Exhibit 4.9





 


 





CO-LENDER AGREEMENT


Dated as of July 18, 2019


by and between


MUFG UNION BANK, N.A., a national
banking association, d/b/a MUFG Principal

 Commercial Capital

(Initial Note A-1 Holder)


and


MUFG UNION BANK, N.A., a national
banking association, d/b/a MUFG Principal

 Commercial Capital

(Initial Note A-2 Holder)


and


 


 


MUFG UNION BANK, N.A., a national banking
association, d/b/a MUFG Principal

 Commercial Capital


(Initial Note A-3 Holder)


 


 


888 S Figueroa Street Loan



    	 	 	 



     


    

TABLE OF CONTENTS


Page




	Section 1.     Definitions	1
	Section 2.     Servicing of the Mortgage Loan	13
	Section 3.     Priority of Payments	25
	Section 4.     Workout	27
	Section 5.     Administration of the Mortgage Loan	27
	Section 6.     Appointment of Controlling Note Holder Representative and Non-Controlling Note Holder Representatives	33
	Section 7.     Appointment of Special Servicer	34
	Section 8.     Payment Procedure	35
	Section 9.     Limitation on Liability of the Note Holders	36
	Section 10.   Bankruptcy	37
	Section 11.   Representations of the Note Holders	37
	Section 12.   No Creation of a Partnership or Exclusive Purchase Right	38
	Section 13.   Other Business Activities of the Note Holders	38
	Section 14.   Sale of the Notes	38
	Section 15.   Registration of the Notes and Each Note Holder	41
	Section 16.   Governing Law; Waiver of Jury Trial	42
	Section 17.   Submission To Jurisdiction; Waivers	42
	Section 18.   Modifications	43
	Section 19.   Successors and Assigns; Third Party Beneficiaries	43
	Section 20.   Counterparts	43
	Section 21.   Captions	43
	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	45
	Section 27.   Notices	46
	Section 28.   Broker	47
	Section 29.   Certain Matters Affecting the Agent	47
	Section 30.   Reserved	48
	Section 31.   Resignation of Agent	48
	Section 32.   Resizing	48


 



    	 	 	 



     


    




THIS CO-LENDER AGREEMENT
(this “Agreement”) dated as of July 18, 2019 by and between MUFG UNION BANK, N.A., a national
banking association, d/b/a MUFG Principal Commercial Capital (“MPCC”), in its capacity as initial owner
of Note A-1 (together with its successors, the “Initial Note A-1 Holder”) and in its capacity as the
initial agent (together with its successor, the “Initial Agent”), MPCC, in its capacity as initial
owner of Note A-2 (together with its successors, the “Initial Note A-2 Holder”), and MPCC, in
its capacity as initial owner of Note A-3 (together with its successors, the “Initial Note A-3 Holder”
and, together with the Initial Note A-1 Holder and the Initial A-2 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), MPCC as lender (in such capacity, the “Original Lender”)
originated a certain loan (the “Mortgage Loan”) described on the schedule attached hereto as Exhibit
A (the “Mortgage Loan Schedule”) to the mortgage loan borrower described on the Mortgage Loan Schedule
(the “Mortgage Loan Borrower”), which was evidenced by a Secured Promissory Note dated as of June 18,
2019 in the original principal amount of $115,000,000.00 (the “Original Note”) and secured by a first
mortgage (as amended, modified or supplemented, the “Mortgage”) on certain real property located as described
on the Mortgage Loan Schedule (the “Mortgaged Property”);


WHEREAS, MPCC and
the Mortgage Loan Borrower have agreed, pursuant to that certain Note Splitter and Modification Agreement, dated as of July 18,
2019, between the Original Lender and the Mortgage Loan Borrower, to divide the Original Note into three (3) separate pari passu
promissory notes: (i) Promissory Note A-1 in the original principal amount of $75,000,000.00 (as amended, restated, supplemented
or otherwise modified, “Note A-1”); (ii) Promissory Note A-2 in the original principal amount of $20,000,000.00
(as amended, restated, supplemented or otherwise modified, “Note A-2”); and (iii) Promissory Note A-3
in the original principal amount of $20,000,000.00 (as amended, restated, supplemented or otherwise modified, “Note
A-3”); and


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


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


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


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



    	 	 	 



     


    




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


“Agent
Office” shall mean the designated office of the Agent, which office at the date of this Agreement is the office of
the Initial Note A-1 Holder listed on Exhibit B hereto, and which is the address to which notices to and correspondence
with the Agent should be directed. The Agent may change the address of its designated office by notice to the Note Holders.


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


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


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


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


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


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


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


“Certificate
Administrator” shall mean the certificate administrator appointed under the Lead Securitization Servicing Agreement.


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


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


“Commission”
shall have the meaning assigned to such term in Section 2(c)(ix).


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


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



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


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


“Controlling
Note” shall mean Note A-1.


“Controlling
Note Holder” shall mean the holder of the Controlling Note; provided that at any time that the Controlling Note is
included in a Securitization, references to the “Controlling Note Holder” herein shall mean the holders of the majority
of the class of securities issued in such Securitization designated as the “controlling class” or any other party assigned
the rights to exercise the rights of the “Controlling Note Holder” hereunder, as and to the extent provided in the
related Securitization Servicing Agreement, provided, that for so long as 50% or more of the Controlling Note is held by
(or the party assigned the rights to exercise the rights of the “Controlling Note Holder” (as described above) is)
the Mortgage Loan Borrower or an Affiliate thereof, the Controlling Note (and such party assigned the rights to exercise the rights
of the “Controlling Note Holder” as described above) shall not be entitled to exercise any rights of the Controlling
Note Holder, and there shall be deemed to be no Controlling Note Holder hereunder.


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


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


“Deficient
Exchange Act Deliverable” shall mean, with respect to a party under an applicable Securitization Servicing Agreement,
a “Deficient Exchange Act Deliverable” (or analogous term) as defined in such Securitization Servicing Agreement.


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


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


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


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


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



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


“Initial
Note A-1 Holder”, “Initial Note A-2 Holder”, “Initial Note A-3 Holder”
and “Initial Note Holders” shall each have the meaning assigned to such term in the preamble to this
Agreement.


“Initial
Sub-Servicer” shall each have the meaning assigned to such term in the Section 2(c)(xii) of 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, that following any such permitted transaction
affecting the title to the Mortgaged Property, the term “Mortgage Loan Borrower” shall refer to the successor owner
of the Mortgaged Property from time to time as may be permitted pursuant to the Mortgage Loan Documents; provided, further,
that for the purposes of this definition, in the event that more than one entity comprises the Mortgage Loan Borrower, the term
“Mortgage Loan Borrower” shall refer to any such entity.


“Interest
Rate” shall have the meaning assigned to such term (or analogous term) in the Mortgage Loan Agreement.


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


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


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



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“Lead
Securitization” shall mean the Securitization of Note A-1 in a Securitization Trust to be designated by the Initial
Note A-1 Holder.


“Lead
Securitization Note” shall mean any Note included in the Lead Securitization Trust.


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


“Lead
Securitization Servicing Agreement” shall mean either (i) the “pooling and servicing agreement” entered
into in connection with the Lead Securitization, or (ii) on and after the date on which the Mortgage Loan is no longer subject
to the provisions of the “pooling and servicing agreement” entered into in connection with the Lead Securitization,
the “Lead Securitization Servicing Agreement” determined in accordance with the second paragraph of Section 2(a).


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


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


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


“Major
Decision” shall have the meaning given to such term or any analogous term in the Lead Securitization Servicing Agreement.


“Master
Servicer” shall mean the master servicer appointed under the Lead Securitization Servicing Agreement.


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


“Monthly
Payment Date” shall mean the “Monthly Payment Date” (or analogous term) 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.



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“Mortgage
Loan Agreement” shall mean the Loan Agreement, dated as of June 18, 2019, between 888 TOWER, LP, a California limited
partnership, as borrower, and MUFG UNION BANK, N.A., a national banking association, d/b/a MUFG Principal Commercial Capital, as
lender, as the same may be further amended, restated, supplemented or otherwise modified from time to time, subject to the terms
hereof.


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


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


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


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


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


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


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


“Non-Controlling
Note Holder” means any Note Holder that is not the Controlling Note Holder.


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


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


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


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



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


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


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


“Non-Lead
Securitization” shall mean the Securitization of a Non-Lead Securitization Note in a Securitization Trust to be designated
by the related Holder.


“Non-Lead
Securitization Determination Date” shall mean, with respect to a Non-Lead Securitization Note that is included in
a Securitization, the “Determination Date” (or analogous term) as defined in the related Non-Lead Securitization Servicing
Agreement.


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


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


“Non-Lead
Securitization Servicing Agreement” shall mean any “pooling and servicing agreement”, “trust and
servicing agreement” or “servicing agreement” entered into in connection with any Non-Lead Securitization.


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


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


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


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


“Non-Securitizing
Note Holder” shall have the meaning assigned to such term in Section 26(a).


“Note
A-1” shall have the meaning assigned to such term in the recitals.


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



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


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


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


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


“Note
Holders” shall mean collectively, the Note A-1 Holder, the Note A-2 Holder and the Note A-3 Holder.


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


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


“Notes”
shall mean, collectively, Note A-1, Note A-2, and Note A-3, and shall include any New Notes created pursuant to Section 32.


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


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


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


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


“Percentage
Interest” shall mean, with respect to any Note Holder and its related Note, a fraction, expressed as a percentage,
the numerator of which is the Principal Balance of such Note and the denominator of which is the Mortgage Loan Principal Balance.


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


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


“Principal
Balance” shall mean, at any time of determination, (i) with respect to any Note, the initial principal balance thereof
as set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the related Note Holder or reductions
in such amount



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 pursuant to Section 3 or 4, as applicable, and (ii) with respect to the Mortgage Loan, the sum of the Principal
Balances of the Notes.


“Property
Advance” shall mean a “Property Advance” as defined in the Lead Securitization Servicing Agreement.


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


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


(a)       an
entity Controlled by, Controlling or under common Control with, or either of, the Initial Note Holders, or


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


(c)       one
or more of the following:


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


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


(iii)       a
Qualified Trustee in connection with (a) a securitization of, (b) the creation of collateralized debt obligations (“CDO”)
secured by, or (c) a financing through an “owner trust” of, a Note or any interest therein (any of the foregoing, a
“Securitization Vehicle”), provided that (1) one or more classes of securities issued by such
Securitization Vehicle is initially rated at least 



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investment grade by at least two (2) of the Rating Agencies that assigned a
rating to one or more classes of securities issued in connection with a Securitization (it being understood that with respect to
any Rating Agency that assigned such a rating to the securities issued by such Securitization Vehicle, a Rating Agency Confirmation
will not be required in connection with a transfer of such Note or any interest therein to such Securitization Vehicle); (2) in
the case of a Securitization Vehicle that is not a CDO, the special servicer of such Securitization Vehicle has a Required Special
Servicer Rating or is otherwise acceptable to the Rating Agencies rating each Securitization (such entity, an “Approved
Servicer”) and such Approved Servicer is required to service and administer such Note or any interest therein in
accordance with servicing arrangements for the assets held by the Securitization Vehicle which require that such Approved Servicer
act in accordance with a servicing standard notwithstanding any contrary direction or instruction from any other Person; or (3)
in the case of a Securitization Vehicle that is a CDO, the CDO Asset Manager and, if applicable, each Intervening Trust Vehicle
that is not administered and managed by a CDO Asset Manager which is a Qualified Institutional Lender, are each a Qualified Institutional
Lender under clauses (i), (ii), (iv) or (v) of this definition, or


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


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



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(d)       any
entity Controlled by any of the entities described in clause (c)(i), (ii), (iv)(B) or (v) 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, that, at any time during which the Notes are assets of one or more
Securitizations, “Rating Agencies” or “Rating Agency” shall mean only those rating agencies
that are engaged from time to time to rate the securities issued in connection with the Securitizations of the Notes.


“Rating
Agency Confirmation” shall have the meaning given thereto or any analogous term in the Lead Securitization Servicing
Agreement.


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


“Regulation
AB” shall mean Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125,
as such rules may be amended from time to time, and subject to such clarification and interpretation as have been or may hereafter
be from time to time provided by the Commission or by the staff of the Commission, in each case as effective from time to time
as of the compliance dates specified therein.


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


“Required
Special Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”,
(ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special
Servicer, (iii) in the case of Moody’s, (A) such special servicer confirms in writing that it was appointed to act as, and
currently serves as, special servicer on a transaction-level basis on the closing date of a commercial mortgage loan securitization
with respect to which Moody’s rated one or more classes of certificates and one or more of such classes of certificates are
still outstanding and rated by Moody’s, and (B) Moody’s has not cited servicing concerns with respect to such special
servicer as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch
status” in contemplation of a ratings downgrade or withdrawal) 



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of securities rated by Moody’s in any other commercial
mortgage-backed securities transaction serviced by such special servicer prior to the time of determination, (iv) in the case of
Morningstar, such special servicer has a ranking by Morningstar equal to or higher than “MOR CS3” as a special servicer,
provided that if Morningstar has not issued a ranking with respect to such special servicer, such special servicer is acting as
special servicer in a commercial mortgage loan securitization that was rated by a Rating Agency within the twelve (12) month period
prior to the date of determination, and Morningstar has not downgraded or withdrawn the then-current rating on any class of commercial
mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer
as special servicer of such commercial mortgage securities, (v) in the case of KBRA, (a) if acting as special servicer in a commercial
mortgage loan securitization that was rated by KBRA within the twelve (12) month period prior to the date of determination, such
special servicer has not been downgraded or had withdrawn the then current rating on any class of commercial mortgage securities
or had placed any class of commercial mortgage securities on watch citing the continuation of such special servicer, as special
servicer of such commercial mortgage securities, as the sole or a material reason for such downgrade or withdrawal (or placement
on watch) or (b) if not acting as special servicer in a commercial mortgage loan securitization that was rated by KBRA in such
twelve (12) month period, such special servicer receives a Rating Agency Confirmation from such Rating Agency, and (vi) in the
case of DBRS, such special servicer is currently acting as a special servicer in a CMBS transaction rated by DBRS (as to which
CMBS transaction there are outstanding CMBS rated by DBRS) and has not been cited by DBRS as having servicing concerns that are
the sole or a 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 CMBS transaction serviced by such special servicer prior
to the time of determination.


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


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


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


“Securitization”
shall mean 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 Note
or portion thereof 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
Servicing Agreement” shall mean the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing
Agreement.


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



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


“Securitizing
Note Holder” shall have the meaning assigned to such term in Section 26(a).


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


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


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


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


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


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


“Trustee”
shall mean the trustee appointed under the Lead Securitization Servicing Agreement.


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


Section
2.                Servicing
of the Mortgage Loan.


(a)            
Each Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be
serviced from and after the Securitization Date pursuant to the Lead Securitization Servicing Agreement; provided that the
Master Servicer shall not be obligated to advance monthly payments of principal or interest in respect of any Note other than the
Lead Securitization Note(s) if such principal or interest is not paid by the



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 Mortgage Loan Borrower but shall be obligated to advance
delinquent real estate taxes, insurance premiums and other expenses related to the maintenance of the Mortgaged Property and maintenance
and enforcement of the lien of the Mortgage thereon, subject to the terms of the Lead Securitization Servicing Agreement (including
a determination of recoverability thereunder). Each Note Holder acknowledges that each other Note Holder may elect, in its sole
discretion, to include its Note in a Securitization and agrees that it will, subject to Section 26, reasonably cooperate with such
other Note Holder, at such other Note Holder’s expense, to effect such Securitization. Subject to the terms and conditions
of this Agreement, each Note Holder hereby irrevocably and unconditionally consents to the appointment of the Master Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee under the Lead Securitization
Servicing Agreement by the Depositor, and the appointment of the Special Servicer as the initial Special Servicer under the Lead
Securitization Servicing Agreement by the Depositor (subject to replacement by the Controlling Note Holder as provided herein)
and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage
Loan in accordance with the Lead Securitization Servicing Agreement. Each Note Holder hereby appoints the Master Servicer, the
Special Servicer and the Trustee in the Lead Securitization as such Note Holder’s attorney-in-fact to sign any documents
reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Lead Securitization
Servicing Agreement (subject at all times to the rights of the Note Holder set forth herein and in the Lead Securitization Servicing
Agreement). In no event shall the Lead Securitization Servicing Agreement require the Servicer to enforce the rights of any Note
Holder or limit the Servicer in enforcing the rights of one Note Holder against any other Note Holder; however, this statement
shall not be construed to otherwise limit the rights of one Note Holder with respect to any other Note Holder. Each Servicer shall
be required pursuant to the Lead Securitization Servicing Agreement to service the Mortgage Loan in accordance with the Servicing
Standard, the terms of the Mortgage Loan Documents, the Lead Securitization Servicing Agreement and applicable law, and shall not
take any action or refrain from taking any action or follow any direction inconsistent with the foregoing.


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



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Holder that is a qualified
servicer meeting the requirements of the Lead Securitization Servicing Agreement.


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


In addition, each
Non-Lead Securitization Note Holder (including, but not limited to, any related Non-Lead Securitization Trust) shall, promptly
following notice from the Master Servicer or the Special Servicer, pay or reimburse the Lead Securitization for such Non-Lead Securitization
Note Holder’s pro rata share of any Additional Trust Fund Expenses with respect to the Mortgage Loan or the Mortgaged Property,
any other fees, costs or expenses incurred in connection with the servicing and administration of the Mortgage Loan as to which
the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations
Reviewer or the Depositor, as applicable, is entitled to be reimbursed pursuant to the Lead Securitization Servicing Agreement,
and any fees, costs or expenses related to obtaining a Rating Agency Confirmation, in each case to the extent amounts on deposit
in the Loan Combination Custodial Account that are allocated to the related Non-Lead Securitization Note are insufficient for reimbursement
of such amounts (which such payment or reimbursement shall be made, if the related Non-Lead Securitization Note has been included
in a Non-Lead Securitization Trust, from general collections of such Non-Lead Securitization Trust). Each Non-Lead Securitization
Holder agrees to indemnify (i) (as and to the same extent the Lead 



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Securitization Trust is required to indemnify each of the following
parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of Lead Securitization Servicing
Agreement) each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor,
the Asset Representations Reviewer and the Depositor (and any director, officer, employee or agent of any of the foregoing, to
the extent such parties are identified as indemnified parties in the Lead Securitization Servicing Agreement in respect of other
mortgage loans) and (ii) the Lead Securitization Trust (such parties in clause (i) and the Lead Securitization Trust, collectively,
the “Indemnified Parties”) against any claims, losses, penalties, fines, forfeitures, legal fees and
related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with the servicing and administration
of the Mortgage Loan and the Mortgaged Property (or, with respect to the Operating Advisor, incurred in connection with the provision
of services for the Mortgage Loan) under the Lead Securitization Servicing Agreement (collectively, the “Indemnified
Items”) to the extent of its pro rata share of such Indemnified Items, and to the extent amounts on deposit in the
Loan Combination Custodial Account that are allocated to the related Non-Lead Securitization Note are insufficient for reimbursement
of such amounts, such Non-Lead Securitization Note Holder shall be required to, promptly following notice from the Master Servicer,
the Special Servicer or the Trustee, reimburse each of the applicable Indemnified Parties for its pro rata share of the insufficiency
(which such payment or reimbursement shall be made, if the related Non-Lead Securitization Note has been included in a Non-Lead
Securitization Trust, from general collections of such Non-Lead Securitization Trust).


Each Non-Lead Master
Servicer may be required to make P&I Advances on the related Non-Lead Securitization Note, from time to time, subject to the
terms of the related Non-Lead Securitization Servicing Agreement, the Lead Securitization Servicing Agreement and this Agreement.
The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to make their own recoverability determinations
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, Non-Lead Special Servicer and
Non-Lead Trustee under any Non-Lead Securitization Servicing Agreement, as applicable, shall be entitled to make its own recoverability
determination with respect to a P&I Advance to be made on the related Non-Lead Securitization Note based on the information
that it has on hand and in accordance with the related Non-Lead Securitization Servicing Agreement. The Master Servicer and the
Trustee, as applicable, and any Non-Lead Master Servicer or Non-Lead Trustee, as applicable, shall be required to notify each servicer
and trustee with respect to a Securitization of the amount of its P&I Advance within two (2) Business Days of making such advance.
If the Master 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 the related Non-Lead
Securitization Note), determines that a proposed P&I Advance, if made, would be non-recoverable or an outstanding P&I Advance
is or would be non-recoverable, or if the Master Servicer, the Special Servicer or the Trustee, as applicable, subsequently determines
that a proposed Property Advance would be non-recoverable or an outstanding Property Advance is or would be non-recoverable, then
the Master Servicer or the Trustee (as provided in the Lead Securitization Servicing Agreement, in the case of a determination
of non-recoverability by the 



    16 


     


    

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


(c)               
The Lead Securitization Servicing Agreement shall contain provisions to the effect that (and to the extent such following
provisions are not included in the Lead Securitization Servicing Agreement, they shall be deemed incorporated therein and made
a part thereof):


(i)                
any payments received on the Mortgage Loan shall be paid by the Master Servicer to each of the Note Holders (other
than the Non-Lead Securitization Note Holders, to whom remittances shall be made described in clause (viii) below) on the Master
Servicer Remittance Date;


(ii)              
each Non-Lead Securitization Note Holder shall be entitled to receive, and the Master Servicer and the Special Servicer
shall provide access to, any information relating to the Mortgage Loan, the Mortgage Loan Borrower or the Mortgaged Property as
such Non-Lead Securitization Note Holder may reasonably request and would be customarily in the possession of, or collected or
known by, the Master Servicer or the Special Servicer of mortgage loans similar to the Mortgage Loan and, in any event, all information
that is required to be provided to holders of the securities issued by the Lead Securitization Trust but not limited to standard
CREFC® reports and Asset Status Reports, provided that if an interest in the requesting Note Holder or its related Note is
held by a Mortgage Loan Borrower Related Party, then such requesting Note Holder shall not be entitled to receive the Asset Status
Report or any other information relating to the Special Servicer’s workout strategy or any “excluded information”
or analogous term under the Lead Securitization Servicing Agreement;


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


(iv)            
the Lead Securitization Servicing Agreement may not be amended without the consent of each Non-Lead Securitization
Note Holder if such 



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amendment would be materially adverse to such Non-Lead Securitization Note Holder or would materially adversely
affect the Mortgage Loan or such Non-Lead Securitization Note Holder’s rights with respect thereto or would alter any term
that is defined herein by reference to the Lead Securitization Servicing Agreement in a manner that is materially adverse to such
Non-Lead Securitization Note Holder;


(v)              
the Special Servicer selected by the Controlling Note Holder shall be appointed as the Special Servicer for the Mortgage
Loan not later than the earlier of (x) the closing of the Securitization of the Controlling Note or (y) the Mortgage Loan becoming
a Specially Serviced Loan under the Lead Securitization Servicing Agreement; provided, that such Special Servicer has the Required
Special Servicer Rating of, or otherwise be acceptable to, each of the applicable Rating Agencies;


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


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


(viii)        
the Master Servicer shall remit all payments allocated to each Non-Lead Securitization Note Holder pursuant to Section
3, net of the servicing fees payable to the Master Servicer and Special Servicer with respect to the related Non-Lead Securitization
Note, and any other applicable fees and reimbursements payable to the Master Servicer, the Special Servicer and the Trustee, to
such Non-Lead Securitization Note Holder not later than the Master Servicer Remittance Date; provided, that (a) no remittance is
required to be made until two (2) Business Days after receipt of properly identified funds constituting the related monthly payment;
and (b) any late collections received by the Master Servicer after the related due date under the Mortgage Loan shall be remitted
by the Master Servicer in accordance with clause (xv) below;


(ix)            
with respect to each Non-Lead Securitization Note, the Master Servicer agrees to deliver or cause to be delivered
or to make available to the related Note Holder (or, in the case of a Non-Lead Securitization Note held by a Securitization, the
related Non-Lead Master Servicer) all reports required to be



    18 


     


    

 delivered by the Master Servicer to the Certificate Administrator
and the Trustee under the Lead Securitization Servicing Agreement (which shall include all loan-level reports constituting the
CREFC® Investor Reporting Package (IRP)) pursuant to the terms of the Lead Securitization Servicing Agreement, to the extent
related to the Mortgage Loan, the Mortgaged Property, such Non-Lead Securitization Note, the Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee, not later than the earlier of (x) the Master Servicer Remittance Date and (y) the
Business Day following the Non-Lead Securitization Determination Date (if any), in each case so long as the date on which delivery
is required under this clause (ix) is at least one (1) Business Day after the Monthly Payment Date;


(x)              
the Master Servicer or the Special Servicer, as applicable, shall provide (in electronic media) to each Non-Lead
Securitization Note Holder all documents, certificates, instruments, notices, reports, operating statements, rent rolls and other
information regarding the Mortgage Loan provided by it to any other party to the Lead Securitization Servicing Agreement at the
time provided to such other party;


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


(xii)          
each Non-Lead Securitization Note Holder shall be entitled to the same indemnity as the Lead Securitization Note
Holder under the Lead Securitization Servicing Agreement; each of the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor and the related custodian shall be required to (and shall require any servicing function participant
or additional servicer engaged by it to) indemnify each person certifying as to Exchange Act matters on behalf of the Depositor
or Non-Lead Depositor, the Depositor, each Non-Lead Depositor and their respective directors and officers and controlling persons,
to the same extent that they indemnify the Depositor (as depositor in respect of the Lead Securitization) and each certifying person
with respect to the Depositor for (A) its failure to deliver the items in clause (xiii) below in a timely manner, (B) its failure
to perform its obligations to the Non-Lead Depositor or the related Non-Lead Trustee under Article XI (or any article substantially
similar thereto) of the Lead Securitization Servicing Agreement by



    19 


     


    

 the time required after giving effect to any applicable grace
period or cure period, (C) the failure of any servicing function participant or additional servicer retained by it (other than
an initial sub-servicer retained by it at the direction of a mortgage loan seller (an “Initial Sub-Servicer”))
to perform its obligations to such depositor or trustee under such Article XI (or any article substantially similar thereto) of
the Lead Securitization Servicing Agreement by the time required and/or (iv) any Deficient Exchange Act Deliverable regarding,
and delivered by or on behalf of, such party;


(xiii)        
with respect to each Non-Lead Securitization that is subject to reporting requirements under the Securities Act,
the Exchange Act (including Rule 15Ga-1) and Regulation AB, (a) the Master Servicer, any primary servicer, the Special Servicer,
the Trustee, the Certificate Administrator and any party acting as custodian for the Lead Securitization shall be required to deliver
(and shall be required to cause each other servicer and servicing function participant (within the meaning of Items 1123 and 1122,
respectively, of Regulation AB) retained or engaged by it to deliver; provided that such party shall only be required to use commercially
reasonable efforts to cause an Initial Sub-Servicer to deliver), in a timely manner (i) the reports, certifications, compliance
statements, accountants’ assessments and attestations, and information to be included in reports (including, without limitation,
Form ABS-15G, Form 10-K, Form 10-D and Form 8-K), and (ii) upon request, any other materials specified in the Non-Lead Securitization
Servicing Agreement, in the case of sub-clauses (i) and (ii), as the Non-Lead Depositor or the Non-Lead Trustee reasonably believes,
in good faith, are required in order for the Non-Lead Depositor or the Non-Lead Trustee to comply with (1) its obligations under
the Securities Act, the Exchange Act (including Rule 15Ga-1), Regulation AB and Form SF-3 and (2) any applicable comment letter
from the Commission or its obligations with respect to any Deficient Exchange Act Deliverable, (b) without limiting the generality
of the foregoing (x) the Depositor or the Lead Securitization Note Holder shall provide or cause to be provided to the Non-Lead
Depositor (and to counsel to the Non-Lead Depositor) and the Non-Lead Trustee (1) written notice (which may be by email) in a timely
manner (but no later than three (3) Business Days prior to closing) of the occurrence of the Lead Securitization, and (2) no later
than the closing date of the Lead Securitization, a copy of the Lead Securitization Servicing Agreement in an EDGAR-compatible
format, and (y) the Master Servicer and Special Servicer (or any replacement Master Servicer or Special Servicer, as applicable)
shall, upon reasonable prior written request, and subject to the right of the Master Servicer or the Special Servicer, as the case
may be, to review and approve such disclosure materials, permit a holder of the Non-Lead Securitization Note to use such party’s
description contained in the Lead Securitization prospectus (updated as appropriate by the Master Servicer or Special Servicer,
as applicable, at the cost of the Non-Lead Sponsor) or contained in a Lead Securitization Form 8-K), for inclusion in the disclosure
materials or a Form 8-K relating to any securitization of the Non-Lead Securitization Note, and (z) the Master Servicer and the
Special Servicer (or any replacement Master Servicer or Special Servicer, as applicable), shall provide indemnification agreements,
opinions and Regulation AB compliance letters as were or are being delivered with respect to the Lead Securitization (in each case,
at the cost of the sponsor or mortgage loan seller of the related Non-Lead Securitization Note), and (c) in connection with any
amendment of the Lead Securitization Servicing



    20 


     


    

 Agreement, the Depositor shall provide written notice (which may be by email) of
such proposed amendment to the Non-Lead Depositor and the Non-Lead Trustee no later than three (3) Business Days prior to the date
of effectiveness of such amendment, and, on the date of effectiveness of such amendment to the Lead Securitization Servicing Agreement,
provide a copy of such amendment in an EDGAR-compatible format to the Non-Lead Depositor and the Non-Lead Trustee. The Master Servicer
and the Special Servicer shall each be required to provide certification and indemnification to any person certifying as to Exchange
Act matters with respect to any applicable Sarbanes-Oxley Certification with respect to a Non-Lead Securitization;


(xiv)        
each of the Master Servicer, the Special Servicer, the Lead Securitization custodian and the Trustee and each applicable
reporting party under the Lead Securitization Servicing Agreement shall cooperate (and require each servicing function participant
and additional servicer retained by it to cooperate under the applicable sub-servicing agreement), with each Non-Lead Depositor
(including, without limitation, providing all due diligence information, reports, written responses, negotiations and coordination)
to the same extent as such party is required to cooperate with the Depositor under Article XI (or any article substantially similar
thereto) of the Lead Securitization Servicing Agreement and in connection with Deficient Exchange Act Deliverables. All respective
reasonable out-of-pocket costs and expenses incurred by the Non-Lead Depositor (including reasonable legal fees and expenses of
outside counsel to such depositor) in connection with the foregoing (other than those costs and expenses related to participation
by a Non-Lead Depositor in any telephone conferences and meetings with the Commission and other costs the Non-Lead Depositor must
bear pursuant to Article XI (or any article substantially similar thereto) of the Lead Securitization Servicing Agreement) and
any amendments to any reports filed with the Commission therewith shall be promptly paid by the applicable reporting party that
delivered the Deficient Exchange Act Deliverable upon receipt of an itemized invoice from such Non-Lead Depositor;


(xv)          
any late collections received by the Master Servicer from the Mortgage Loan Borrower that are allocable to a Non-Lead
Securitization Note or reimbursable to the related Non-Lead Master Servicer or Non-Lead Trustee shall be remitted by the Master
Servicer to the Non-Lead Master Servicer or the Non-Lead Securitization Note Holder, as applicable, within two (2) Business Days
of receipt of properly identified funds; provided, that in the event the Master Servicer is in receipt of properly identified funds
that are not available to the Master Servicer, the Master Servicer may instead remit such amounts on the same Business Day that
such properly identified funds become available to the Master Servicer;


(xvi)        
each Non-Lead Master Servicer and each Non-Lead Special Servicer shall each be a third-party beneficiary of the Lead
Securitization Servicing Agreement with respect to all provisions therein expressly relating to



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 compensation, reimbursement or
indemnification of such Non-Lead Master Servicer or such Non-Lead Special Servicer, as the case may be, and the provisions regarding
coordination of advances;


(xvii)      
to the extent related to the Mortgage Loan, the Master Servicer or the Special Servicer, Rating Agency Confirmation
shall be provided with respect to the commercial mortgage pass-through certificates issued in connection with each Non-Lead Securitization
to the same extent provided with respect to the commercial mortgage pass-through certificates issued in connection with the Lead
Securitization;


(xviii)    
Servicer Termination Events with respect to the Master Servicer and the Special Servicer shall include: (i) solely
with respect to the Master Servicer, the failure to timely remit payments to a Non-Lead Securitization Note Holder, which failure
continues unremedied for one (1) Business Day following the date on which such payment was to be made; (ii) solely with respect
to the Special Servicer, the failure to deposit into any REO account any amount required to be so deposited within two (2) Business
Days after the date such deposit was to be made, or the failure to remit to the Master Servicer for deposit into the related collection
account or the related companion loan distribution account, as applicable, any amount required to be so remitted by the Special
Servicer within one (1) Business Day after the date such remittance was to be made; (iii) solely with respect to the Special Servicer,
the failure to maintain the Required Special Servicer Rating or to be otherwise acceptable to each Rating Agency rating a Securitization,
which failure continues unremedied for a period of sixty (60) days following actual knowledge thereof by the Special Servicer;
(iv) the qualification, downgrade or withdrawal, or placing on “watch status” in contemplation of a rating downgrade
or withdrawal of the ratings of any class of certificates issued in connection with the Non-Lead Securitization by the Rating Agencies
rating such securities (and such qualification, downgrade, withdrawal or “watch status” placement shall not have been
withdrawn by such rating agencies within sixty (60) days of actual knowledge of such event by the Master Servicer or the Special
Servicer, as the case may be), and publicly citing servicing concerns with the Master Servicer or Special Servicer, as applicable,
as the sole or a material factor in such rating action; and (v) the failure to provide to a Non-Lead Securitization Note Holder
(if and to the extent required under the related Non-Lead Securitization) reports required under the Exchange Act, and the rules
and regulations thereunder, in a timely fashion. Upon the occurrence of such a Servicer Termination Event (A) with respect to the
Master Servicer affecting any Non-Lead Noteholder and the Master Servicer is not otherwise terminated pursuant to the Lead Securitization
Servicing Agreement, the Trustee shall, upon the direction of such Non-Lead Noteholder, appoint a sub-servicer solely with respect
to the Mortgage Loan (or if the Mortgage Loan is currently being sub-serviced, to replace the current sub-servicer, but only if
such original sub-servicer is in default under the related sub-servicing agreement); and (B) the appointment



    22 


     


    

 (or replacement) of
a sub-servicer with respect to the Mortgage Loan, as contemplated in clause (A) above, will in any event be subject to written
confirmation from each Rating Agency that such appointment would not, in and of itself, cause a downgrade, qualification or withdrawal
of the then-current ratings assigned to the securities issued in connection with any Securitization. Upon the occurrence of a Servicer
Termination Event with respect to the Special Servicer affecting a Non-Lead Securitization Note Holder and the Special Servicer
is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Trustee shall, upon direction of such
Non-Lead Securitization Note Holder, terminate the Special Servicer with respect to, but only with respect to, the Mortgage Loan;


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


(xx)          
if a Non-Lead Securitization Note becomes the subject of an Asset Review pursuant to the related Non-Lead Securitization
Servicing Agreement, the Master Servicer, the Special Servicer, the Trustee and the custodian under the Lead Securitization shall
reasonably cooperate with the Non-Lead Asset Representations Reviewer in connection with such Asset Review by providing the Non-Lead
Asset Representations Reviewer with any documents reasonably requested by the Non-Lead Asset Representations Reviewer, but only
to the extent (x) such documents are in the possession of the Master Servicer, the Special Servicer, the Trustee or such custodian,
as the case may be, and (y) the Non-Lead Asset Representations Reviewer has not been able to obtain such documents from the related
mortgage loan seller; and


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


(d)              
Each Non-Lead Securitization Note Holder agrees that it shall cause the applicable Non-Lead Securitization Servicing
Agreement to contain the following provisions (and to the extent such provisions are not included in such Non-Lead Securitization
Servicing



    23 


     


    

 Agreement, each party to such Non-Lead Securitization Servicing Agreement shall be bound by the following provisions,
which shall be deemed incorporated in such agreement and made a part thereof):


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


(ii)              
each of the Indemnified Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is
required to indemnify each of such Indemnified Parties in respect of other mortgage loans in the Lead Securitization Trust pursuant
to the terms of the Lead Securitization Servicing Agreement and, in the case of the Lead Securitization Trust, to the extent of
any Additional Trust Fund Expenses with respect to the Mortgage Loan) by the related Non-Lead Securitization Trust, against any
of the Indemnified Items to the extent of its pro rata share of such Indemnified Items, and to the extent amounts on deposit in
the Loan Combination Custodial Account that are allocated to the related Non-Lead



    24 


     


    

 Securitization Note are insufficient for reimbursement
of such amounts, the related Non-Lead Master Servicer will be required to reimburse each of the applicable Indemnified Parties
for the related Non-Lead Securitization Note’s pro rata share of the insufficiency out of general funds in the collection
account (or equivalent account) established under the related Non-Lead Securitization Servicing Agreement;


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


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


(e)               
The Lead Securitization Note Holder shall:


(i)                
give each other Note Holder notice of the Securitization of the Lead Securitization Note(s) in writing (which may
be by email) not less than three (3) Business Days prior to the applicable pricing date for the Lead Securitization, together with
contact information for each of the parties to the Lead Securitization Servicing Agreement;


(ii)              
on the closing date of the Lead Securitization, send a copy (in EDGAR-compatible format) of the Lead Securitization
Servicing Agreement to each other Note Holder; and


(iii)            
give each other Note Holder written notice in a timely manner (but no later than one (1) Business Day prior to the
applicable filing date) of any filing with the Commission subsequent to the Securitization Date relating to the Lead Securitization
Servicing Agreement.


Section
3.                Priority
of Payments. Each Note shall be of equal priority, and no portion
of any Note shall have priority or preference over any portion of any other Note or security therefor.



    25 


     


    

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


For clarification
purposes, Penalty Charges paid on each Note shall first, be used to reduce, on a pro rata basis, the amounts payable on
each Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any
Property Advances and reimbursement of any Property Advances in accordance with the terms of the Lead Securitization Servicing
Agreement, second, be used to reduce the respective amounts payable on each Note by the amount necessary to pay the Master
Servicer, Trustee, any Non-Lead Master Servicer or any Non-Lead Trustee, as applicable, for any interest accrued on any P&I
Advance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or applicable
Non-Lead Securitization Servicing Agreement, as applicable), third, be used to reduce, on a pro rata basis, the amounts
payable on each Note by the amount necessary to pay Additional Trust Fund Expenses (other than Special Servicing Fees, unpaid Workout
Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Lead Securitization Servicing Agreement)
and finally, (i) in the case of the remaining amount of Penalty Charges allocable to the Lead Securitization Note(s), be
paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead Securitization
Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable to a Non-Lead Securitization Note,
be paid, (x) prior to the securitization of such Note, to the related Non-Lead Securitization Note Holder and (y)



    26 


     


    

 following the
securitization of such Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided
in the Lead Securitization Servicing Agreement.


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


Section
5.                Administration
of the Mortgage Loan.


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



    27 


     


    




Each Non-Lead Securitization
Note Holder hereby acknowledges the right and obligation of the Lead Securitization Note Holder (or the Special Servicer acting
on behalf of the Lead Securitization Note Holder), upon the Mortgage Loan becoming a Defaulted Mortgage Loan, to sell the Notes
together as notes evidencing one whole loan in accordance with the terms of the Lead Securitization Servicing Agreement. In connection
with any such sale, the Special Servicer shall sell the Notes together in such manner as will be reasonably likely to realize a
fair price. Subject to the other provisions of this paragraph and the two following paragraphs and the applicable provisions of
the Lead Securitization Servicing Agreement, the Special Servicer shall accept the first (and, if multiple bids are contemporaneously
received, the highest) cash offer received from any Person that constitutes a fair price for such Defaulted Mortgage Loan. The
Special Servicer shall notify the Controlling Note Holder Representative and each Non-Controlling Note Holder Representative of
any inquiries or offers received regarding the sale of such Defaulted Mortgage Loan.


Whether any cash bid
constitutes a fair price for the Mortgage Loan shall be determined by the Special Servicer, if the highest bidder is a Person other
than an Interested Person, and by the Trustee, if the highest bidder is an Interested Person (provided that the Trustee may not
be a bidder) unless (i) the bid is equal to or greater than the applicable Purchase Price, (ii) the bid is the highest bid received
and (iii) at least two other bids are received from independent third parties; provided, that no bid from an Interested
Person shall constitute a fair price unless (i) it is the highest bid received and (ii) at least two other bids are received from
independent third parties. In all cases under this Agreement (except to the extent the Trustee is not required to determine whether
any cash bid constitutes a fair price for the Mortgage Loan pursuant to the immediately preceding sentence), in determining whether
any offer received from an Interested Person represents a fair price for the Mortgage Loan, the Trustee shall be supplied with
and shall rely on the most recent Appraisal or updated Appraisal conducted in accordance with the Lead Securitization Servicing
Agreement within the preceding 9-month period or, in the absence of any such Appraisal, on a new Appraisal. The appraiser conducting
any such new Appraisal shall be an Appraiser selected by (i) the Special Servicer if no Interested Person is bidding with respect
to the Mortgage Loan and (ii) the Trustee if an Interested Person is so bidding. The cost of any such Appraisal shall be covered
by, and shall be reimbursable as, a Property Advance. In determining whether any such offer from a Person other than an Interested
Person constitutes a fair price for the Mortgage Loan, the Special Servicer shall take into account (in addition to the results
of any Appraisal, updated Appraisal or narrative Appraisal that it may have obtained pursuant to the Lead Securitization Servicing
Agreement within the prior 9 months), and in determining whether any offer from an Interested Person constitutes a fair price for
the Mortgage Loan, any Appraiser shall be instructed to take into account, as applicable, among other factors, the period and amount
of any delinquency on the Mortgage Loan, the occupancy level and physical condition of the related Mortgaged Property and the state
of the local economy. The Purchase Price for the Mortgage Loan shall in all cases be deemed a fair price; provided, that
with respect to Interested Parties, the requirements of the first sentence of this paragraph must be satisfied. Notwithstanding
anything contained in this paragraph to the contrary, if the Trustee is required to determine whether a cash offer by an Interested
Person constitutes a fair price, the Trustee may (at its option and at the expense of the Interested Person) designate an independent
third party expert in real estate or commercial mortgage loan matters



    28 


     


    

 with at least 5 years’ experience in valuing or investing
in loans similar to the Mortgage Loan that has been selected with reasonable care by the Trustee to determine if such cash offer
constitutes a fair price for the Mortgage Loan. If the Trustee designates such a third party to make such determination, the Trustee
will be entitled to rely conclusively upon such third party’s determination. The reasonable costs of all appraisals, inspection
reports and broker opinions of value incurred by any such third party pursuant to this paragraph will be covered by, and will be
reimbursable by the Interested Person; provided that the Trustee will not engage a third party expert whose fees exceed
a commercially reasonable amount as determined by the Trustee.


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


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


The authority of the
Lead Securitization Note Holder to sell any Non-Lead Securitization Note, and the obligations of any Non-Lead Securitization Note
Holder to execute



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


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


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



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provision is otherwise made therein, in each case subject to the terms and conditions of the Lead Securitization
Servicing Agreement.


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



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


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


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


(f)               
The Master Servicer shall remit all payments received with respect to each Non-Lead Securitization Note, net of the
servicing fees payable to the Master Servicer and Special Servicer with respect to such Non-Lead Securitization Note, and any other
applicable fees and reimbursements payable to the Master Servicer, the Special Servicer and the Trustee, to the related Non-Lead
Securitization Note Holder by the earlier of (x) the Master Servicer Remittance Date (as defined in the Lead Securitization Servicing
Agreement) and (y) the Business Day following the related Non-Lead Securitization Determination Date.



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


(a)               
The Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise
of its rights and obligations with respect to the Mortgage Loan (the “Controlling Note Holder Representative”).
The Controlling Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace
the Controlling Note Holder Representative. When exercising its various rights under Section 5 and elsewhere in this Agreement,
the Controlling Note Holder may, at its option, in each case, act through the Controlling Note Holder Representative. The Controlling
Note Holder Representative may be any Person (other than the Mortgage Loan Borrower, any manager of a Mortgaged Property or any
principal or Affiliate of the foregoing), including, without limitation, the Controlling Note Holder, any officer or employee of
the Controlling Note Holder, any affiliate of the Controlling Note Holder or any other unrelated third party. No such Controlling
Note Holder Representative shall owe any fiduciary duty or other duty to any other Person (other than the Controlling Note Holder).
All actions that are permitted to be taken by the Controlling Note Holder under this Agreement may be taken by the Controlling
Note Holder Representative acting on behalf of the Controlling Note Holder. Any Servicer acting on behalf of the Lead Securitization
Note Holder shall not be required to recognize any Person as a Controlling Note Holder Representative until the Controlling Note
Holder has notified the Servicer or Trustee of such appointment and, if the Controlling Note Holder Representative is not the same
Person as the Controlling Note Holder, the Controlling Note Holder Representative provides any Servicer or Trustee with written
confirmation of its acceptance of such appointment, an address and facsimile number for the delivery of notices and other correspondence
and a list of officers or employees of such person with whom the parties to this Agreement may deal (including their names, titles,
work addresses and facsimile numbers). The Controlling Note Holder shall promptly deliver such information to any Servicer. None
of the Servicers, Operating Advisor and Trustee shall be required to recognize any person as a Controlling Note Holder Representative
until they receive such information from the Controlling Note Holder. The Controlling Note Holder agrees to inform each such Servicer
or Trustee of the then-current Controlling Note Holder Representative.


(b)              
Neither the Controlling Note Holder Representative nor the Controlling Note Holder will have any liability to any
other Note Holder or any other Person for any action taken, or for refraining from the taking of any action or the giving of any
consent or the failure to give any consent pursuant to this Agreement or the Lead Securitization Servicing Agreement, or errors
in judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence.
The Note Holders agree that the Controlling Note Holder Representative and the Controlling Note Holder (whether acting in place
of the Controlling Note Holder Representative when no Controlling Note Holder Representative shall have been appointed hereunder
or otherwise exercising any right, power or privilege granted to the Controlling Note Holder hereunder) may take or refrain from
taking actions, or give or refrain from giving consents, that favor the interests of one Note Holder over any other Note Holder,
and that the Controlling Note Holder Representative and the Controlling Note Holder may have special relationships and interests
that conflict with the interests of another Note



    33 


     


    

 Holder and, absent willful misfeasance, bad faith or gross negligence on the part
of the Controlling Note Holder Representative or the Controlling Note Holder, as the case may be, agree to take no action against
the Controlling Note Holder Representative, the Controlling Note Holder or any of their respective officers, directors, employees,
principals or agents as a result of such special relationships or interests, and that neither the Controlling Note Holder Representative
nor the Controlling Note Holder will be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged
in willful misfeasance or to have recklessly disregarded any exercise of its rights by reason of its having acted or refrained
from acting, or having given any consent or having failed to give any consent, solely in the interests of any Note Holder.


(c)               
Each Non-Controlling Note Holder shall have the right at any time to appoint a representative in connection with
the exercise of its rights and obligations with respect to the Mortgage Loan (the “Non-Controlling Note Holder Representative”).
All of the provisions relating to the Controlling Note Holder and the Controlling Note Holder Representative set forth in Section 6(a)
(except those contained in the last sentence thereof) and Section 6(b) shall apply to such Non-Controlling Note Holder and its
respective Non-Controlling Note Holder Representative mutatis mutandis. As of the date of this Agreement and until the Lead
Securitization Note Holder (and the Master Servicer and the Special Servicer) is notified otherwise, the Non-Controlling Note Holder
Representative with respect to any Non-Controlling Note shall be the related Initial Note Holder thereof; provided that
at any time such Note is included in a Securitization, references to a “Non-Controlling Note Holder” herein shall mean
the Non-Lead Securitization Subordinate Class Representative or any other party assigned the rights to exercise the rights of such
“Non-Controlling Note Holder” hereunder, as and to the extent provided in the related Non-Lead Securitization Servicing
Agreement and as to the identity of which the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer)
has been given written notice.


Section
7.                Appointment
of Special Servicer. The Controlling Note Holder (or its Controlling
Note Holder Representative) shall have the right at any time and from time to time, with or without cause, to replace the Special
Servicer then acting with respect to the Mortgage Loan and appoint a replacement Special Servicer in lieu thereof. Any designation
by the Controlling Note Holder (or its Controlling Note Holder Representative) of a Person to serve as Special Servicer shall
be made by delivering to each other Note Holder, the Master Servicer, the then existing Special Servicer and other parties to
the Lead 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



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 serve as the initial Special Servicer
but this shall not limit the right of the Controlling Note Holder (or its Controlling Note Holder Representative) to designate
a replacement Special Servicer for the Mortgage Loan as aforesaid. If a Servicer Termination Event on the part of the Special
Servicer has occurred that affects any Non-Controlling Note Holder, such Non-Controlling Note Holder shall have the right to direct
the Trustee (or at any time that the Mortgage Loan is no longer included in a Securitization Trust, the Controlling Note Holder)
to terminate the Special Servicer under the Lead Securitization Servicing Agreement (or at any time that the Mortgage Loan is
no longer subject to the provisions of the Lead Securitization Servicing Agreement, the successor servicing agreement pursuant
to which the Mortgage Loan is being serviced) solely with respect to the Mortgage Loan pursuant to and in accordance with the
terms of the Lead Securitization Servicing Agreement (or at any time that the Mortgage Loan is no longer subject to the provisions
of the Lead Securitization Servicing Agreement, the successor servicing agreement pursuant to which the Mortgage Loan is being
serviced). The Controlling Note Holder and each Non-Controlling Note Holder acknowledge and agree that any successor special servicer
appointed to replace the Special Servicer with respect to the Mortgage Loan that was terminated for cause at a Non-Controlling
Note Holder’s direction cannot at any time be the person (or an Affiliate thereof) that was so terminated without the prior
written consent of such Non-Controlling Note Holder. Each Non-Controlling Note Holder shall be solely responsible for reimbursing
the Trustee’s or the Controlling Note Holder’s, as applicable, costs and expenses, if not paid within a reasonable
time by the terminated special servicer and, in the case of the Trustee, that would otherwise be reimbursed to the Trustee from
amounts on deposit in the Collection Account.


Section
8.                Payment
Procedure.


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


(b)              
If the Lead Securitization Note Holder determines, or a court of competent jurisdiction orders, at any time that
any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference
or similar law, be returned to the Mortgage Loan Borrower or paid to the Lead Securitization Note Holder or any Servicer or paid
to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization Note Holder shall not
be required to distribute any portion thereof to any Non-Lead Securitization Note Holder, and each Non-Lead Securitization Note



    35 


     


    


Holder shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note Holder any portion
thereof that the Lead Securitization Note Holder shall have theretofore distributed to such Non-Lead Securitization Note Holder,
together with interest thereon at such rate, if any, as the Lead Securitization Note Holder shall have been required to pay to
any Mortgage Loan Borrower, Master Servicer, Special Servicer or such other Person with respect thereto.


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


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


Section
9.                Limitation
on Liability of the Note Holders. Each Note Holder shall have
no liability to any other Note Holder with respect to its Note except with respect to losses actually suffered due to the gross
negligence, willful misconduct or breach of this Agreement on the part of such Note Holder; provided, that, notwithstanding any
of the foregoing to the contrary, each Servicer will nevertheless be subject to the obligations and standards (including the Servicing
Standard) set forth in the related Securitization Servicing Agreement.


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, that each Servicer must act in accordance with
the Servicing Standard.



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



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


Section
12.            No
Creation of a Partnership or Exclusive Purchase Right. Nothing
contained in this Agreement, and no action taken pursuant hereto shall be deemed to constitute the relationship created hereby
between the Note Holders as a partnership, association, joint venture or other entity. No Note Holder shall have any obligation
whatsoever to offer to 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 each other Note Holder or its Affiliates may make loans or otherwise extend credit to, and generally engage in any kind of
business with, the Mortgage Loan Borrower or any Affiliate thereof, any entity that is a holder of debt secured by direct or indirect
ownership interests in the Mortgage Loan Borrower or any entity that is a holder of a preferred equity interest in the Mortgage
Loan Borrower (each, a “Mortgage Loan Borrower Related Party”), and receive payments on such other loans
or extensions of credit to Mortgage Loan Borrower Related Parties and otherwise act with respect thereto freely and without accountability
in the same manner as if this Agreement and the transactions contemplated hereby were not in effect.


Section
14.            Sale
of the Notes.


(a)            Each
Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise
dispose of all or any portion of its respective Note (a “Transfer”) except to a Qualified Institutional
Lender. Promptly after the Transfer, the non-transferring Note Holder shall be provided with (x) a representation from a transferee
or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer
in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in
Section 15 (unless in either such case the transferee is a Securitization Trust and the related pooling and servicing agreement
requires the parties thereto to comply with this Agreement). If a Note Holder intends to Transfer its respective Note, or any
portion thereof, to an entity that is not a Qualified Institutional Lender, it must first obtain the consent of the non-transferring
Note Holder and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, a confirmation in writing
from each Rating Agency that such Transfer will not result in a qualification, downgrade or withdrawal of its then



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 current
rating of the securities issued pursuant to the related Securitization. Notwithstanding the foregoing, without the non-transferring
Note Holder’s prior consent (which may not be unreasonably withheld), and, if such non-transferring Note Holder’s Note
is held in a Securitization Trust, without a confirmation in writing from each Rating Agency that such Transfer will not result
in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the related Securitization,
no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to the Mortgage Loan Borrower
or a Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in the
purported transferee. The transferring Note Holder agrees that it shall pay the expenses of 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 beneficial interest in a 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 Defaulted Mortgage Loan, to a single member limited liability
or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member
limited liability companies or limited partnerships, by the Lead Securitization Trust.


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


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


(c)               
Notwithstanding any other provision hereof, any Note Holder may pledge (a “Pledge”) its
Note to any entity (other than the Mortgage Loan Borrower or any Affiliate 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



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 conditions set forth in this Section 14(c), it being further agreed that a financing provided by a Note Pledgee to a Note Holder
or any person which Controls such Note that is secured by its Note and is structured as a repurchase arrangement, shall qualify
as a “Pledge” hereunder, provided that a Note Pledgee which is not a Qualified Institutional Lender may not
take title to the pledged Note without a Rating Agency Confirmation. Upon written notice by the applicable Note Holder to each
other Note Holder and any Servicer that a Pledge has been effected (including the name and address of the applicable Note Pledgee),
each other Note Holder agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give such Note Pledgee written
notice of any default by the pledging Note Holder in respect of its obligations under this Agreement of which default such Note
Holder has actual knowledge; (ii) to allow such Note Pledgee a period of ten (10) days to cure a default by the pledging Note Holder
in respect of its obligations to each other Note Holder hereunder, but such Note Pledgee shall not be obligated to cure any such
default; (iii) that no amendment, modification, waiver or termination of this Agreement shall be effective against such Note Pledgee
without the written consent of such Note Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed; (iv)
that such other Note Holder shall give to such Note Pledgee copies of any notice of default under this Agreement simultaneously
with the giving of same to the pledging Note Holder; (v) that such other Note Holder shall deliver to Note Pledgee such estoppel
certificate(s) as Note Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably
satisfactory to such other Note Holder; and (vi) that, upon written notice (a “Redirection Notice”) to
each other Note Holder and any Servicer by such Note Pledgee that the pledging Note Holder is in default, beyond any applicable
cure periods, under the pledging Note Holder’s obligations to such Note Pledgee pursuant to the applicable credit agreement
between the pledging Note Holder and such Note Pledgee (which notice need not be joined in or confirmed by the pledging Note Holder),
and until such Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee shall be entitled to receive any
payments that any Note Holder or Servicer would otherwise be obligated to pay to the pledging Note Holder from time to time pursuant
to this Agreement or the Lead Securitization Servicing Agreement. Any pledging Note Holder hereby unconditionally and absolutely
releases each other Note Holder and any Servicer from any liability to the pledging Note Holder on account of such other Note Holder’s
or Servicer’s compliance with any Redirection Notice believed by any Servicer or such other Note Holder to have been delivered
by a Note Pledgee. Note Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Note Holder to
such Note Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and
this Agreement. In such event, the Note Holders and any Servicer shall recognize such Note Pledgee (and any transferee other than
the Mortgage Loan Borrower or any Affiliate thereof which is also a Qualified Institutional Lender at any foreclosure or similar
sale held by such Note Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, as the successor to the
pledging Note Holder’s rights, remedies and obligations under this Agreement, and any such Note Pledgee or Qualified Institutional
Lender shall assume in writing the obligations of the pledging Note Holder hereunder accruing from and after such Transfer (i.e.,
realization upon the collateral by such Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The
rights of a Note Pledgee under this Section 14(c) shall remain effective as to any Note Holder (and any Servicer) unless and until
such Note Pledgee shall have notified any



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 such Note Holder (and any Servicer, as applicable) in writing that its interest in the
pledged Note has terminated.


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


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


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


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


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


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


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



    41 


     


    

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 each other Note Holder against any liability that may result if the transfer is not made
in accordance with the provisions of this Agreement.


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


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


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


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



    42 


     


    




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


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


Section
18.            Modifications.
This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by each Note Holder. Additionally,
for as long as any Note is contained in a Securitization Trust, the Note Holders shall not amend or modify this Agreement without
first receiving a written confirmation from each Rating Agency that such amendment or modification will not result in a qualification,
withdrawal or downgrade of its then current ratings of the securities issued in connection with a Securitization; provided that
no such confirmation from the Rating Agencies shall be required in connection with a modification (i) to cure any ambiguity, to
correct or supplement any provisions herein that may be defective or inconsistent with any other provisions herein or with the
Lead Securitization Servicing Agreement, or (ii) to make other provisions with respect to matters or questions arising under this
Agreement, which shall not be inconsistent with the provisions of this Agreement (including, without limitation, in connection
with the creation of New Notes pursuant to Section 32).


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


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.



    43 


     


    




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


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


(c)               
Each Non-Lead Securitization Note Holder represents to the Lead Securitization Note Holder (for the benefit of the
Mortgage Loan Borrower) that it is not a Non-Exempt Person and that neither the Lead Securitization Note Holder nor the Mortgage
Loan Borrower is obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise
pursuant to this Agreement. Contemporaneously with the execution of this Agreement and from time to time as necessary during the
term of this 



    44 


     


    

Agreement, each Non-Lead Securitization Note Holder shall deliver to the Lead Securitization Note Holder or Servicer,
as applicable, evidence satisfactory to the Lead Securitization Note Holder substantiating that such Note Holder is not a Non-Exempt
Person and that the Lead Securitization Note Holder is not obligated under applicable law to withhold Taxes on sums paid to it
with respect to the Mortgage Loan or otherwise under this Agreement. Without limiting the effect of the foregoing, (i) if a 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 any Non-Lead Securitization Note or otherwise until such Non-Lead Securitization Note Holder shall have furnished to the Lead
Securitization Note Holder requested forms, certificates, statements or documents.


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


Section
26.            Cooperation
in Securitization.


(a)               
Each Note Holder acknowledges that any Note Holder (a “Securitizing Note Holder”) may elect,
in its sole discretion, to include its Note in a Securitization. In connection with such Securitization, at the request of the
Securitizing Note Holder, each other Note Holder (each, a “Non-Securitizing Note Holder”) shall use reasonable
efforts, at the Securitizing Note Holder’s expense, to satisfy, and to cooperate with the Securitizing Note Holder in attempting
to cause the Mortgage Loan Borrower to satisfy, the market standards to which the Securitizing Note Holder customarily adheres
or that may be reasonably required in the marketplace or by the Rating Agencies in connection with the Securitization, including,
entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan



    45 


     


    

 Documents and to cooperate
with the Securitizing 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,
that no Non-Securitizing Note Holder shall be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent
to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable
to, or the amount of any payments due to or priority of such payments to, such Non-Securitizing Note Holder or (ii) materially
increase such Non-Securitizing Note Holder’s obligations or materially decrease such Non-Securitizing Note Holder’s
rights, remedies or protections. In connection with the applicable Securitization, each Non-Securitizing Note Holder agrees to
provide for inclusion in any disclosure document relating to such Securitization such information concerning such Non-Securitizing
Note Holder and its related Note as the Securitizing Note Holder reasonably determines to be necessary or appropriate, and such
Non-Securitizing Note Holder covenants and agrees that it shall, at the Securitizing Note Holder’s expense, cooperate with
the reasonable requests of each Rating Agency and Securitizing Note Holder in connection with such Securitization (including, without
limitation, reasonably cooperating with the Securitizing Note Holder (without any obligation to make additional representations
and warranties) to enable the Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions
(including customary securities law opinions) in connection with the Mortgage Loan and the related Securitization), as well as
in connection with all other matters and the preparation of any offering documents thereof and to review and respond reasonably
promptly with respect to any information relating to such Non-Securitizing Note Holder and its related Note in any Securitization
document. Each Non-Securitizing Note Holder acknowledges that the information provided by it to the Securitizing Note Holder may
be incorporated into the offering documents for the related Securitization. The Securitizing Note Holder and each Rating Agency
shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Note Holder. The Securitizing
Note Holder shall reasonably cooperate with any Non-Securitizing Note Holder by providing all information reasonably requested
that is in the Securitizing Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation
of disclosure materials in connection with a Securitization.


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


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


Prior to Securitization
of any Non-Lead Securitization Note (including any New Notes), all notices, reports, information or other deliverables required
to be delivered to the related Non-Lead Securitization Note Holder or Non-Controlling Note Holder pursuant to this Agreement or
the Lead Securitization Servicing Agreement by the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer
acting on its behalf) only need to be delivered to the



    46 


     


    

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


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


Section
29.            Certain
Matters Affecting the Agent.


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


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


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


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


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






    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.            Reserved.


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


Section
32.            Resizing.
Notwithstanding any other provision of this Agreement, for so long as MPCC or an affiliate thereof (a “MPCC Entity”)
is the owner of a Non-Lead Securitization Note (each, an “Owned Note”), such MPCC 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, as applicable, “New Notes”) reallocating the principal of
an Owned Note to such New Notes or severing an Owned Note into one or more further “component” notes in the aggregate
principal amount equal to the then outstanding principal balance of such Owned Note; provided that (i) the aggregate principal
balance of all outstanding New Notes following such amendments is no greater than the principal balance of the Owned Note prior
to such amendments, (ii) all Notes continue to have the same weighted average interest rate as the Notes prior to such amendments,
(iii) all Notes pay pro rata and on a pari passu basis (including after a default and in connection with a condemnation
or prepayment) and such reallocated or component notes shall be automatically subject to the terms of this Agreement, and (iv)
the MPCC Entity holding the New Notes shall notify the Lead Securitization Note Holder and, if applicable, the Master Servicer,
the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and principal amounts
(it being understood that no consent by such parties is required for any such allocations). Each New Note shall constitute a “Note”
hereunder without any further act or deed. If the Lead Securitization Note Holder so requests, the MPCC 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



    48 


     


    

 reallocation and for modifications pursuant to the Lead Securitization
Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the
consent of the holder of each other Note. In connection with the foregoing (provided the conditions set forth in clauses (i) through
(iv) above are satisfied, as certified by the MPCC 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 (if any) 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 this Agreement, including exercising the rights of any Non-Controlling Note
Holder hereunder, the holders of such New Notes shall designate one party to deal with the Lead Securitization Note Holder (or
the Master Servicer or the Special Servicer acting on its behalf) and provide written notice of such designation to the Lead Securitization
Note Holder (and the Master Servicer and the Special Servicer acting on its behalf); provided that, in the absence of such designation
and notice, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be
entitled to treat the last party as to which it has received written notice as having been designated the related Note Holder
as the Note Holder with respect to the applicable Note for all purposes of this Agreement.


[SIGNATURE PAGE FOLLOWS]



    49 


     


    




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


	 	MUFG UNION BANK, N.A., a national banking association, d/b/a MUFG Principal Commercial Capital, as Initial Note A-1 Holder    
	 	 
	 	 
	 	 By	/s/ PHILIP R. MILLER
	 	 	Name: PHILIP R. MILLER
	 	 	Title: MANAGING DIRECTOR
	 	 	 
	 	MUFG UNION BANK, N.A., a national banking association, d/b/a MUFG Principal Commercial Capital, as Initial Note A-2 Holder   
	 	 
	 	 
	 	By	/s/ PHILIP R. MILLER
	 	 	Name: PHILIP R. MILLER
	 	 	Title: MANAGING DIRECTOR
	 	 	 
	 	MUFG UNION BANK, N.A., a national banking association, d/b/a MUFG Principal Commercial Capital, as Initial Note A-3 Holder    
	 	 
	 	 
	 	By	/s/ PHILIP R. MILLER
	 	 	Name: PHILIP R. MILLER
	 	 	Title: MANAGING DIRECTOR






    	 	 	 



     


    

EXHIBIT A


MORTGAGE LOAN SCHEDULE


Description of Mortgage Loan


 


	Mortgage Loan Borrower:	888 TOWER, LP
	Date of Mortgage Loan:	June 18, 2019
	Date of Notes:	July 18, 2019 
	Original Principal Amount of Mortgage Loan:	$115,000,000.00
	Principal Amount of Mortgage Loan as of the date hereof:	$115,000,000.00
	Initial Note A-1 Principal Balance:	$75,000,000.00
	Initial Note A-2 Principal Balance:	$20,000,000.00
	Initial Note A-3 Principal Balance:	$20,000,000.00
	Location of Mortgaged Property:	888 S. Figueroa Street, Los Angeles, CA 90017
	Initial Maturity Date:	July 1, 2029


 






    	 	 	 



     


    

EXHIBIT B


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


MUFG UNION BANK, N.A., a national banking association, d/b/a MUFG
Principal Commercial Capital


c/o Principal Real Estate Investors, LLC


801 Grand Avenue


Des Moines, Iowa 50392-1450


Attn: Commercial Mortgage Servicing


 


 






    	 	 	 



     


    

EXHIBIT C


PERMITTED FUND MANAGERS


1.         Westbrook Partners


2.         DLJ Real Estate Capital
Partners


3.         iStar Financial Inc.


4.         Capital Trust, Inc.


5.         Lend-Lease Real Estate
Investments


6.         Archon Capital, L.P.


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


8.         The Blackstone Group
International Ltd.


9.         Apollo Real Estate Advisors


10.       Colony Capital, Inc.


11.       Praedium Group


12.       J.E. Robert Companies


13.       Fortress Investment
Group LLC


14.       Lonestar Opportunity
Fund


15.       Clarion Partners


16.       Walton Street Capital,
LLC


17.       Starwood Financial
Trust


18.       BlackRock, Inc.


19.       Rialto Capital Management,
LLC


20.       Raith Capital Partners,
LLC


21.       Eightfold Real Estate
Capital, L.P.


22.       Perella Weinberg Partners


23.       Square Mile Capital
Management LLC