicable Servicing Fee Rate.


 


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


 


“Non-Controlling
Senior Note Holder” means the Note A-2 Holder.


 






     8


     


    

 


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


 


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


 


“Non-Lead Master
Servicer” shall have the meaning assigned to such term in Section 2(f).


 


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


 


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


 


“Non-Lead Securitization
Note” shall mean during the period (i) from and after the Note A-2 Securitization Date and prior to the Note A-1
Securitization Date, Note A-1 (ii) from and after the Note A-1 Securitization Date, Note A-2.


 


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


 


“Non-Lead Securitization
Servicing Agreement” shall have the meaning assigned to such term in Section 2(f).


 


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


 


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


 


“Non-Lead Special
Servicer” shall have the meaning assigned to such term in Section 2(f).


 


“Non-Lead Trustee”
shall have the meaning assigned to such term in Section 2(f).


 


“Non-Monetary
Default Cure Period” shall have the meaning assigned to such term in Section 32(d).


 


“Non-Monetary
Default” shall have the meaning assigned to such term in Section 32(d).


 






     9


     


    

 


“Non-Monetary
Default Notice” shall have the meaning assigned to such term in Section 32(d).


 


“Note Holder
Purchase Notice” shall have the meaning assigned to such term in Section 33.


 


“Note(s)”
shall have the meaning assigned to such term in the recitals.


 


“Note A Holder”
shall mean with regards to any A Note, the Initial Note Holder of such A Note or any subsequent holder of such A Note, as applicable.


 


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


 


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


 


“Note B-1”
shall mean Note B-1, as further described on the Mortgage Loan Schedule.


 


“Note B-1 Control
Appraisal Period” means any period, with respect to the Mortgage Loan, if and for so long as:


 


(a) (I)) the sum of (1) the initial Note Principal Balance of Note B-1 minus (2) the sum (without duplication) of (x)
any payments of principal (whether as principal prepayments or otherwise) allocated to, and received on, Note B-1 after the date
of creation of Note B-1, (y) any Appraisal Reduction Amount for the Mortgage Loan that is allocated to the Note B-1 and (z) any
losses realized with respect to any Mortgaged Property or the Mortgage Loan that are allocated to Note B-1, plus (3) the
Threshold Event Collateral then held by the Servicer, is less than


 


(II) twenty-five
percent (25%) of the remainder of the (i) initial Note Principal Balance of Note B-1 less (ii) any payments of principal
(whether as principal prepayments or otherwise) allocated to, and received by, the Note B-1 Holder on Note B-1 after the date
of creation of Note B-1; or


 


(b) any interest in the such Note is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, or the Mortgage
Loan Borrower or Mortgage Loan Borrower Related Party would otherwise be entitled to exercise the rights of the Note B-1 Holder
as the Controlling Note Holder.


 


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


 


“Note B-2”
shall mean Note B-2, as further described on the Mortgage Loan Schedule.


 






     10


     


    

 


“Note B-2 Control
Appraisal Period” means any period, with respect to the Mortgage Loan, if and for so long as:


 


(a) (I)
the initial Note Principal Balance of Note B-2 minus (2) the sum (without duplication) of (x) any payments of
principal (whether as principal prepayments or otherwise) allocated to, and received on, Note B-2 after the date of creation
of Note B-2, (y) any Appraisal Reduction Amount for the Mortgage Loan that is allocated to the Note B-2 and (z) any losses
realized with respect to any Mortgaged Property or the Mortgage Loan that are allocated to Note B-2, plus (3) the
Threshold Event Collateral then held by the Servicer, is less than


 


(II) twenty-five percent
(25%) of the remainder of the (i) initial Note Principal Balance of Note B-2 less (ii) any payments of principal (whether as principal
prepayments or otherwise) allocated to, and received by, the Note B-2 Holder on Note B-2 after the date of creation of Note B-2;
or


 


(b) any interest in the such Note is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, or the Mortgage
Loan Borrower or Mortgage Loan Borrower Related Party would otherwise be entitled to exercise the rights of the Note B-2 Holder
as the Controlling Note Holder.


 


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


 


“Note B Holder”
shall mean with regards to any Note B, the Initial Note Holder of such Note B or any subsequent holder of such Note B, as applicable.


 


“Note Holder”
shall mean with regards to any Note, the Initial Note Holder or any subsequent holder of such Note, as applicable.


 


“Note Holders”
shall mean collectively, the Initial Note Holders or any subsequent holder of the Notes.


 


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


 


“Note Principal
Balance” shall mean, with respect to each Note, at any time of determination, the principal balance for such Note, as
set forth on the Mortgage Loan Schedule, less any payments of principal thereon (or any New Notes issued in substitution thereof)
received by the related Note Holder (or any holders of New Notes in substitution thereof) or reductions in such amount pursuant
to Section 3 or 4, as applicable.


 


“Note Rate”
shall mean, with respect to each Note, the Note Rate set forth on the Mortgage Loan Schedule with respect to such Note.


 


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


 


“Original Entity”
shall have the meaning assigned to such term in Section 31.


 






     11


     


    

 


“Owned Note”
shall have the meaning assigned to such term in Section 31.


 


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


 


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


 


“Permitted Fund
Manager” shall mean any Person that on the date of determination is (i) one of the entities on Exhibit C hereto
and made a part hereof or any other nationally-recognized manager of investment funds investing in debt or equity interests relating
to commercial real estate, (ii) investing through a fund with committed capital of at least $100,000,000 and (iii) not subject
to a proceeding relating to the bankruptcy, insolvency, reorganization or relief of debtors.


 


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


 


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


 


“Pro Rata Share”
shall mean with respect to each A Note and the Note Holder of such A Note, a fraction, expressed as a percentage, the numerator
of which is the Note Principal Balance of such A Note and the denominator of which is the sum of the Note Principal Balance of
all of the A Notes.


 


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


 


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


 


(b)           one or more of the following:


 


(i)           
a real estate investment bank, 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


 






     12


     


    

 


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


 


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


 


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


 


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


 


in the case of any entity referred to in
clause (b)(i), (ii), (iv)(B) or (v) of this definition, (x) such entity has at least $100,000,000 in capital/statutory
surplus or shareholders’ equity including uncalled capital commitments (except with respect to a pension advisory firm, asset
manager or similar fiduciary) and at least $250,000,000 in total assets including uncalled capital commitments (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


 






     13


     


    

 


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


 


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


 


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


 


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


 


“Rating Agency
Confirmation” shall mean each of the applicable Rating Agencies shall have confirmed in writing that the occurrence of
the event with respect to which such Rating Agency Confirmation is sought shall not result in a downgrade, qualification or withdrawal
of the applicable rating or ratings ascribed by such Rating Agency to any of the Certificates then outstanding. In the event that
no Certificates are outstanding, any action that would otherwise require a Rating Agency Confirmation shall require the consent
of the holder of Note A-1, which consent shall not be unreasonably withheld, conditioned or delayed.


 


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


 






     14


     


    

 


declination
or refusal to review or otherwise engage in any subsequent request for such Rating Agency Confirmation hereunder and the condition
for such Rating Agency Confirmation pursuant to this Agreement for any subsequent request shall apply regardless of any previous
waiver, declination or refusal to review or otherwise engage in such prior request.


 


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


 


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


 


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


 


“REO Property”
shall mean any Mortgaged Property title to which has been acquired by a Servicer on behalf of the Note Holders through foreclosure,
deed in lieu of foreclosure or otherwise.


 


“Required Special
Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”,
(ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special
Servicer, (iii) in the case of Moody’s, within the twelve (12) month period prior to the date of determination, such special
servicer has acted as special servicer for one or more loans included in a commercial mortgage loan securitization that was rated
by Moody’s and Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage
securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special
servicer of such commercial mortgage loans as a material reason for such downgrade or withdrawal, (iv) in the case of Morningstar,
either (a) the applicable replacement has a special servicer ranking of at least “MOR CS3” by Morningstar (if ranked
by Morningstar) or (b) if not ranked by Morningstar, is currently acting as a special servicer on a deal or transaction-level basis
for all or a significant portion of the related mortgage loans in other CMBS transactions rated by any of S&P, Moody’s,
Morningstar, Fitch, DBRS or KBRA and the trustee does not have actual knowledge that Morningstar has, and the replacement special
servicer certifies that Morningstar has not, with respect to any such other CMBS transaction, qualified, downgraded or withdrawn
its rating or ratings on one or more classes of such CMBS transaction citing servicing concerns of the applicable replacement as
the sole or material factor in such rating action, (v) in the case of KBRA, KBRA has not cited servicing concerns of such special
servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch
status” in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by such special servicer
prior to the time of determination, and (vi) in the case of DBRS, within the twelve (12) month period prior to the date of determination,
such special servicer has acted as special servicer for one or more loans included in a commercial mortgage loan securitization
that was rated by DBRS and DBRS has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities
or placed any class of commercial mortgage securities on “watch status” citing the continuation of such special


 






     15


     


    

 


servicer
as special servicer of such commercial mortgage loans as a material reason for such downgrade or withdrawal (or placement on “watch
status” in contemplation of a ratings downgrade or withdrawal).


 


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


 


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


 


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


 


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


 


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


 


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization pursuant to which any Notes are held.


 


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


 


“Sequential
Pay Event” shall mean any Event of Default with respect to an obligation to pay money due under the Mortgage Loan or
any other Event of Default that causes the Mortgage Loan to become a Specially Serviced Loan (other than as a result of a foreseeable
default described in the definition of Servicing Transfer Event in the Lead Securitization Servicing Agreement), or any bankruptcy
or insolvency event that constitutes an Event of Default. A Sequential Pay Event shall no longer exist to the extent it has been
cured (including any cure payment made by the Note B-1 Holder or Note B-2 Holder in accordance with Section 32) and shall not be
deemed to exist to the extent the Note B-1 Holder or Note B-2 Holder is exercising its cure rights under Section 32.


 


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


 


“Servicing Advance”
shall have the meaning assigned to such term (or other analogous term) in the Lead Securitization Servicing Agreement.


 


“Servicing Fee
Rate” shall have the meaning given thereto (or other analogous term) in the Lead Securitization Servicing Agreement.


 


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


 






     16


     


    

 


“Servicing Transfer
Event” shall have the meaning assigned to such term (or such other analogous term) in the Lead Securitization Servicing
Agreement, except that, as provided in Section 32(a)(iii), a Servicing Transfer Event shall be deemed not to have occurred for
so long as the Note B-1 Holder or Note B-2 Holder is exercising its cure right hereunder.


 


“Specially Serviced
Loan” shall have the meaning assigned to such term or an analogous term in the Lead Securitization Servicing Agreement.


 


“Special Servicer”
shall have the meaning assigned to such term (or other analogous term) in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 


“Trust Fund
Expenses” shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement.


 


“Trustee”
shall mean, with respect to any Securitization, the bank or trust company as may be selected by the applicable depositor and approved
by the Rating Agencies to act as trustee for such 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 estate whose income is subject
to United States federal income tax regardless of its source, or a trust if a court within the United States is able to exercise
primary supervision over the administration of such trust, and one or more such U.S. Persons have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations, a trust in existence on August 20,
1996 which is eligible to elect to be treated as a U.S. Person).


 


Section 2.               Servicing of the Mortgage Loan.


 


(a)            Each Note Holder acknowledges and agrees that, as further provided in Section 5 of this Agreement, the Mortgage Loan shall
be serviced from and after the Securitization Date pursuant to the Lead Securitization Servicing Agreement. Each Note Holder acknowledges
that each other Note Holder may elect, in its sole discretion, to include its Note in a Securitization and agrees that it will,
subject to Section 26, reasonably cooperate with a


 






     17


     


    

 


securitizing
Note Holder at the securitizing Note Holder’s expense, to effect such Securitization. Subject to the terms and conditions
of this Agreement, each Note Holder hereby irrevocably and unconditionally consents to the appointment of the Master Servicer,
the Special Servicer, the Certificate Administrator and the Trustee under the Lead Securitization Servicing Agreement by the depositor
as each such party may be replaced pursuant to the terms of the Lead Securitization Servicing Agreement and agrees to reasonably
cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with
this Agreement and the Lead Securitization Servicing Agreement. Each Note Holder hereby irrevocably appoints the Master Servicer,
the Special Servicer and the Trustee in the Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents
reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization
Servicing Agreement (subject at all times to the rights of such Note Holder set forth herein and in the Lead Securitization Servicing
Agreement). In no event shall the Lead Securitization Servicing Agreement require the Servicer to enforce the rights of any Note
Holder against any other Note Holder or limit the Servicer in enforcing the rights of one Note Holder against any other Note Holder;
however, this statement shall not be construed to otherwise limit the rights of one Note Holder with respect to any other Note
Holder. Each Servicer shall be required pursuant to the Lead Securitization Servicing Agreement to service the Mortgage Loan in
accordance with the Servicing Standard (which shall require, among other things, that each Servicer, in servicing the Mortgage
Loan, must take into account the interests of each Note Holder, taking into account that Note B-2 is junior to Note B-1 and to
the A Notes and that Note B-1 is junior to the A Notes), the terms of the Mortgage Loan Documents, this Agreement, the Lead Securitization
Servicing Agreement and applicable law, shall provide information to each Non-Lead Servicer under each Non-Lead Securitization
Servicing Agreement to enable each such Non-Lead Servicer to perform its servicing duties under the related Non-Lead Securitization
Servicing Agreement and shall not take any action or refrain from taking any action or follow any direction inconsistent with
the foregoing.


 


(b)           At any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement,
the Note Holders agree to cause the Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by
the Note Holders, pursuant to a servicing agreement that has servicing terms substantially similar to the Lead Securitization Servicing
Agreement (including, without limitation, all applicable provisions relating to delivery of information and reports necessary for
any Non-Lead Securitization to comply with any applicable reporting requirements under the Securities Exchange Act of 1934, as
amended) and all references herein to the “Lead Securitization Servicing Agreement” shall mean such subsequent servicing
agreement; provided, however, that (1) if a Non-Lead Securitization Note is in a Securitization, then a Rating Agency
Confirmation shall have been obtained from each Rating Agency with respect to such Securitization and (2) until a replacement servicing
agreement has been entered into, the Lead Securitization Note Holder shall cause the Mortgage Loan to be serviced pursuant to the
provisions of the Lead Securitization Servicing Agreement as if such agreement was still in full force and effect with respect
to the Mortgage Loan, by the Servicer in the Lead Securitization or by any Person appointed by the Lead Securitization Note Holder
that is a qualified servicer meeting the requirements of the Lead Securitization Servicing Agreement, except that the Servicer
shall have no obligation to make any P&I Advances on the Lead Securitization Note(s).


 






     18


     


    

 


(c)            The Master Servicer shall be the master servicer on the Mortgage Loan, and from time to time it (or the Trustee, to the
extent provided in the Lead Securitization Servicing Agreement) (i) shall be required to make Servicing Advances with respect to
the Mortgage Loan, subject to the terms of the Lead Securitization Servicing Agreement and this Agreement, and (ii) may be required
to make P&I Advances on the Lead Securitization Note, if and to the extent provided in the Lead Securitization Servicing Agreement
and this Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to reimbursement
for an Advance and interest thereon and Trust Fund Expenses in accordance with the terms of the Lead Securitization Servicing Agreement
and this Agreement.


 


(d)           The Non-Lead Securitization Note Holder agrees to indemnify (i) (as and to the same extent the Lead Securitization Trust
is required to indemnify each of the following parties in respect of the Mortgage Loan pursuant to the terms of the Lead Securitization
Servicing Agreement) each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the depositor
(and any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified as indemnified
parties in the Lead Securitization Servicing Agreement in respect of the Mortgage Loan) and (ii) the Lead Securitization Trust
(such parties in clause (i) and the Lead Securitization Trust, collectively, the “Indemnified Parties”) against
any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees
and expenses incurred in connection with the servicing and administration of the Mortgage Loan and the Mortgaged Property under
the Lead Securitization Servicing Agreement (collectively, the “Indemnified Items”) to the extent that such
amounts remain unpaid after any principal and interest allocable to Note B-1 and Note B-2 have been applied to pay such amounts.


 


(e)            The Non-Lead Securitization Note Holder agrees to pay its Pro Rata Share of (i) any Servicing Advances and any interest
accrued and payable on such advances at the Advance Rate and (ii) any Trust Fund Expenses and any other fees, costs or expenses
incurred in connection with the servicing and administration of the Mortgage Loan (including, without, limitation, any costs, fees
and expenses related to obtaining any Rating Agency Confirmation and any Indemnified Items) in accordance with the Lead Securitization
Servicing Agreement and this Agreement to the extent that such amounts remain unpaid or unreimbursed after funds received from
the Borrower for payment of such amounts and any principal and interest collections allocable to Note B-1 and Note B-2 have been
applied to pay such amounts.


 


In the event that the
Servicer or the Special Servicer has determined that expected proceeds of the Mortgage Loan (or foreclosed property) would be insufficient
for reimbursement of (i) any Servicing Advances and any interest accrued and payable on such Advances at the Advance Rate, (ii)
the Indemnified Items and (iii) any other Trust Fund Expenses and any other fees, costs or expenses incurred in connection with
the servicing and administration of the Mortgage Loan (including, without, limitation, any costs, fees and expenses related to
obtaining any Rating Agency Confirmation), the Non-Lead Securitization Note Holder shall be required to, promptly following notice
from the Master Servicer, pay the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, or the Lead
Securitization Trust, as applicable, the Non-Lead Securitization Note’s pro rata share of the insufficiency (which
shall be determined based on the original principal balance of each Note) and, if the Non-Lead Securitization Note has been included
in a Non-Lead Securitization Trust, such payment shall be


 






     19


     


    

 


made
from general collections on the other mortgage loans in the related Non-Lead Securitization Trust.


 


For the avoidance of
doubt, no Non-Lead Securitization Note Holder shall be required to use general collections on the other mortgage loans in the related
Non-Lead Securitization Trust to reimburse any P&I Advances or any Nonrecoverable Advances that are P&I Advances on the
Lead Securitization Note(s) or any interest accrued and payable on such P&I Advances and Nonrecoverable Advances that are P&I
Advances.


 


(f)            The master servicer under the Securitization of a Non-Lead Securitization Note (a “Non-Lead Master Servicer”)
may be required to make P&I Advances on the related Non-Lead Securitization Note, from time to time, subject to the terms of
the related servicing agreement for the related Securitization (each such agreement, a “Non-Lead Securitization Servicing
Agreement”) and this Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled
to make their own recoverability determination with respect to a P&I Advance to be made on the Lead Securitization Note(s)
based on the information that they have on hand and in accordance with the Lead Securitization Servicing Agreement. Each Non-Lead
Master Servicer and the special servicer and the trustee under each Non-Lead Securitization Servicing Agreement (respectively,
a “Non-Lead Special Servicer” and a “Non-Lead Trustee”), as applicable, shall be entitled
to make their own recoverability determination with respect to a P&I Advance to be made on the related Non-Lead Securitization
Note based on the information that they have on hand and in accordance with the related Non-Lead Securitization Servicing Agreement.
The Master Servicer and the Trustee, as applicable, and the related Non-Lead Master Servicer or the related Non-Lead Trustee shall
be required to notify the other of the amount of its P&I Advance within two business days of making such advance. If the Master
Servicer, the Special Servicer or the Trustee, as applicable (with respect to the Lead Securitization Note(s)) or a Non-Lead Master
Servicer, a Non-Lead Special Servicer or a Non-Lead Trustee, as applicable (with respect to a Non-Lead Securitization Note), determines
that a proposed P&I Advance, if made, would be non-recoverable or an outstanding P&I Advance is or would be non-recoverable,
or if the Master Servicer, the Special Servicer or the Trustee, as applicable, subsequently determines that a proposed Servicing
Advance would be non-recoverable or an outstanding Servicing Advance is or would be non-recoverable, then, if and to the extent
such information is not already included in the Distribution Date Statement for the month in which such P&I Advance is made,
the Master Servicer or the Trustee (as provided in the Lead Securitization Servicing Agreement, in the case of a determination
of non-recoverability by the Master Servicer, the Special Servicer or the Trustee) or the related Non-Lead Master Servicer or the
related Non-Lead Trustee (as provided in the related Non-Lead Securitization Servicing Agreement, in the case of a determination
of non-recoverability by the related Non-Lead Master Servicer, the related Non-Lead Special Servicer or the related Non-Lead Trustee)
shall notify the Master Servicer and the Trustee, or the related Non-Lead Master Servicer and the related Non-Lead Trustee, as
the case may be, of the other Securitization within two business days of making such determination.


 


The Lead Securitization
Servicing Agreement shall contain provisions to the effect that:


 






     20


     


    

 


(i)             the Lead Securitization Servicing Agreement may not be amended without the consent of the Non-Lead Securitization Note Holder,
Note B-2 Holder and, if Note B-1 is not an asset of the Lead Securitization, the Note B-1 Holder if such amendment would materially
and adversely affect the Mortgage Loan or the rights of any Non-Lead Securitization Note Holder, Note B-1 Holder, or the Note B-2
Holder with respect thereto (as determined by such Non-Lead Securitization Note Holder, Note B-1 Holder or Note B-2 Holder, as
applicable).


 


(ii)            the additional provisions set forth on Schedule I.


 


(g)           The Non-Lead Securitization Note Holder agrees that, if the related Non-Lead Securitization Note is included in a Securitization,
it shall cause the applicable Non-Lead Securitization Servicing Agreement to contain provisions to the effect that:


 


(i)            any Servicing Advances (and advance interest thereon) and any Trust Fund Expenses (including Indemnified Items) relating
to servicing and administration of the Mortgage Loan and the Mortgaged Property, including without limitation, any unpaid Special
Servicing Fees, Liquidation Fees and Workout Fees relating to the Mortgage Loan will be paid in accordance with Sections 2 and
3 of this Agreement and the Lead Securitization Servicing Agreement;


 


(ii)            in the event that the Servicer or the Special Servicer has determined that proceeds of the Mortgage Loan (or foreclosed
property) would be insufficient for reimbursement of the amounts described in clause (i) above, the related Non-Lead Master Servicer
will be required to, promptly following notice from the Master Servicer or the Special Servicer, pay the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee, or the Lead Securitization Trust, as applicable, such Non-Lead Securitization
Trust’s pro rata share of the insufficiency (which shall be determined based on the original principal balance of
each Note) out of general funds in the collection account (or equivalent account) established under the related Non-Lead Securitization
Servicing Agreement;


 


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


 


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


 


(h)           The Non-Lead Securitization Note Holder shall give each of the parties to the Lead Securitization Servicing Agreement (that
will not also be a party to the related Non-Lead Securitization Servicing Agreement) notice of the Non-Lead Securitization in writing
(which may be by e-mail) prior to or promptly following the related Non-Lead Securitization Date. Such notice shall contain contact
information for each of the parties to the related Non-Lead Securitization Servicing Agreement. In addition, after the related
Non-Lead Securitization Date, the related Non-Lead Securitization Note Holder shall send a copy of the related Non-Lead


 






     21


     


    

 


Securitization
Servicing Agreement to each of the parties to the Lead Securitization Servicing Agreement.


 


Section 3.               Priority of Payments. The Note B-2 and the rights of the Note B-2 Holder to receive payments of interest, principal
and other amounts with respect to the Note B-2, shall at all times be junior, subject and subordinate to the Note B-1 and the right
of the Note B-1 Holder to receive payments of interest, principal and other amounts with respect to such Note B-1; the Note B-1
and the rights of the Note B-1 Holder to receive payments of interest, principal and other amounts with respect to the Note B-1
shall at all times be junior, subject and subordinate to each A Note and the right of the Note A Holders to receive payments of
interest, principal and other amounts with respect to such A Note, in each case, as further described below:


 


(a)            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 (1) proceeds, awards or settlements to be applied to the restoration
or repair of a 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, (2) all amounts for required reserves or escrows required by the Mortgage Loan
Documents (to the extent and in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows, (3)
all amounts received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to
the Servicer or the Non-Lead Master Servicer under the Lead Securitization Servicing Agreement and (4)(a) all amounts that are
then due, payable or reimbursable to any Servicer, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant
to the Lead Securitization Servicing Agreement (including, without limitation, reimbursement of Servicing Advances and P&I
Advances on the Lead Securitization Note(s) and interest thereon) and (b) all amounts that are then due and payable to any Non-Lead
Master Servicer (or Non-Lead Trustee) in respect of any P&I Advances and interest thereon in respect of Note A-2) (it being
understood that P&I Advances with respect to the Lead Securitization Note(s) and any Non-Lead Securitization Note (if made
by the Non-Lead Master Servicer or the Non-Lead Special Servicer, as applicable, pursuant to a Non-Lead Securitization Servicing
Agreement) deemed non-recoverable may be reimbursed from collections on the Mortgage Loan, first to reimbursement P&I Advances
with respect to the A Notes on a Pro Rata and Pari Passu Basis, and then to reimburse P&I Advances with respect to Note B-1)
shall be applied and 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 Lead Securitization Servicing Agreement):


 


(i)              first, on a Pro Rata and Pari Passu Basis, to pay accrued and unpaid interest on the A Notes (other than default
interest) to each Note Holder of an A Note in an amount equal to the accrued and unpaid interest on the applicable Note Principal
Balances at the applicable Net Note Rate;


 






     22


     


    

 


(ii)            second, on a Pro Rata and Pari Passu Basis, to each Note Holder of an A Note an amount equal to the Percentage Interest
relating to each of the A Notes of all principal payments (including any Casualty/Condemnation Prepayment) received, if any, with
respect to the related Monthly Payment Date;


 


(iii)           third, to the extent the Note B-1 Holder has made any payments or advances to cure defaults pursuant to Section 32,
to reimburse the Note B-1 Holder for all such cure payments;


 


(iv)           fourth, to pay accrued and unpaid interest on the Note B-1 (other than default interest) to the Note B-1 Holder in
an amount equal to the accrued and unpaid interest on the Note Principal Balance of the Note B-1 at the applicable Net Note Rate;


 


(v)            fifth, to the Note B-1 Holder an amount equal to the Percentage Interest relating to the Note B-1 of all principal
payments (including any Casualty/Condemnation Prepayment) received, if any, with respect to the related Monthly Payment Date;


 


(vi)          sixth, to the extent the Note B-2 Holder has made any payments or advances to cure defaults pursuant to Section 32,
to reimburse the Note B-2 Holder for all such cure payments;


 


(vii)         seventh, to pay accrued and unpaid interest on the Note B-2 (other than default interest) to the Note B-2 Holder
in an amount equal to the accrued and unpaid interest on the Note Principal Balance of the Note B-2 at the applicable Net Note
Rate;


 


(viii)        eighth, to the Note B-2 Holder an amount equal to the Percentage Interest relating to the Note B-2 of all principal
payments (including any Casualty/Condemnation Prepayment) received, if any, with respect to the related Monthly Payment Date;


 


(ix)           ninth, to pay (1) any Yield Maintenance Premium then due and payable in respect of the A Notes to the Note A Holders,
on a Pro Rata and Pari Passu Basis, then (2) any Yield Maintenance Premium then due and payable in respect of Note B-1 to
the Note B-1 Holder, and finally (3) any Yield Maintenance Premium then due and payable in respect of Note B-2 to the Note
B-2 Holder;


 


(x)            tenth, to the extent late fees, assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required
to be otherwise applied under the Lead Securitization Servicing Agreement, including, without limitation, to compensate a Servicer
under the Lead Securitization Servicing Agreement, any such late fees, assumption or transfer fees, to the extent actually paid
by the Mortgage Loan Borrower, shall be paid to the Note A-1 Holder, Note A-2 Holder, Note B-1 Holder and Note B-2 Holder, pro
rata, based on their respective initial principal balances;


 


(xi)           eleventh, any interest accrued at the applicable default rate, pro rata and pari passu, to (A) the
Note A Holders on a Pro Rata and Pari Passu Basis in an amount calculated on the Note Principal Balance of each of the A Notes
at the applicable default rate, prior to the application of funds contemplated in this Section 3(a) (B) to the Note
B-1 Holder in an amount calculated on the Note Principal Balance of Note B-1 at the


 






     23


     


    

 


applicable
default rate prior to the application of funds contemplated in this Section 3(a), and (C) to the Note B-2 Holder in an amount
calculated on the Note Principal Balance of Note B-2 at the applicable default rate prior to the application of funds contemplated
in this Section 3(a), in each case, to the extent actually paid by the Mortgage Loan Borrower and not payable to any
Servicer pursuant to the Lead Securitization Servicing Agreement; and


 


(xii)          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 (i)-(xi), any remaining amount shall be paid pro rata to each Note A-1
Holder, Note A-2 Holder, Note B-1 and Note B-2 Holder based on their initial principal balances.


 


(b)           If a Sequential Pay Event, as determined by the applicable Servicer in accordance with this Agreement and the Lead Securitization
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, 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 (1) proceeds, awards or settlements to be applied to the restoration or repair of a 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,
(2) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent and in accordance with
the terms of the Mortgage Loan Documents) to be held as reserves or escrows, (3) all amounts received as reimbursements on account
of recoveries in respect of Advances then due and payable or reimbursable to the Servicer or the Non-Lead Master Servicer under
the Lead Securitization Servicing Agreement and (4)(a) all amounts that are then due, payable or reimbursable to any Servicer,
Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement
(including, without limitation, reimbursement of Servicing Advances and P&I Advances on the Lead Securitization Note(s) and
interest thereon) and (b) all amounts that are then due and payable to the Non-Lead Master Servicer (or Non-Lead Trustee) in respect
of any P&I Advances and interest thereon in respect of Note A-2) (it being understood that P&I Advances with respect to
the Lead Securitization Note(s) and the Non-Lead Securitization Note (if made by the Non-Lead Master Servicer or the Non-Lead Special
Servicer, as applicable, pursuant to a Non-Lead Securitization Servicing Agreement) deemed non-recoverable may be reimbursed from
collections on the Mortgage Loan, first to reimbursement P&I Advances with respect to the A Notes on a Pro Rata and Pari Passu
Basis, and then to reimburse P&I Advances with respect to Note B-1) shall be applied and 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 Lead Securitization
Servicing Agreement):


 


(i)              first, on a Pro Rata and Pari Passu Basis, to pay accrued and unpaid interest on the A Notes (other than default
interest) to each Note Holder of an A Note in an amount equal to the accrued and unpaid interest on the applicable Note Principal
Balances at the applicable Net Note Rate;


 






     24


     


    

 


(ii)            second, on a Pro Rata and Pari Passu Basis, to each Note Holder of an A Note an amount equal to all principal payments
(or other amounts allocated to principal) received, if any, with respect to the related Monthly Payment Date, until their respective
Note Principal Balances have been reduced to zero;


 


(iii)           third, to pay accrued and unpaid interest on Note B-1 (other than default interest) to the Note B-1 Holder in an
amount equal to the accrued and unpaid interest on the Note Principal Balance of the Note B-1 at the applicable Net Note Rate;


 


(iv)           fourth, on a Pro Rata and Pari Passu Basis, to each Note Holder of an A Note an amount equal to all remaining amounts
(other than default interest) received with respect to the related Monthly Payment Date, until their respective Note Principal
Balances have been reduced to zero;


 


(v)            fifth, to the extent the Note B-1 Holder has made any payments or advances to cure defaults pursuant to Section 32,
to reimburse the Note B-1 Holder for all such cure payments;


 


(vi)          sixth, to the Note B-1 Holder in an amount equal to all remaining amounts received with respect to the related Monthly
Payment Date until its Note Principal Balance has been reduced to zero;


 


(vii)         seventh, to the extent the Note B-2 Holder has made any payments or advances to cure defaults pursuant to Section
32, to reimburse the Note B-2 Holder for all such cure payments;


 


(viii)        eighth, to pay accrued and unpaid interest on the Note B-2 (other than default interest) to the Note B-2 Holder in
an amount equal to the accrued and unpaid interest on the Note Principal Balance of the Note B-2 at the applicable Net Note Rate;


 


(ix)           ninth, to the Note B-2 Holder in an amount equal to all remaining amounts (other than default interest) received
with respect to the related Monthly Payment Date, until its Note Principal Balance has been reduced to zero;


 


(x)            tenth, to pay (1) any Yield Maintenance Premium then due and payable in respect of the A Notes to the Note A Holders,
on a Pro Rata and Pari Passu Basis, then (2) any Yield Maintenance Premium then due and payable in respect of Note B-1 to the Note
B-1 Holder, and finally (3) any Yield Maintenance Premium then due and payable in respect of Note B-2 to the Note B-2 Holder;


 


(xi)           eleventh, to the extent late fees, assumption or transfer fees actually paid by the Mortgage Loan Borrower are not
required to be otherwise applied under the Lead Securitization Servicing Agreement, including, without limitation, to compensate
a Servicer under the Lead Securitization Servicing Agreement, any such late fees, assumption or transfer fees, to the extent actually
paid by the Mortgage Loan Borrower, shall be paid to the Note A-1 Holder, Note A-2 Holder, Note B-1 and Note B-2 Holder, pro
rata, based on their respective initial principal balances;


 






     25


     


    

 


(xii)          twelfth, any interest accrued at the applicable default rate, pro rata and pari passu, to (A) the Note
A Holders on a Pro Rata and Pari Passu Basis in an amount calculated on the Note Principal Balance of each of the A Notes at the
applicable default rate, prior to the application of funds contemplated in this Section 3(b), (B) to the Note B-1 Holder
in an amount calculated on the Note Principal Balance of Note B-1 at the applicable default rate prior to the application of funds
contemplated in this Section 3(b), and (C) to the Note B-2 Holder in an amount calculated on the Note Principal Balance
of Note B-2 at the applicable default rate prior to the application of funds contemplated in this Section 3(b) in each case, to
the extent actually paid by the Mortgage Loan Borrower and not payable to any Servicer pursuant to the Lead Securitization Servicing
Agreement; and


 


(xiii)         thirteenth, 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 (i)-(xii), any remaining amount shall be paid pro rata to each Note A-1
Holder, Note A-2 Holder, Note B-1 Holder and Note B-2 Holder based on their initial principal balances.


 


(c)            Notwithstanding anything to the contrary herein, to the extent required under the REMIC Provisions of the Code, payments
or proceeds received with respect to any partial release of the Mortgaged Property (including following a condemnation) from the
lien of the applicable Mortgage and Mortgage Loan Documents must be allocated to reduce the principal balance of the Mortgage Loan
in the manner permitted by such REMIC provisions if, immediately following such release, the loan-to value ratio of the Mortgage
Loan exceeds 125% (based solely on real property and excluding any personal property and going concern value).


 


Section 4.               Workout. Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the
Lead Securitization Servicing Agreement, and the obligation to act in accordance with the Servicing Standard, if the Lead Securitization
Note Holder, or any Servicer, in connection with a workout or proposed workout of the Mortgage Loan, modifies the terms thereof
such that (i) the principal balance of the Mortgage Loan is decreased, (ii) the applicable Note Rate is reduced, (iii) payments
of interest or principal on any Note are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment
terms of the Mortgage Loan, such modification shall not alter, and any modification of the Mortgage Loan Documents shall be structured
to preserve, the relative priority of payment of the Notes and all payments to the Note A Holders pursuant to Section 3 shall be
made as though such workout did not occur, with the payment terms of each A Note remaining the same as they are on the date hereof,
and the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such workout
shall be borne, first, by the Note B-2 Holder (up to its Note Principal Balance, together with accrued interest thereon
at the applicable Note Rate and any other amounts due to the Note B-2 Holder), second, by the Note B-1 Holder (up to
its Note Principal Balance, together with accrued interest thereon at the applicable Note Rate and any other amounts due to the Note
B-1 Holder), and then, by the Note A Holders, on a Pro Rata and Pari Passu Basis (up to their respective Note Principal
Balances, together with accrued interest thereon at the applicable Note Rate and any other amounts due to each Note A Holder,
as applicable). Any recoveries in connection with a workout of the Mortgage Loan will be allocated first, to the Note A
Holders, on a Pro Rata and Pari Passu Basis, based on their respective Note Principal Balances (up to their respective Note


 






     26


     


    

 


Principal
Balances, together with accrued interest thereon at the applicable Note Rate and any other amounts due to each Note A Holder,
as applicable), second, to the Note B-1 Holder (up to its Note Principal Balance, together with accrued interest thereon
at the applicable Note Rate and any other amounts due to the Note B-1 Holder) and then, by the Note B-2 Holder (up to its
Note Principal Balance, together with accrued interest thereon at the applicable Note Rate and any other amounts due to the Note
B-2 Holder).


 


Section 5.               Administration of the Mortgage Loan.


 


(a)            Subject to this Agreement (including but not limited to Section 6(c)) and the Lead Securitization Servicing Agreement,
and subject to the rights and consents, where required, of the Controlling Note Holder Representative, the Lead Securitization
Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder)
shall have the sole and exclusive authority with respect to the administration of, and exercise of rights and remedies with respect
to, the Mortgage Loan, including, without limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan
Documents or consent to any action or failure to act by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents,
call or waive any Event of Default, accelerate the Mortgage Loan or institute any foreclosure action or other remedy, and neither
the Non-Lead Securitization Note Holder, Note B-1 Holder nor any Note B-2 Holder shall have any voting, consent or other rights
whatsoever except as explicitly set forth herein with respect to the Lead Securitization Note Holder’s administration of,
or exercise of its rights and remedies with respect to, the Mortgage Loan. Subject to this Agreement and the Lead Securitization
Servicing Agreement, the Non-Lead Securitization Note Holder, Note B-1 Holder and the Note B-2 Holder agrees that they shall have
no right to, and hereby presently and irrevocably assigns and conveys to the Lead Securitization Note Holder (or the Master Servicer,
the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) the rights, if any, that such Note
Holder has to, (i) call or cause the Lead Securitization Note Holder to call an Event of Default under the Mortgage Loan,
or (ii) exercise any remedies with respect to the Mortgage Loan or the Mortgage Loan Borrower, including, without limitation,
filing or causing the Lead Securitization Note Holder to file any bankruptcy petition against the Mortgage Loan Borrower. The Lead
Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization
Note Holder) shall not have any fiduciary duty to the Non-Lead Securitization Note Holder, Note B-1 Holder or any Note B-2 Holder
in connection with the administration of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization Note Holder
from the obligation to make any disbursement of funds as set forth herein or its obligation to follow the Servicing Standard (in
the case of the Master Servicer or the Special Servicer) or any liability for failure to do so).


 


Upon the Mortgage Loan
becoming a Defaulted Loan, the Non-Lead Securitization Note Holder, the Note B-1 Holder and Note B-2 Holder hereby acknowledges
(A) the right and obligation of the Lead Securitization Note Holder (or the Special Servicer acting on behalf of the Lead Securitization
Note Holder) to sell the Non-Lead Securitization Note together with the Lead Securitization Note, and (B) the right but not the
obligation of the Lead Securitization Note Holder to sell the Non-Lead Securitization Note, Note B-1 and Note B-2 together with
the Lead Securitization Note as notes evidencing one whole loan in accordance with the terms of the Lead Securitization Servicing
Agreement, in each case subject to: (1) the


 






     27


     


    

 


consent
rights of the Controlling Note Holder pursuant to Section 6(c) and (2) the written consent of the holder of each other Note that
is not a Lead Securitization Note Holder unless the Special Servicer has delivered to each such Note Holder: (a) at least
15 business days prior written notice of any decision to attempt to sell the Mortgage Loan; (b) at least 10 days prior to
the proposed sale date, a copy of each bid package (together with any material amendments to such bid packages) received by the
Special Servicer in connection with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy
of the most recent appraisal for the Mortgage Loan, and any documents in the servicing file reasonably requested by the applicable
Note Holder that are material to the price of the Mortgage Loan; and (d) until the sale is completed, and a reasonable period
of time (but no less time than is afforded to other offerors) prior to the proposed sale date, all information and other documents
being provided to other offerors and all leases or other documents that are approved by the Servicer or the Special Servicer in
connection with the proposed sale; provided that the applicable Note Holder may waive any of the delivery or timing requirements
described in this sentence.


 


Subject to the terms
of the Lead Securitization Servicing Agreement, each Appraised-Out Holder and the Non-Lead Securitization Note Holder (or such
Note Holder’s representative) that is not a Mortgage Loan Borrower Related Party shall be permitted to submit an offer at
any sale of the Mortgage Loan.


 


Any such sale, shall
be executed in the manner set forth in the Lead Securitization Servicing Agreement.


 


The Non-Lead Securitization
Note Holder, Note B-1 Holder and the Note B-2 Holder hereby appoints the Lead Securitization Note Holder as its agent, and grants
to the Lead Securitization Note Holder an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose
of soliciting and accepting offers for and consummating the sale of the Non-Lead Securitization Note, Note B-1 and Note B-2. The
Non-Lead Securitization Note Holder, each Note B-1 Holder and each of the Note B-2 Holder further agrees that, upon the request
of the Lead Securitization Note Holder, it shall execute and deliver to or at the direction of Lead Securitization Note Holder
such powers of attorney or other instruments as the Lead Securitization Note Holder may reasonably request to better assure and
evidence the foregoing appointment and grant, in each case promptly following request, and shall deliver originals of each of the
Non-Lead Securitization Note, Note B-1 and Note B-2, endorsed in blank, to or at the direction of the Lead Securitization Note
Holder in connection with the consummation of any such sale.


 


The authority of the
Lead Securitization Note Holder to sell the Non-Lead Securitization Note and the obligations of the Non-Lead Securitization Note
Holder, Note B-1 Holder and the Note B-2 Holder to execute and deliver instruments or deliver each of the Non-Lead Securitization
Note, Note B-1 and Note B-2 upon request of the Lead Securitization Note Holder, shall terminate and cease to be of any further
force or effect upon the date, if any, upon which the Lead Securitization is terminated in accordance with its terms.


 


(b)           If any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within
the meaning of Section 860D(a) of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the
Mortgage Loan shall be administered


 






     28


     


    

 


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


 


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


 


(c)            The Mortgage Loan shall be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal
Reduction Amounts with respect to the Mortgage Loan shall be allocated, first, to the Note B-2 up to its outstanding principal
balance, second, to the Note B-1 Holder up to its outstanding principal balance and then to the A Notes on a pro
rata and pari passu basis (based on their relative outstanding principal balances).


 


(d)           (i) If the Note B-2 Holder or Note B-1 Holder (at any time that Note B-1 is not included in
a Securitization) is determined at any time of determination to no longer be the Controlling Note Holder) (the “Appraised-Out
Holder”) as a result of the application of an Appraisal Reduction Amount, such Note Holder shall have the right, at its
sole expense, to require the Special Servicer to order a second Appraisal with respect to the Mortgage Loan. The Special Servicer
shall use its reasonable efforts to cause such second Appraisal to be (A) delivered within thirty (30) days from receipt of the
Appraised-Out Holder’s written request and (B) prepared on an “as-is” basis by an MAI appraiser (provided that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Appraised-Out
Holder is requesting the Special Servicer to obtain an additional Appraisal).


 


(ii)            Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance
with the Servicing Standard, whether,


 






     29


     


    

 


based
on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction Amount is warranted, and if so
warranted, the Special Servicer shall recalculate the Appraisal Reduction Amount based on such supplemental Appraisal and any
information received from the Master Servicer. If required by such recalculation, the Appraised-Out Holder shall be reinstated
as the Controlling Note Holder and, if applicable, shall have its Note Principal Balance notionally restored to the extent required
by such recalculation of the Appraisal Reduction Amount. The Appraised-Out Holder requesting any supplemental Appraisal pursuant
to clause (i) above shall refrain from exercising any direction, control, consent and/or similar rights of the Controlling Note
Holder until such time, if any, as the holder is reinstated as the Controlling Note Holder (such period beginning upon receipt
by the Special Servicer of any request to obtain a supplemental Appraisal pursuant to clause (i) above to but excluding the date
on which either (A) the Special Servicer determines that no recalculation of the Appraisal Reduction Amount is warranted or (B)
the Special Servicer recalculates the Appraisal Reduction Amount based on the supplemental Appraisal, the “Appraisal
Review Period”). The rights of the Controlling Note Holder during each Appraisal Review Period shall be exercised by
the Note B-1 Holder.


 


(e)            Each
of the Note B-1 Holder (at any time that Note B-1 is not included in a Securitization)
and Note B-2 Holder shall be entitled to avoid a 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 Note Holder 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 Note A Holders (and the Note B-1 Holder, if the Note B-2 Holder is
the Note Holder making such delivery to the Servicer) in such collateral (a) cash collateral for the benefit of the A Notes
(and the Note B-1 Holder, if the Note B-2 Holder is the Note Holder making such delivery), and acceptable to, the Servicer or
(b) an unconditional and irrevocable standby letter of credit with the Note A Holders (and the Note B-1 Holder, if the Note
B-2 Holder is the Note Holder delivering such letter of credit) as the beneficiary, issued by a bank or other financial
institutions the long term unsecured debt obligations of which are at all times rated at least “AA” by S&P,
“A” by Fitch and “Aa2” by Moody’s or the short term obligations of which are rated at least
“A-1+” by S&P, “F-1” by Fitch and “P-1” by Moody’s (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 Lead Securitization
Servicing Agreement, would cause the applicable Control Appraisal Period not to occur. If the requirements of this paragraph
are satisfied by a Note B-1 Holder or Note B-2 Holder (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 Note B-1 Holder or Note B-2 Holder 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


 






     30


     


    

 


applicable
Note B Holder 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 Note B-1 Holder or Note B-2 Holder, as applicable shall be
required to replace such letter of credit with other Threshold Event Collateral within thirty (30) days if the credit ratings
of the issuing entity are downgraded below the required ratings; provided, however, that, if such Threshold
Event 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) final liquidation of the Mortgage Loan or REO Property. 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 Note B-1 Holder or Note B-2
Holder, any or such portion of Threshold Event Collateral held by the Servicer shall promptly be returned to the Note
B-1 Holder or Note B-2 Holder, as applicable (at its sole expense). Upon final liquidation or repayment of the Mortgage Loan
or REO Property with respect to the Mortgage Loan, such Threshold Event Collateral shall be available to reimburse each Note
A Holder 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 Note Principal Balances of the Notes, plus accrued
and unpaid interest thereon at the applicable interest rate and all other expenses reimbursable under this Agreement and
under the Lead Securitization Servicing Agreement. 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.


 


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


 


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


 


(a)         The Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise
of its rights and obligations with respect to the Mortgage Loan (the “Controlling Note Holder Representative”).
The Controlling Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace
the Controlling Note Holder Representative in accordance with the terms of the Lead Securitization Servicing Agreement. When exercising
its various rights under Section 5 and elsewhere in this Agreement, the Controlling Note Holder may, at its option, in each
case, act through the Controlling Note Holder Representative. The Controlling Note Holder Representative may be any Person (other
than the Mortgage Loan Borrower, its principal or any Affiliate of the Mortgage Loan Borrower), including, without limitation,
the Controlling Note Holder, any officer or employee of the Controlling Note Holder, any affiliate of the Controlling Note Holder
or any other unrelated third party. No such Controlling Note Holder Representative shall owe any fiduciary duty or other duty to
any other Person (other than the Controlling Note Holder). All actions that are permitted to be taken by the Controlling Note Holder
under this Agreement may be taken by the Controlling Note Holder Representative acting on behalf of the Controlling Note Holder.
No Servicer, Trustee or Certificate


 






     31


     


    

 


Administrator
acting on behalf of the Lead Securitization Note Holder shall be required to recognize any Person as a Controlling Note Holder
Representative until the Controlling Note Holder has notified each Servicer, Trustee and Certificate Administrator of such appointment
and, if the Controlling Note Holder Representative is not the same Person as the Controlling Note Holder, the Controlling Note
Holder Representative provides each Servicer, Trustee and Certificate Administrator with written confirmation of its acceptance
of such appointment, an address and facsimile number for the delivery of notices and other correspondence and a list of officers
or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and
facsimile numbers). The Controlling Note Holder shall promptly deliver such information to each Servicer, Trustee and Certificate
Administrator.


 


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


 


(c)         The Controlling Note Holder shall be entitled to exercise the rights and powers granted to the Lead Securitization Note
Holder hereunder and the rights and powers granted to the “Directing Certificateholder” or similar party under,
and as defined in, the Lead Securitization Servicing Agreement with respect to the Mortgage Loan. In addition, the Controlling
Note Holder shall be entitled to advise (1) the Special Servicer with respect to all Major Decisions related to a Specially
Serviced Loan and (2) the Special Servicer with respect to all Major Decisions for which the Master Servicer must obtain the
consent or deemed consent of the Special Servicer, and, except as set forth below (i) the Master Servicer shall not be permitted
to implement any Major Decision unless it has obtained the prior consent of the Special Servicer and (ii) during a Control
Termination Event (as defined in the Lead Securitization Servicing Agreement), the Special Servicer shall not be permitted to consent
to the Servicer’s implementing any Major Decision nor will the Special Servicer itself be


 






     32


     


    

 


permitted
to implement any Major Decision as to which the Controlling Note Holder has objected in writing within ten (10) Business
Days after receipt of the written analysis and such additional information requested by the Controlling Note Holder as may be
necessary in the reasonable judgment of the Controlling Note Holder in order to make a judgment with respect to such Major Decision.
The Controlling Note Holder may also direct the Special Servicer to take, or to refrain from taking, such other actions with respect
to the Mortgage Loan as the Controlling Note Holder may deem advisable.


 


If the Controlling Note
Holder fails to notify the Special Servicer of its approval or disapproval of any proposed Major Decision within ten (10) Business
Days after delivery to the Controlling Note Holder by the Master Servicer or the Special Servicer, as applicable, of written notice
of a proposed Major Decision, together with any information requested by the Controlling Note Holder as may be necessary in the
reasonable judgment of the Controlling Note Holder in order to make a judgment, then upon the expiration of such ten (10) Business
Days such Major Decision shall be deemed to have been approved by the Controlling Note Holder.


 


In the event that the
Special Servicer or Master Servicer (in the event the Master Servicer is otherwise authorized by the Lead Securitization Servicing
Agreement to take such action), as applicable, determines that immediate action, with respect to the foregoing matters, or any
other matter requiring consent of the Controlling Note Holder, is necessary to protect the interests of the Note Holders (as a
collective whole taking into account that the Note B-2 is junior to the Note B-1 and the Note B-1 is junior to the A Notes) and
the Special Servicer has made a reasonable effort to contact the Controlling Note Holder, the Master Servicer or the Special Servicer,
as the case may be, may take any such action without waiting for the Controlling Note Holder’s response.


 


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


 


The Controlling Note
Holder shall have no liability to the other Note Holders or any other party for any action taken, or for refraining from the taking
of any action or the giving of any consent or the failure to give any consent pursuant to this Agreement or the Lead Securitization
Servicing Agreement, or errors in judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance,
bad faith or gross negligence. The Note Holders agree that the Controlling Note Holder may take or refrain from taking actions,
or give or refrain from giving consents, that favor the interests of one Note Holder over the other Note Holders, and that the
Controlling Note Holder may have special relationships and interests that conflict with the interests of another Note Holder and,
absent willful misconduct, bad faith or gross negligence on the part of the Controlling Note Holder, agree to take no action against
the Controlling Note Holder or any of its officers, directors, employees, principals or agents as a result of such special relationships
or interests, and that the Controlling Note Holder shall not be deemed to have been grossly negligent or reckless, or to have acted
in bad faith or engaged in willful misconduct or to have recklessly disregarded any exercise of its rights by reason of its


 






     33


     


    

 


having
acted or refrained from acting, or having given any consent or having failed to give any consent, solely in the interests of any
Note Holder.


 


(d)           Each Non-Controlling Senior Note Holder shall have the right at any time to appoint a representative in connection with
the exercise of its rights and obligations with respect to the Mortgage Loan (the “Non-Controlling Senior Note Holder
Representative”). Each Non-Controlling Senior Note Holder shall have the right in its sole discretion at any time and
from time to time to remove and replace the Non-Controlling Senior Note Holder Representative in accordance with the terms of the
Lead Securitization Servicing Agreement. When exercising its various rights under Section 5 and elsewhere in this Agreement,
each Non-Controlling Senior Note Holder may, at its option, in each case, act through the Non-Controlling Senior Note Holder Representative.
The Non-Controlling Senior Note Holder Representative may be any Person (other than a Mortgage Loan Borrower Related Party), including,
without limitation, the related Non-Controlling Senior Note Holder, any officer or employee of the related Non-Controlling Senior
Note Holder, any affiliate of the related Non-Controlling Senior Note Holder or any other unrelated third party. No such Non-Controlling
Senior Note Holder Representative shall owe any fiduciary duty or other duty to any other Person (other than such Non-Controlling
Senior Note Holder). All actions that are permitted to be taken by each Non-Controlling Senior Note Holder under this Agreement
may be taken by a Non-Controlling Senior Note Holder Representative acting on behalf of such Non-Controlling Senior Note Holder.


 


(e)            No Servicer, Trustee or Certificate Administrator acting on behalf of the Lead Securitization Note Holder shall be required
to recognize any Person as a Non-Controlling Senior Note Holder Representative until the related Non-Controlling Senior Note Holder
has notified each Servicer, Trustee and Certificate Administrator of such appointment and, if the Non-Controlling Senior Note Holder
Representative is not the same Person as the related Non-Controlling Senior Note Holder, the Non-Controlling Senior Note Holder
Representative provides each Servicer, Trustee and Certificate Administrator with written confirmation of its acceptance of such
appointment (and such parties will be entitled to rely on such notice), an address and facsimile number for the delivery of notices
and other correspondence and a list of officers or employees of such Person with whom the parties to this Agreement may deal (including
their names, titles, work addresses and facsimile numbers). The related Non-Controlling Senior Note Holder shall promptly deliver
such information to each Servicer, Trustee and Certificate Administrator.


 


(f)            The Lead Securitization Note Holder (or the Special Servicer acting on its behalf) shall be required to provide to the Non-Controlling
Senior Note Holder (or its related Non-Controlling Senior Note Holder Representative) (i) notice, information and reports with
respect to any Major Decisions (similar to such notice, information and report it is required to deliver to the Directing Certificateholder
pursuant to the Lead Securitization Servicing Agreement (without regard to whether a “control termination event” has
occurred) and (ii) a summary of the Asset Status Report relating to the Mortgage Loan (at the same time as it is required to deliver
to the Directing Certificateholder pursuant to the Lead Securitization Servicing Agreement (without regard to whether a “control
termination event” has occurred) and (2) the Lead Securitization Note Holder (or the Special Servicer acting on its behalf)
shall be required to consult with each Non-Controlling Senior Note Holder (or its related Non-Controlling Senior Note Holder Representative)
on a strictly non-binding basis with respect to


 






     34


     


    

 


any
such Major Decision or the implementation of any recommended actions in the summary of the Asset Status Report relating to the
Mortgage Loan, and consider alternative actions recommended by the related Non-Controlling Senior Note Holder (or its related
Non-Controlling Senior Note Holder Representative); provided that after the expiration of a period of ten (10) Business
Days from the delivery to a Non-Controlling Senior Note Holder (or its related Non-Controlling Senior Note Holder Representative)
by the Lead Securitization Note Holder of written notice of a proposed action, together with copies of the notice, information
and report required to be provided to the Non-Controlling Senior Note Holder, the Lead Securitization Note Holder (or the Special
Servicer acting on its behalf) shall no longer be obligated to consult with such Non-Controlling Senior Note Holder (or its related
Non-Controlling Senior Note Holder Representative), whether or not such Non-Controlling Senior Note Holder (or its related Non-Controlling
Senior Note Holder Representative) has responded within such ten (10) Business Day period (unless, the Lead Securitization Note
Holder (or the Master Servicer or the Special Servicer acting on its behalf) proposes a new course of action that is materially
different from the action previously proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from
the date of such proposal and delivery of all information relating thereto). Notwithstanding the consultation rights of any Non-Controlling
Senior Note Holder (or its related Non-Controlling Senior Note Holder Representative) set forth in the immediately preceding sentence,
the Lead Securitization Note Holder (or Special Servicer acting on its behalf) may make any Major Decision or take any action
set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Lead Securitization
Note Holder (or Special Servicer) determines that immediate action with respect thereto is necessary to protect the interests
of the Note Holders. In no event shall the Lead Securitization Note Holder (or Servicer or Special Servicer, acting on its behalf)
be obligated at any time to follow or take any alternative actions recommended by any Non-Controlling Senior Note Holder (or its
related Non-Controlling Senior Note Holder Representative).


 


Section 7.               Appointment of Special Servicer. Subject to the terms of the Lead Securitization Servicing Agreement, the Controlling
Note Holder (or its Controlling Note Holder Representative) shall have the right at any time and from time to time, with or without
cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a replacement Special Servicer
in lieu thereof. Any designation by the Controlling Note Holder (or its Controlling Note Holder Representative) of a Person to
serve as Special Servicer shall be made by delivering to the other Note Holder, the Servicer, the then existing Special Servicer
and other parties to the Lead Securitization Servicing Agreement a written notice stating such designation and satisfying the other
conditions to such replacement as set forth in the Lead Securitization Servicing Agreement (including, without limitation, a Rating
Agency Confirmation, if required by the terms of the Lead Securitization Servicing Agreement), if any. The Controlling Note Holder
shall be solely responsible for any expenses incurred in connection with any such replacement without cause. The Controlling Note
Holder shall notify the other parties hereto of its termination of the then currently serving Special Servicer and its appointment
of a replacement Special Servicer in accordance with this Section 7. If the Controlling Note Holder has not appointed a Special
Servicer with respect to the Mortgage Loan as of the consummation of the securitization under the Lead Securitization Servicing
Agreement, then the initial Special Servicer designated in the Lead Securitization Servicing Agreement shall serve as the initial
Special Servicer but this shall not limit the right of the Controlling Note


 






     35


     


    

 


Holder
(or its Controlling Note Holder Representative) to designate a replacement Special Servicer for the Mortgage Loan as aforesaid.


 


Section
8.               Payment Procedure.


 


(a)            The Lead Securitization Note Holder (or the Master Servicer acting on its behalf), in accordance with the priorities set
forth in Section 3 and subject to the terms of the Lead Securitization Servicing Agreement, shall deposit or cause to be deposited
all payments and collections on the Mortgage Loan to the Collection Account and the portion of such payments and collections that
are distributable to the Non-Lead Securitization Note Holders, the Note B-1 Holder and the Note B-2 Holder shall be deposited into
the Companion Loan Account pursuant to and in accordance with the Lead Securitization Servicing Agreement. The Lead Securitization
Note Holder (or the Master Servicer acting on its behalf) shall (i) deposit such amounts to the applicable account within two (2)
Business Days after receipt of properly identified funds by the Lead Securitization Note Holder (or the Master Servicer acting
on its behalf) from or on behalf of the Mortgage Loan Borrower, and (ii) remit from the applicable account (A) with respect to
the Lead Securitization Note(s), the remittance date under the Lead Securitization Servicing Agreement for the Lead Securitization
Note(s), and (B) with respect to each Non-Lead Securitization Note, Note B-1 (if Note B-1 is not included in the Lead Securitization)
and Note B-2, the Serviced Whole Loan Remittance Date (as defined in the Lead Securitization Servicing Agreement), in each case,
all payments received and allocable pursuant to this Agreement and the Lead Securitization Servicing Agreement with respect to
the Non-Lead Securitization Note, Note B-1 and Note B-2 (net of amounts payable or reimbursable from such account) by wire transfer
to accounts maintained by the applicable Note Holder.


 


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


 


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


 






     36


     


    

 


Holder’s
request, promptly return that payment to the Lead Securitization Note Holder (or the Master Servicer acting on its behalf).


 


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


 


Section 9.               Limitation on Liability of the Note Holders. Each Note Holder shall have no liability to any other Note Holder with
respect to its Note except with respect to losses actually suffered due to the negligence, willful misconduct or breach of this
Agreement on the part of such Note Holder.


 


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


 


Section
10.             Bankruptcy. Subject to Section 6(c), each Note Holder hereby covenants and agrees that only the Lead Securitization
Note Holder has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise
or join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect
to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator
or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the
winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Each Note Holder further agrees that only the Lead Securitization
Note Holder can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application
or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency
Proceeding. The Note Holders hereby appoint the Lead Securitization Note Holder as their agent, and grant to the Lead Securitization
Note Holder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of exercising any and all
rights and taking any and all actions available to the Note Holders in connection with any case by or against the Mortgage Loan
Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation, the right to file and/or


 






     37


     


    

 


prosecute
any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the Bankruptcy Code with respect
to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect to the Mortgage Loan.
The Note Holders hereby agree that, upon the request of the Lead Securitization Note Holder, each other Note Holder shall execute,
acknowledge and deliver to the Lead Securitization Note Holder all and every such further deeds, conveyances and instruments as
the Lead Securitization Note Holder may reasonably request for the better assuring and evidencing of the foregoing appointment
and grant. All actions taken by the Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance
with the Servicing Standard.


 


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


 


Each Note B Holder acknowledges
that it has, independently and without reliance upon the Lead Securitization Note Holder or the Non-Lead Securitization Note Holder,
except with respect to the representations and warranties provided by the Lead Securitization Note Holder and the Non-Lead Securitization
Note Holder herein, and based on such documents and information as it has deemed appropriate, made its own credit analysis and
decision to purchase its Note B and each Note B Holder accepts responsibility therefor. Each Note B Holder hereby acknowledges
that, other than the representations and warranties provided herein, the Lead Securitization Note Holder and the Non-Lead Securitization
Note Holder have made no representations or warranties with respect to the Mortgage Loan, subject to such representations and warranties
as provided by the Lead Securitization Note Holder and the Non-Lead Securitization Note Holder herein, and that the Lead Securitization
Note Holder and the Non-Lead Securitization Note Holder 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 Lead Securitization Note Holder or the Non-Lead Securitization Note
Holder in connection with the origination of the Mortgage Loan, (iii) the validity, sufficiency or effectiveness of the


 






     38


     


    

 


lien
created or to be created by the Mortgage Loan Documents, or (iv) the financial condition of the Mortgage Loan Borrower. Each Note
B Holder assumes all risk of loss in connection with its Note B-1 except as specifically set forth herein.


 


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


 


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


 


Section 14.             Sale of the Notes.


 


(a)            Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute,
encumber or otherwise dispose (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other
similar agreement, excluding a repo financing or a Pledge in accordance with Section 14(d)) of a Note (a “Transfer”)
except to a Qualified Institutional Lender. Promptly after the Transfer, the non-transferring Note Holders shall be provided with
(x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional
Lender (except in the case of a Transfer to a Securitization (and the related pooling and servicing or similar agreement requires
the parties thereto to comply with this Agreement) or a Transfer that is made in accordance with the immediately following sentence)
and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer
its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain (x)
prior to a Securitization, the consent of each non-transferring Note Holder or (2) after a Securitization of such non-transferring
Note Holder’s Note, Rating Agency Confirmation. Notwithstanding the foregoing, without the non-transferring Note Holder’s
prior consent (which will not be unreasonably withheld, conditioned or delayed), and, if such non-transferring Note Holder’s
Note is held in a Securitization Trust, without Rating Agency Confirmation, no Note Holder shall Transfer all or any portion of
its Note (or a participation interest in such Note) to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related


 






     39


     


    

 


Party
and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. The transferring
Note Holder agrees that it will pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer,
the Special Servicer and the Trustee) and all expenses relating to the confirmation from the Rating Agencies in connection with
any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent
of any other Note Holder, the Rating Agencies or any other Person, to Transfer 49% or less (in the aggregate) of its Note or any
beneficial interest in its Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of
the Notes in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the
Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage
Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Specially Serviced Loan, to a single member limited liability
or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member
limited liability companies or limited partnerships, by the Lead Securitization Trust.


 


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


 


(c)            Notwithstanding any other provision hereof, any Note Holder may pledge (a “Pledge”) its Note to any entity
(other than the Mortgage Loan Borrower or any Affiliate thereof) which has extended a credit facility to such Note Holder and that
is either a Qualified Institutional Lender or a financial institution whose long-term unsecured debt is rated at least “A”
(or the equivalent) or better by each Rating Agency (a “Note Pledgee”), on terms and conditions set forth in
this Section 14(c), it being further agreed that a financing provided by a Note Pledgee to a Note Holder or any Person which
Controls such Note that is secured by its Note and is structured as a repurchase arrangement, shall qualify as a “Pledge”
hereunder, provided that a Note Pledgee which is not a Qualified Institutional Lender may not take title to the pledged
Note without a Rating Agency Confirmation. Upon written notice by the applicable Note Holder to any other Note Holder and any Servicer
that a Pledge has been effected (including the name and address of the applicable Note Pledgee), such other Note Holder agrees
to acknowledge receipt of such notice and thereafter agrees: (i) to give Note Pledgee written notice of any default by the
pledging Note Holder in respect of its obligations under this Agreement of which default such Note Holder has actual knowledge;
(ii) to allow such Note Pledgee a period of ten (10) days to cure a default by the pledging Note Holder in respect of
its obligations to any other Note Holder hereunder, but such Note Pledgee shall not be obligated to cure any such default; (iii) that
no amendment, modification, waiver or termination of this Agreement shall be effective against such Note Pledgee without the written
consent of such Note Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed; (iv) that such other
Note Holder shall give to such Note Pledgee copies of any notice of default under this Agreement simultaneously with the giving
of same to the pledging Note Holder; (v) that such


 






     40


     


    

 


other
Note Holder shall deliver to Note Pledgee such estoppel certificate(s) as Note Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to such other Note Holder; and (vi) that, upon written
notice (a “Redirection Notice”) to the other Note Holders and any Servicer by such Note Pledgee that the pledging
Note Holder is in default, beyond any applicable cure periods, under the pledging Note Holder’s obligations to such Note
Pledgee pursuant to the applicable credit agreement between the pledging Note Holder and such Note Pledgee (which notice need
not be joined in or confirmed by the pledging Note Holder), and until such Redirection Notice is withdrawn or rescinded by such
Note Pledgee, Note Pledgee shall be entitled to receive any payments that any Note Holder or Servicer would otherwise be obligated
to pay to the pledging Note Holder from time to time pursuant to this Agreement or the Lead Securitization Servicing Agreement.
Any pledging Note Holder hereby unconditionally and absolutely releases the other Note Holders and any Servicer from any liability
to the pledging Note Holder on account of such other Note Holder’s or Servicer’s compliance with any Redirection Notice
believed by any Servicer or such other Note Holder to have been delivered by a Note Pledgee. A Note Pledgee shall be permitted
to exercise fully its rights and remedies against the pledging Note Holder to such Note Pledgee (and accept an assignment in lieu
of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Note Holders and
any Servicer shall recognize such Note Pledgee (and any transferee other than the Mortgage Loan Borrower or any Affiliate thereof
which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Note Pledgee or any transfer in
lieu of foreclosure), and its successor and assigns, as the successor to the pledging Note Holder’s rights, remedies and
obligations under this Agreement, and any such Note Pledgee or Qualified Institutional Lender shall assume in writing the obligations
of the pledging Note Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such
Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The rights of a Note Pledgee under this Section 14(c)
shall remain effective as to any Note Holder (and any Servicer) unless and until such Note Pledgee shall have notified any such
Note Holder (and any Servicer, as applicable) in writing that its interest in the pledged Note has terminated.


 


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


 


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


 


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


 


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


 


(iv)          The
Conduit Credit Enhancer and the Conduit agree that, if such Note Holder defaults under the Conduit Inventory Loan, or if the Conduit
is unable to refinance


 






     41


     


    

 


its
outstanding commercial paper even if there is no default by such Note Holder, the Conduit Credit Enhancer will purchase the Conduit
Inventory Loan from the Conduit, and the Conduit will assign the pledge of such Note Holder’s Note to the Conduit Credit
Enhancer; and


 


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


 


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


 


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


 


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


 






     42


     


    

 


OBLIGATIONS
LAW) EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT.


 


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


 


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


 


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


 


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


 


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


 


Section 18.             Modifications. This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed
by each Note Holder. Additionally, for as long as any Note is contained in a Securitization Trust, the Note Holders shall not amend
or modify this Agreement without first receiving a Rating Agency Confirmation; provided that no such confirmation from the
Rating Agencies shall be required in connection with a modification (i) to cure any ambiguity, to correct or supplement any provisions
herein that may be defective or inconsistent with any other provisions herein or with the Lead Securitization Servicing Agreement,
(ii) to make other provisions with respect to matters or questions arising under this Agreement, which shall not be inconsistent
with the provisions of this Agreement, (iii) entered into pursuant to Section 31 of this Agreement or (iv) if and to the extent
that it would be deemed given or not required pursuant to the definition of Rating Agency Confirmation in the Lead Securitization
Servicing Agreement and/or any Non-Lead Securitization Servicing Agreement, as applicable.


 






     43


     


    


 


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


 


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


 


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


 


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


 


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


 


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


 


(b)          The Non-Lead Securitization Note Holder, the Note B-1 Holder (if Note B-1 is not included in the Lead Securitization) and
the Note B-2 Holder shall and hereby agrees to indemnify the Lead Securitization Note Holder against and hold the Lead Securitization
Note


 






     44


     


    

 


Holder harmless from and against any Taxes, interest, penalties and reasonable attorneys’ fees and disbursements arising
or resulting from any failure of the Lead Securitization Note Holder (or the Master Servicer on its behalf) to withhold Taxes from
payment made to such Non-Lead Securitization Note Holder, such Note B-1 Holder or such Note B-2 Holder in reliance upon any representation,
certificate, statement, document or instrument made or provided by such Non-Lead Securitization Note Holder, Note B-1 Holder or
such Note B-2 Holder to the Lead Securitization Note Holder in connection with the obligation of the Lead Securitization Note Holder
to withhold Taxes from payments made to such Non-Lead Securitization Note Holder, Note B-1 Holder or Note B-2 Holder, it being
expressly understood and agreed that (i) the Lead Securitization Note Holder shall be absolutely and unconditionally entitled
to accept any such representation, certificate, statement, document or instrument as being true and correct in all respects and
to fully rely thereon without any obligation or responsibility to investigate or to make any inquiries with respect to the accuracy,
veracity, correctness or validity of the same and (ii) such Non-Lead Securitization Note Holder, Note B-1 Holder and such
Note B-2 Holder, upon request of the Lead Securitization Note Holder and at its sole cost and expense, shall defend any claim or
action relating to the foregoing indemnification using counsel selected by the Lead Securitization Note Holder.


 


(c)          The Non-Lead Securitization Note Holder, the Note B-1 Holder and the Note B-2 Holder represent to the Lead Securitization
Note Holder (for the benefit of the Mortgage Loan Borrower) that it is not a Non-Exempt Person and that neither the Lead Securitization
Note Holder nor the Mortgage Loan Borrower is obligated under applicable law to withhold Taxes on sums paid to it with respect
to the Mortgage Loan or otherwise pursuant to this Agreement. Contemporaneously with the execution of this Agreement and from time
to time as necessary during the term of this Agreement, the Non-Lead Securitization Note Holder, Note B-1 Holder and each Note
B-2 Holder shall deliver to the Lead Securitization Note Holder or Servicer, as applicable, evidence satisfactory to the Lead Securitization
Note Holder substantiating that such Note Holder is not a Non-Exempt Person and that the Lead Securitization Note Holder is not
obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise under this Agreement.
Without limiting the effect of the foregoing, (i) if a Non-Lead Securitization Note Holder is created or organized under the
laws of the United States, any state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence
by furnishing to the Lead Securitization Note Holder an Internal Revenue Service Form W-9 and (ii) if a Non-Lead Securitization
Note Holder is not created or organized under the laws of the United States, any state thereof or the District of Columbia, and
if the payment of interest or other amounts by the Mortgage Loan Borrower is treated for United States income tax purposes as derived
in whole or part from sources within the United States, such Note Holder shall satisfy the requirements of the preceding sentence
by furnishing to the Lead Securitization Note Holder Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments)
or Form W-8BEN, or successor forms, as may be required from time to time, duly executed by such Note Holder, as evidence of such
Note Holder’s exemption from the withholding of United States tax with respect thereto. The Lead Securitization Note Holder
shall not be obligated to make any payment hereunder with respect to a Non-Lead Securitization Note, Note B-1 Holder or a Note
B-2 Holder or otherwise until the related Non-Lead Securitization Note Holder shall have furnished to the Lead Securitization Note
Holder requested forms, certificates, statements or documents.


 






     45


     


    

 


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


 


Section 26.          Cooperation in Securitization.


 


(a)          Each Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization.
In connection with a Securitization and subject to the terms of the preceding sentence, at the request of the Lead Securitization
Note Holder, each Note Holder shall use reasonable efforts, at the Lead Securitization Note Holder’s expense, to satisfy,
and to cooperate with the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market
standards to which the Lead Securitization Note Holder customarily adheres or which may be reasonably required in the marketplace
or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable) any
modifications to this Agreement or the Mortgage Loan Documents and to cooperate with the Lead Securitization Note Holder in attempting
to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably
requested by the Rating Agencies to effect the Securitization; provided, however, that either in connection with
the Lead Securitization or otherwise at any time prior to the Lead Securitization, none of the Note Holders shall be required to
modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith,
if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to or priority
of such payments to, a Note Holder or (ii) materially increase a Note Holders’ obligations or materially decrease any
Note Holders’ rights, remedies or protections. In connection with the Lead Securitization, each Note Holder agrees to provide
for inclusion in any disclosure document relating to the Lead Securitization such information concerning such Note Holder and the
related Note as the Lead Securitization Note Holder reasonably determines to be necessary or appropriate, and each Note Holder
covenants and agrees that it shall, at the Lead Securitization Note Holder’s expense, cooperate with the reasonable requests
of each Rating Agency and Lead Securitization Note Holder in connection with the Lead Securitization (including, without limitation,
reasonably cooperating with the Lead Securitization Noteholder (without any obligation to make additional representations and warranties)
to enable the Lead Securitization Noteholder to make all necessary certifications and deliver all necessary opinions (including
customary securities law opinions) in connection with the Mortgage Loan and the Lead Securitization), as well as in connection
with all other matters and the preparation of any offering documents thereof and to review and respond reasonably promptly with
respect to any information relating to a Note Holder and the related Non-Lead Securitization Note in any Securitization document.
Each Note Holder acknowledges that the information provided by it to the Lead Securitization Note Holder may be incorporated into
the offering documents for the Lead Securitization. The Lead Securitization Note Holder and each Rating Agency shall be entitled
to rely on the information supplied by, or on behalf of, each Note Holder. The Lead Securitization Note Holder will reasonably
cooperate with each Note Holder by providing all information reasonably requested that is in the Lead Securitization Note Holder’s
possession in


 






     46


     


    

 


connection with each Note Holders’ preparation of disclosure materials in connection with a Securitization.


 


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


 


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


 


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


 


Section 29.           Certain Matters Affecting the Agent.


 


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


 


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


 


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


 


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


 


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


 






     47


     


    

 


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


 


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


 


Section 30.           Termination and Resignation of Agent.


 


(a)          The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Note Holder.
In the event that the Agent is terminated pursuant to this Section 30, all of its rights and obligations under this Agreement shall
be terminated, other than any rights or obligations that accrued prior to the date of such termination.


 


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


 


Section 31.          Resizing. Notwithstanding any other provision of this Agreement, for so long as Natixis or an affiliate of Natixis
(an “Original Entity”) is the owner of a Non-Lead Securitization Note (the “Owned Note”),
such Original Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Mortgage Loan Borrower
to execute amended and restated notes or additional notes (in either case, “New Notes”) reallocating the principal
of the Owned Note to such New Notes; or severing the Owned Note into one or more further “component” notes in the aggregate
principal amount equal to the then outstanding principal balance of the Owned Note provided that (i) the aggregate principal
balance of all outstanding New Notes following such amendments is no greater than the aggregate principal of the Owned Note prior
to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments,
(iii) all Notes pay pro rata and on a pari passu basis (to the extent described in the Mortgage Loan Agreement) and
such reallocated or component notes shall be automatically subject to the terms of this Agreement, (iv) the Original Entity holding
the New Notes shall notify the Lead Securitization Note Holder, the Master Servicer, the Special Servicer, the Certificate Administrator
and the Trustee in writing of such modified allocations and principal amounts, and (v) the execution of such amendments and New
Notes does not violate the Servicing Standard. If the Lead Securitization Note Holder so requests, the Original Entity holding
the New Notes (and any subsequent holder of such Notes) shall execute a confirmation of the continuing applicability of this Agreement
to the New Notes, as so modified. Except for the foregoing reallocation and for modifications pursuant to the Lead


 






     48


     


    

 


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


 


Section 32.          Cure
Rights of Note B-1 Holder and Note B-2 Holder.  (a) Subject to
Section 32(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 for such payment permitted under the applicable Mortgage Loan
Documents (a “Monetary Default”), the Lead Securitization Note Holder shall promptly provide notice to the
Note B-1 Holder (at any time that Note B-1 is not included in a Securitization), Note
B-2 Holder and the Controlling Note Holder Representative of such default (the “Monetary Default Notice”).
The Note B-1 Holder (at any time that Note B-1 is not included in a Securitization) and/or the
Note B-2 Holder, as applicable, shall have the right, but not the obligation, to cure such Monetary Default (such
curing Note Holder, the “Curing Note Holder”) within ten (10) Business Days after receiving the Monetary
Default Notice (the “Cure Period”). If both the Note B-1 Holder and the Note B-2 Holder elect to cure such
Monetary Default, the Note B-2 Holder will be the “Curing Note Holder”. At the time a payment is made to cure a
Monetary Default, the Curing Note Holder shall pay or reimburse the Lead Securitization Note Holder and the Non-Lead
Securitization Note Holder (and, in the case of any cure made by the Note B-2 Holder, the Lead Securitization Note Holder,
Non-Lead Securitization Note Holder and the Note B-1 Holder) for all unreimbursed Advances (whether or not recoverable),
Advance Interest Amounts, any unpaid fees to any Servicer and any Additional Servicing Expenses. The Curing Note Holder shall
not be required, in order to effect a cure hereunder, to pay any default interest or late charges under the Mortgage 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 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 “Defaulted Loan” (as
defined in the Lead Securitization Servicing Agreement); provided that such limitation shall not prevent the
Lead Securitization Note Holder or the Non-Lead Securitization Note Holder from collecting default interest or late charges
from the Mortgage Loan Borrower. Any amounts advanced by a Note Holder on behalf of the Mortgage Loan Borrower to effect any
cure shall be reimbursable to such Note Holder under Section 3.


 


(b)          Notwithstanding anything to the contrary contained in Section 32(a), the Note B-1 Holder and the Note B-2 Holder collectively
shall be limited to six (6) cures of Monetary Defaults in the aggregate in a 12 month period, and six (6) cures of Non-Monetary
Defaults in the aggregate over the term of the Mortgage Loan, it being understood that a Non-


 






     49


     


    

 


Monetary Default Cure Period that
may extend longer than one month in accordance with Section 32(d) shall be considered to be a single cure. Additional Cure Periods
shall only be permitted with the consent of the Lead Securitization Note Holder, and in the case of any cure made by the Note B-2
Holder, the Lead Securitization Note Holder and the Note B-1 Holder.


 


(c)          No action taken by the Note B-1 Holder or Note B-2 Holder in accordance with this Agreement shall excuse performance by
the Mortgage Loan Borrower of its obligations under the Mortgage Loan Documents and the rights of the Lead Securitization Note
Holder and the Non-Lead Securitization Note Holder under the Mortgage Loan Documents shall not be waived or prejudiced by virtue
of the Note B-1 Holder’s or Note B-2 Holder’s actions under this Agreement. Subject to the terms of this Agreement,
the Curing Note Holder shall be subrogated to the rights of the Lead Securitization Note Holder and the Non-Lead Securitization
Note Holder with respect to any payment owing to the Lead Securitization Note Holder or a Non-Lead Securitization Note Holder for
which the Curing Note Holder makes a cure payment as permitted under this Section 32, but such subrogation rights may not be exercised
against the Mortgage Loan Borrower until 91 days after the Lead Securitization Note and the Non-Lead Securitization Note (and in
the case of any subrogation rights held by the Note B-2 Holder, the Lead Securitization Note, the Non-Lead Securitization Note
and the Note B-1) are 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 Lead Securitization Note Holder shall promptly provide notice to the Note B-1 Holder (at
any time that Note B-1 is not included in a Securitization), Note B-2 Holder and the Controlling Note Holder Representative
of such failure (the “Non-Monetary Default Notice”) and the Note B-1 Holder (at
any time that Note B-1 is not included in a Securitization) and/or the Note B-2 Holder, as applicable, shall have the right,
but not the obligation, to cure such Non-Monetary Default within ten (10) days from the later of (i) the expiration of the cure
period of the Mortgage Loan Borrower under the Mortgage Loan Documents and (ii) receipt of the Non-Monetary Default Notice; 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 applicable Curing Note Holder, such Curing Note Holder shall
be given an additional period of time as is reasonably necessary to enable such Curing Note Holder in the exercise of due diligence
to cure such Non-Monetary Default for so long as (i) the Curing Note Holder diligently and expeditiously proceeds to cure such
Non-Monetary Default, (ii) the Curing Note Holder makes all cure payments that it is permitted to make in accordance with the terms
and provisions of Section 32(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 Curing Note Holder has to cure a Non-Monetary
Default in accordance with this Section 32(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. If
both the Note B-2 Holder and the Note B-1 Holder elect to cure such default, the Note B-2 Holder will be the “Curing Note
Holder” so long as it is diligently pursuing such non-monetary cure, and will have the exclusive right to effect such cure.


 






     50


     


    

 


Section 33.          Purchase
Rights of Note B-1 Holder and Note B-2 Holder. The Note B-1 Holder (at
any time that Note B-1 is not included in a Securitization) shall have the right, by written notice to the Lead
Securitization Note Holder and the Non-Lead Securitization Note Holder, and the Note B-2 Holder shall have the right by
written notice to the Lead Securitization Note Holder, Non-Lead Securitization Note Holder and Note B-1 Holder (any
such notice, a “Note Holder Purchase Notice”), delivered at any time an Event of Default under the
Mortgage Loan has occurred and is continuing, to purchase (x) in the case of a purchase made by the Note B-2 Holder, the Lead
Securitization Notes, the Non-Lead Securitization Note and Note B-1 and (y) in the case of a purchase made by the Note B-1
Holder, each of the Lead Securitization Note and the Non-Lead Securitization Note, in immediately available funds, in whole
but not in part at the applicable Defaulted Mortgage Loan Purchase Price. Upon the delivery of the Note Holder Purchase
Notice to the Lead Securitization Note Holder, the Non-Lead Securitization Note Holder and/or the Note B-1 Holder, as
applicable, the Lead Securitization Note Holder, the Non-Lead Securitization Note Holder and/or the Note B-1 Holder, as
applicable, shall sell (and the Note B-2 Holder and/or the Note B-1 Holder shall sell, and the Note B-1 Holder or the Note
B-2 Holder as applicable, shall purchase) the Lead Securitization Note and the Non-Lead Securitization Note and, if
applicable, the Note B-1 at the Defaulted Mortgage Loan Purchase Price, on a date (the “Defaulted Mortgage Loan
Purchase Date”) (i) not more than ten (10) Business Days after the written exercise by the Note B-1 Holder or the
Note B-2 Holder, as applicable, to purchase the Lead Securitization Note and the Non-Lead Securitization Note and, if
applicable, Note B-1 or (ii) not more than thirty (30) days after the written exercise by the Note B-1 Holder or the Note B-2
Holder, as applicable, to purchase the Lead Securitization Note and the Non-Lead Securitization Note if such purchasing Note
Holder deposits 10% of the Defaulted Mortgage Loan Purchase Price with the Lead Securitization Holder within ten (10)
Business Days after the written exercise of the Note B-1 Holder or the Note B-2 Holder, as applicable, to purchase the Lead
Securitization Note and the Non-Lead Securitization Note and, if applicable, Note B-1. Any Note Holder Purchase Notice
shall contain a statement that the Note B-1 Holder’s or Note B-2 Holder’s failure to purchase the Lead
Securitization Note and the Non-Lead Securitization Note on a Defaulted Mortgage Loan Purchase Date will result in the
termination of such Note Holder’s right. The Note B-1 Holder and the Note B-2 Holder agrees that the sale of the Lead
Securitization and the Non-Lead Securitization Note shall comply with all requirements of the Lead Securitization Servicing
Agreement and that all costs and expenses related thereto shall be paid by the purchasing Note Holder. The Defaulted Mortgage
Loan Purchase Price shall be calculated by the Lead Securitization Note Holder (or the Master Servicer on its behalf) three
(3) Business Days prior to the Defaulted Mortgage Loan 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
purchasing Note Holder. Concurrently with the payment to the Lead Securitization Note Holder and the Non-Lead Securitization
Note Holder and, if applicable the Note B-1 Holder in immediately available funds of its respective portion of the Defaulted
Mortgage Loan Purchase Price, the Lead Securitization Note Holder and the Non-Lead Securitization Note Holder and, if
applicable, the Note B-1 Holder will execute at the sole cost and expense of the purchasing Note Holder in favor of
such purchasing Note Holder assignment documentation which will assign the Lead Securitization Note and the Non-Lead
Securitization Note, and, if applicable, Note B-1 and the related Mortgage Loan Documents without recourse, representations
or warranties (except that each selling Note Holder will represent and warrant that it had good and marketable title to,


 






     51


     


    

 


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).


 


The right of the Note
B-1 Holder and the Note B-2 Holder, as applicable, to purchase the Lead Securitization Note and the Non-Lead Securitization 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 Lead Securitization Note Holder shall give the Note B-1 Holder, or the Note B-2 Holder,
applicable, fifteen (15) days’ notice of its intent with respect to any such action). Notwithstanding the foregoing sentence,
if title to the Mortgaged Property is transferred to the Master Servicer (or other nominee on behalf of the Lead Securitization
Note Holder) less than fifteen (15) days after the acceleration of the Mortgage Loan, the Lead Securitization Note Holder
shall notify the Note B-1 Holder and the Note B-2 Holder of such transfer, and each of the Note B-1 Holder or Note B-2 Holder shall
have a fifteen (15) day period from the date of such notice from Lead Securitization Note Holder to deliver a Note Holder
Purchase Notice in accordance with this Section 33, in which case the Note B-1 Holder or the Note B-2 Holder, as applicable, 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.


 


In the event both the
Note B-1 Holder and the Note B-2 Holder deliver a Note Holder Purchase Notice, the Note B-2 Holder shall have the right to exercise
the purchase option set forth in this Section 33.


 


[SIGNATURE
PAGE FOLLOWS]


 






     52


     


    

 


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


 





	 	NATIXIS REAL ESTATE CAPITAL LLC,
	 	 	as Initial Note A-1 Holder
	 	 	 
	 	By:	/s/ Jerry Tang
	 	 	Name: Jerry Tang
	 	 	Title: Executive Director
	 	 	 
	 	By:	/s/ Delphine Clerjaud
	 	 	Name: Delphine Clerjaud
	 	 	Title: Vice President
	 	 	 
	 	NATIXIS REAL ESTATE CAPITAL LLC,
	 	 	as Initial Note A-2 Holder
	 	 	 
	 	By:	/s/ Jerry Tang
	 	 	Name: Jerry Tang
	 	 	Title: Executive Director
	 	 	 
	 	By:	/s/ Delphine Clerjaud
	 	 	Name: Delphine Clerjaud
	 	 	Title: Vice President
	 	 	 
	 	NATIXIS REAL ESTATE CAPITAL LLC,
	 	 	as Initial Note B-1 Holder
	 	 	 
	 	By:	/s/ Jerry Tang
	 	 	Name: Jerry Tang
	 	 	Title: Executive Director
	 	 	 
	 	By:	/s/ Delphine Clerjaud
	 	 	Name: Delphine Clerjaud
	 	 	Title: Vice President


 


UBS
2017-C6: 111 WEST JACKSON CO-LENDER AGREEMENT 


 






     


    


    

 


	 	NATIXIS REAL ESTATE CAPITAL LLC,
	 	 	as Initial Note B-2 Holder
	 	 	 
	 	By:	/s/ Jerry Tang
	 	 	Name: Jerry Tang
	 	 	Title: Executive Director
	 	 	 
	 	By:	/s/ Delphine Clerjaud
	 	 	Name: Delphine Clerjaud
	 	 	Title: Vice President







 


 UBS
2017-C6: 111 WEST JACKSON CO-LENDER AGREEMENT


 









     


    


    

 


EXHIBIT A



MORTGAGE LOAN SCHEDULE


 


Description of Mortgage Loan


 


	Mortgage Loan Borrower:	111 West Jackson Holdings LLC
	Date of Mortgage Loan:	November 15, 2017
	Date of Notes:	November 15, 2017
	Original Principal Amount of Mortgage Loan:	105,000,000
	Principal Amount of Mortgage Loan as of the date hereof:	105,000,000
	Initial Note Principal Balance of Note A-1:	11,000,000
	Initial Note Principal Balance of Note A-2:	30,000,000
	Initial Note Principal Balance of Note B-1:	34,000,000
	Initial Note Principal Balance of Note B-2:	30,000,000
	Location of Mortgaged Property:	Chicago, Illinois
	Initial Maturity Date:	December 5, 2027
	Note Rate of Note A-1	4.8600% per annum
	Note Rate of Note A-2	4.8600% per annum
	Note Rate of Note B-1	4.8600% per annum


 






     A-1


     


    

  


EXHIBIT B


 


1.   Agent Office:


 


(Prior to the Securitization Date):


 


NATIXIS REAL ESTATE CAPITAL LLC



Notice Address:



Natixis Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Khaled Mohiuddin

Facsimile: (212) 891-5777


 


with a copy to:



Natixis Real Estate Capital LLC

Office of Chief Operating Officer

1251 Avenue of the Americas

New York, New York 10020

Facsimile: (212) 891-6288


 


with a copy to:



Natixis North America LLC

Office of the General Counsel

1251 Avenue of the Americas

New York, New York 10020


 


for legal notices, with a copy to:



legal.notices@natixis.com


 






    B-1


     


    




 


2.  Initial Note
A-1 Holder:


 


NATIXIS REAL ESTATE CAPITAL LLC



Notice Address:



Natixis Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Khaled Mohiuddin

Facsimile: (212) 891-5777


 


with a copy to:



Natixis Real Estate Capital LLC

Office of Chief Operating Officer

1251 Avenue of the Americas

New York, New York 10020

Facsimile: (212) 891-6288


 


with a copy to:



Natixis North America LLC

Office of the General Counsel

1251 Avenue of the Americas

New York, New York 10020


 


for legal notices, with a copy to:



legal.notices@natixis.com


 


3.       Initial Note
A-2 Holder:


 


NATIXIS REAL ESTATE CAPITAL LLC



Notice Address:



Natixis Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Khaled Mohiuddin

Facsimile: (212) 891-5777


 






    B-2


     


    

 


with a copy to:



Natixis Real Estate Capital LLC

Office of Chief Operating Officer

1251 Avenue of the Americas

New York, New York 10020

Facsimile: (212) 891-6288


 


with a copy to:



Natixis North America LLC

Office of the General Counsel

1251 Avenue of the Americas

New York, New York 10020


 


for legal notices, with a copy to:



legal.notices@natixis.com


 


4.       Initial Note
B-1 Holder:


 


NATIXIS REAL ESTATE CAPITAL LLC



Notice Address:



Natixis Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Khaled Mohiuddin

Facsimile: (212) 891-5777


 


with a copy to:



Natixis Real Estate Capital LLC

Office of Chief Operating Officer

1251 Avenue of the Americas

New York, New York 10020

Facsimile: (212) 891-6288


 


with a copy to:



Natixis North America LLC

Office of the General Counsel

1251 Avenue of the Americas

New York, New York 10020


 






    B-3


     


    

 


for legal notices, with a copy to:



legal.notices@natixis.com


 


4.       Initial Note
B-2 Holder:


 


NATIXIS REAL ESTATE CAPITAL LLC



Notice Address:



Natixis Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Khaled Mohiuddin

Facsimile: (212) 891-5777


 


with a copy to:



Natixis Real Estate Capital LLC

Office of Chief Operating Officer

1251 Avenue of the Americas

New York, New York 10020

Facsimile: (212) 891-6288


 


with a copy to:



Natixis North America LLC

Office of the General Counsel

1251 Avenue of the Americas

New York, New York 10020


 


for legal notices, with a copy to:



legal.notices@natixis.com


 






    B-4


     


    

 


EXHIBIT C



PERMITTED FUND MANAGERS


 


1. Apollo Global Real Estate





2. Archon Capital, L.P.





3. AREA Property Partners





4. BlackRock, Inc.





5. The Blackstone Group International Ltd.





6. Capital Trust, Inc.





7. Clarion Partners





8. Colony Capital, Inc.





9. DLJ Real Estate Capital Partners





10. Eightfold Real Estate Capital, L.P.





11. Fortress Investment Group LLC





12. Garrison Investment Group





13. Goldman, Sachs & Co.





14. iStar Financial Inc.





15. J.E. Roberts Companies





16. Lend-Lease Real Estate Investments





17. LoanCore Capital





18. Lonestar Funds





19. Praedium Group





20. Raith Capital Partners, LLC





21. Rialto Capital Management, LLC





22. Rialto Capital Advisors, LLC





23. Rockpoint Group





24. Starwood Capital/Starwood Financial Trust





25. Torchlight Investors





26. Walton Street Capital, LLC





27. Westbrook Partners





28. WestRiver Capital





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


 






    C-1 


    


    

 


SCHEDULE I


 


The Lead Securitization
Servicing Agreement shall provide that:


 


(i)            the Master Servicer and Trustee for such Securitization shall be required to notify the servicer, special servicer and
trustee of each other Securitization of the amount of any P&I Advance (as defined in the Servicing Agreement) it has made
with respect to the Note included in such Securitization within two (2) Business Days of making such advance;


 


(ii)           if the Master Servicer or Trustee determines that a proposed P&I Advance, if made, or any outstanding P&I Advance
previously made, would be, or is, as applicable, a nonrecoverable advance, the Master Servicer shall provide the other servicers
written notice of such determination within two (2) Business Days after such determination was made;


 


(iii)          the Master Servicer shall remit all payments received (or advanced) with respect to the Non-Lead Securitization Note, net
of its Servicing Fee and any other applicable fees and reimbursements payable to the Master Servicer, the Special Servicer and
the Trustee, to the Non-Lead Securitization Note Holder on the applicable Master Servicer Remittance Date;


 


(iv)          the Master Servicer agrees to make available to the master servicer under the Non-Lead Securitization Servicing Agreement
the CREFC® Investor Reporting Package® (as defined in the Servicing Agreement) pursuant to the terms of the Servicing
Agreement on a monthly basis on the applicable Master Servicer Remittance Date;


 


(v)           the Master Servicer, any primary servicer, the Special Servicer and the Trustee, certificate administrator or other party
acting as custodian for the Lead Securitization shall be required to deliver (and shall be required to cause each other servicer
and servicing function participant (within the meaning of Items 1123 and 1122, respectively, of Regulation AB) retained or engaged
by it to deliver), to the parties to the Non-Lead Securitization Servicing Agreement, at its own expense, in a timely manner,
the reports, certifications, compliance statements, accountants’ assessments and attestations, information to be included
in reports (including, without limitation, Form 15G, Form 10K, Form 10D, Form 8K), and other materials specified in each of the
other Servicing Agreements as the parties to the Non-Lead Securitization may require in order to comply with their obligations
under the Securities Act of 1933, as amended, Securities Exchange Act of 1934 (including Rule 15Ga-1), as amended, and Regulation
AB, and any other applicable law. Without limiting the generality of the foregoing, the Lead Securitization Note Holder for a
Lead Securitization shall provide in a timely manner to the depositor and the trustee for any prior Securitization a copy of the
Servicing Agreement and each Servicer (at the expense of the Lead Securitization Note Holder) will be required, upon prior written
request, to provide to the depositor and the trustee for any prior Securitization any other information required to comply in
a timely manner with applicable filing requirements under Items 1.01 and 6.02 of Form 8-K, any other disclosure information required
pursuant to Regulation AB in a timely manner for inclusion in any disclosure document (and, with respect to the Servicing Agreement,
for filing under Form 8-K), and with respect to the Servicers, upon prior written request,


 






     Sch. 1-1


    


    

 


market indemnification agreements, opinions and
Regulation AB compliance letters as were or are being delivered with respect to the Lead Securitization. As used in this Agreement,
“Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125,
as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the United
States Securities and Exchange Commission (the “Commission”) or by the staff of the Commission, or as may be
provided by the Commission or its staff from time to time, in each case as effective from time to time as of the compliance dates
specified therein. The Master Servicer, any primary servicer and the Special Servicer, upon prior written request, shall each be
required to provide certification and indemnification to each Certifying Person with respect to the Sarbanes-Oxley Certification
(or analogous terms) as such terms are defined in the Non-Lead Securitization Servicing Agreement;


 


(vi)          the servicing duties of each of the Master Servicer and Special Servicer under the Servicing Agreement shall include the
duty to service the Note B on behalf of the Note B-1 Holder and the Note B-2 Holder and to service the Non-Lead Securitization
Note on behalf of the related Trustee and related Certificateholders in accordance with the terms and provisions of this Agreement;


 


(vii)         with respect to the Non-Lead Securitization Note , the Master Servicer shall withdraw from the related Collection Account
and remit to the Holder of the Non-Lead Securitization Note, within one (1) Business Day of receipt of properly identified funds,
any amounts that represent late collections or principal prepayments on such Non-Lead Securitization Note or any successor REO
Property with respect thereto (exclusive of any portion of such amount payable or reimbursable to any third party in accordance
with this Agreement), unless such amount would otherwise be included in the monthly remittance to the Holder of such Non-Lead
Securitization Note for such month; provided, however, that to the extent any such amounts are received after 3:00
p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially reasonable efforts to remit such late
collections or principal prepayments to the Non-Lead Master Servicer within one Business Day of receipt of properly identified
funds but, in any event, the Master Servicer shall remit such amounts within two Business Days of receipt of properly identified
funds;


 


(viii)        each of the Non-Lead Securitization Note Holder, the Note B-1 Holder and the Note B-2 Holder is an intended third-party
beneficiary in respect of the rights afforded it under the Servicing Agreement and each master servicer under a Non-Lead Securitization
Servicing Agreement will be entitled to enforce the rights of the related Trustee with respect to such Non-Lead Securitization
Note under this Agreement and the Servicing Agreement; and


 


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


 


(x)           it shall not be amended in a manner that materially and adversely affects the rights of the Non-Lead Securitization Note
Holder without their consent; and


 






     Sch. 1-2


    


    

 


(xi)          provide that, in connection with (A) any amendment of the Servicing Agreement, a party to such Servicing Agreement is required
to provide a copy of the executed amendment to the depositor under the Non-Lead Securitization Servicing Agreement and one or
more parties to the related Non-Lead Securitization Servicing Agreement (which may be by e-mail), together with a copy of such
amendment in electronic format, no later than the effective date of such amendment, and (B) the termination, resignation and/or
replacement of the Master Servicer or Special Servicer under the Servicing Agreement, the replacement “master servicer”
or replacement “special servicer”, as applicable, is required to provide to the depositor under the Non-Lead Securitization
Servicing Agreement and one or more parties to the related Non-Lead Securitization Servicing Agreement all disclosure about itself
that is required to be included in Form 8-K no later than the date of effectiveness thereof;


 


(xii)         provide that “servicer termination events” (or any analogous term under the Servicing Agreement) include customary
market termination events with respect to failure to make advances, failure to remit payments to the Non-Lead Securitization Note
Holder as required, failure to deliver (or cause to be delivered) materials or information required in order for the Non-Lead
Securitization Note Holder or the depositor under the Non-Lead Securitization Servicing Agreement to timely comply with its obligations
under the Exchange Act, the Securities Act or Form SF-3, and for rating agency triggers with respect to any Certificates, subject
to customary grace periods (provided that, in the case of failures related to the securities laws, such grace periods will not
cause a depositor under the Non-Lead Securitization Servicing Agreement to fail to comply with the applicable provisions of such
securities laws);


 


(xiii)        provide that if the Non-Lead Securitization Note becomes the subject of an “asset review” under the Non-Lead
Securitization Servicing Agreement, the applicable parties to the Servicing Agreement are required to reasonably cooperate with
the related asset representations reviewer or other applicable party to the Non-Lead Securitization Servicing Agreement in connection
with such asset review, including with respect to providing access to related underlying documents to the extent the asset representations
reviewer or such other applicable party to the Non-Lead Securitization Servicing Agreement has not obtained such documents from
the Non-Lead Securitization Note Holder and such documents are in the possession of the applicable party to the Servicing Agreement;
and


 


(xiv)        have provisions materially consistent with those set forth in the Model PSA with respect to:


 


(A)         servicing transfer events that would result in the transfer of the Mortgage Loan to special servicing status;


 


(B)          the authority of the servicers in the UBS 2017-C6 Securitization to grant or agree or consent to material modifications,
waivers and amendments to the Mortgage Loan, or to approve material assignments and assumptions or material additional indebtedness
in connection with the Mortgage Loan;


 


(C)          requirements to obtain an appraisal or appraisal update following a transfer of the Mortgage Loan to special servicing status
and periodic updates thereof; and


 






     Sch. 1-3


    


    

 


(D)         duties of the special servicer in respect of foreclosure and the management of REO property;


 


provided, however, that (1)
this clause (xiv) shall not be construed to prohibit differences in timing, control or consultation triggers or thresholds, terminology,
allocation of ministerial duties between multiple servicers or other service providers or certificate holder or investor voting
or consent thresholds, or to prohibit or restrict additional approval, consent, consultation, notice or rating agency confirmation
requirements; and (2) in the event of any conflict between this sentence and any other provision of this Agreement, such other
provision of the Agreement shall control.


 






     Sch. 1-4