Exhibit 4.6


 


 


EXECUTION VERSION


 





CO-LENDER AGREEMENT


 


Dated as of February 27, 2019


 


by and between


 


CITI REAL ESTATE FUNDING INC.

(Initial Note A-1 Holder)


 


and


 


CITI REAL ESTATE FUNDING INC.

(Initial Note A-2 Holder)


 


Pace Gallery Loan


 




     


     


    




 


TABLE OF CONTENTS


 


Page


 




	Section 1.  	Definitions; Conflicts	1
	Section 2.   	Servicing of the Mortgage Loan	15
	Section 3.   	Priority of Payments	26
	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 Representative	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	36
	Section 11.   	Representations of the Note Holders	37
	Section 12.   	No Creation of a Partnership or Exclusive Purchase Right	37
	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	41
	Section 17.   	Submission to Jurisdiction; Waivers	42
	Section 18.   	Modifications	42
	Section 19.   	Successors and Assigns; Third Party Beneficiaries	43
	Section 20.   	Counterparts	43
	Section 21.   	Captions	43
	Section 22.   	Severability	43
	Section 23.   	Entire Agreement	43
	Section 24.   	Withholding Taxes	43
	Section 25.   	Custody of Mortgage Loan Documents	44
	Section 26.   	Cooperation in Securitization	45
	Section 27.   	Notices	46
	Section 28.   	Broker	46
	Section 29.   	Certain Matters Affecting the Agent	47
	Section 30.   	Reserved	47
	Section 31.   	Resignation of Agent	47
	Section 32.   	Resizing	48





  






    -i-


     


    

 







THIS CO-LENDER
AGREEMENT (this “Agreement”), dated and effective as of February 27, 2019, by and between CITI REAL ESTATE
FUNDING INC. (“CREFI” and together with its successors and assigns in interest, in its capacity as owner of
Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”),
CREFI (together with its successors and assigns in interest, in its capacity as owner of Note A-2, the “Initial Note
A-2 Holder” and, together with the Initial Note A-1 Holder and the Note 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), CREFI 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 promissory note, dated
as of January 23, 2019, in the original principal amount of $90,000,000 (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”); and


 


WHEREAS, CREFI and the
Mortgage Loan Borrower have agreed, pursuant to that certain Note Modification and Splitter Agreement, dated as of January 23,
2019, between such parties, to split the Original Note into two promissory notes and the Mortgage Loan Borrower has executed and
delivered to CREFI (i) one promissory note in the original principal amount of $50,000,000 (“Note A-1”) made
by the Mortgage Loan Borrower in favor of the Initial Note A-1 Holder, and (ii) one promissory note in the original principal amount
of $40,000,000 (“Note A-2”) made by the Mortgage Loan Borrower in favor of the Initial Note A-2 Holder, each
dated as of January 23, 2019; and


 


WHEREAS, the Initial
Note A-1 Holder and the Initial Note A-2 Holder desire to enter into this Agreement to memorialize the terms under which they,
and their successors and assigns, shall hold Note A-1 and Note A-2, respectively;


 


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


 


Section
1.           Definitions; Conflicts. 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.
In the event of, and to the extent of, a conflict between this Agreement and the Lead Securitization Servicing Agreement, this
Agreement shall control.


 


“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 at any
time that the Lead Securitization Note is included in the Lead Securitization, shall mean the Master Servicer as of such time.


 


“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 Pentalpha Surveillance LLC or its successor in interest, or any successor asset representations
reviewer appointed as provided in 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 Wells Fargo Bank, National Association or its successor in interest, or any successor certificate
administrator appointed as provided in 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 in the Lead Securitization Servicing Agreement.


 


“Commission”
shall mean the United States Securities and Exchange Commission.


 


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


 






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


 


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


 


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


 


“Controlling
Note Holder” shall mean the Note A-1 Holder; provided that for so long as greater than 50% of Note A-1 is held by (or
the majority “controlling class” holder or other party assigned the rights to exercise the rights of the Note A-1 Holder
is) the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, the Note A-1 Holder (and the majority “controlling
class” holder or other party assigned the rights to exercise the rights of the Note A-1 Holder) shall not be entitled to
exercise any rights it may otherwise have as Controlling Note Holder, and there shall be deemed to be no Controlling Note Holder
hereunder. At any time that Note A-1 is included in a Securitization, references to the “Controlling Note Holder” shall
mean the Lead Securitization Subordinate Class Representative 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 Lead Securitization Servicing
Agreement. In addition, the related Lead Securitization Servicing Agreement may contain additional limitations on the rights of
such designated party entitled to exercise the rights of the “Controlling Note Holder” hereunder if such designated
party is the Mortgage Loan Borrower or if it has certain relationships with the Mortgage Loan Borrower (which additional limitations
shall, as and to the extent provided in the Lead Securitization Servicing Agreement, accordingly limit the rights of the designated
party to exercise any rights provided hereunder).


 


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


 


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


 


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


 


“Depositor”
shall mean GS Mortgage Securities Corporation II.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“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 Controlling Note Holder, the Operating Advisor, the Asset
Representations Reviewer, any risk retention consultation party under the Lead Securitization Servicing Agreement, any Non-Lead
Operating Advisor, the Controlling Note Holder Representative, any Non-Controlling Note Holder or any 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.


 






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


 


“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 Note A-1.


 


“Lead Securitization
Note Holder” shall mean the Note A-1 Holder.


 


“Lead Securitization
Servicing Agreement” shall mean the pooling and servicing agreement to be entered into in connection with the Securitization
of Note A-1 and issuance of GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38,
between the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer,
the Certificate Administrator and the Trustee. The Servicing Standard in the Lead Securitization Servicing Agreement shall require,
among other things, that each Servicer, in servicing the Mortgage Loan, must take into account the interests of each Note Holder.


 


“Lead Securitization
Subordinate Class Representative” shall mean the “Controlling Class Representative” or “Directing Holder”
(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”, “Secured Whole Loan Collection
Account” or analogous account established for the Mortgage Loan pursuant to the Lead Securitization Servicing Agreement.


 


“Major Decisions”
shall have the meaning given to such term or any analogous term in the Lead Securitization Servicing Agreement; provided that,
at any time that Note A-1 is not included in the Lead Securitization, “Major Decision” shall mean, collectively:


 


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


 


(ii)         any
modification, consent to a modification or waiver of a monetary term (other than Penalty Charges if the Mortgage Loan is not a
Specially Serviced Loan) or material non-monetary term (including, without limitation, a modification with respect to the timing
of payments and acceptance of discounted payoffs but excluding waiver of Penalty Charges) of the Mortgage Loan or any extension
of the Maturity Date of the Mortgage Loan;


 


(iii)        any
sale of the Mortgage Loan (when it is a Defaulted Mortgage Loan) or REO Property (other than in connection with the termination
of the Lead Securitization Trust) for less than the applicable Purchase Price;


 






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(iv)       any
determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials
located at an REO Property;


 


(v)        any
release of collateral or any acceptance of substitute or additional collateral for the Mortgage Loan, or any consent to either
of the foregoing, other than immaterial condemnation actions and other similar takings or if otherwise required pursuant to the
specific terms of the Mortgage Loan and for which there is no lender discretion;


 


(vi)       any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Mortgage Loan or, if lender
consent is required, any consent to such waiver or consent to a transfer of the Mortgaged Property or interests in the Mortgage
Loan Borrower or consent to the incurrence of additional debt, other than any such transfer or incurrence of debt as may be effected
without the consent of the lender under the Mortgage Loan Agreement;


 


(vii)      any
property management company changes or franchise changes (in each case, to the extent the lender is required to consent or approve
under the Mortgage Loan Documents);


 


(viii)      releases
of any escrow accounts, reserve accounts or letters of credit held as performance or “earn-out” escrows or reserves
other than those required pursuant to the specific terms of the Mortgage Loan and for which there is no lender discretion;


 


(ix)        any
acceptance of an assumption agreement or any other agreement permitting transfer of interests in the Mortgage Loan Borrower or
a guarantor releasing the Mortgage Loan Borrower or a guarantor from liability under the Mortgage Loan other than pursuant to the
specific terms of the Mortgage Loan and for which there is no lender discretion;


 


(x)         following
a default or an event of default with respect to the Mortgage Loan, any acceleration of the Mortgage Loan, or initiation of judicial,
bankruptcy or similar proceedings under the Mortgage Loan Documents or with respect to the Mortgage Loan Borrower or Mortgaged
Property;


 


(xi)        any
modification, waiver or amendment of an intercreditor agreement, co-lender agreement or similar agreement with any mezzanine
lender or subordinate debt holder related to the Mortgage Loan, or an action to enforce rights with respect thereto;


 


(xii)       any
determination of an Acceptable Insurance Default;


 


(xiii)      any
proposed modification or waiver of any material provision in the Mortgage Loan Documents governing the type, nature or amount of
insurance coverage required to be obtained and maintained by the Mortgage Loan Borrower; and


 






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(xiv)      any
approval of any casualty insurance settlements or condemnation settlements, and any determination to apply casualty proceeds or
condemnation awards to the reduction of the debt rather than to the restoration of the Mortgaged Property.


 


“Master Servicer”
shall mean Wells Fargo Bank, National Association or its successor in interest, or any successor master servicer appointed as provided
in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


“Mortgage Loan
Agreement” shall mean the Loan Agreement, dated as of January 23, 2019, between the Mortgage Loan Borrower, as borrower,
and CREFI, 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.


 


“Non-Controlling
Note Holder” shall mean each Note Holder that is not the Controlling Note Holder; provided that for so long as greater
than 50% of any Non-Controlling Note is held by (or the majority “controlling class” holder or other party assigned
the rights to exercise the rights of such Non-Controlling Note Holder is) the Mortgage Loan Borrower or an Affiliate of the Mortgage
Loan Borrower, such Non-Controlling Note (and the majority


 






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“controlling
class” holder or other party assigned the rights to exercise the rights of such Non-Controlling Note Holder) shall not be
entitled to exercise any rights of such Non-Controlling Note Holder, and there shall be deemed to be no Non-Controlling Note Holder
hereunder with respect to such Non-Controlling Note. If the Non-Controlling Note is included in a Securitization, the related
Securitization Servicing Agreement may contain additional limitations on the rights of such designated party entitled to exercise
the rights of the “Non-Controlling Note Holder” hereunder if such designated party is the Mortgage Loan Borrower or
if it has certain relationships with the Mortgage Loan Borrower (which additional limitations shall, as and to the extent provided
in the related Securitization Servicing Agreement, accordingly limit the rights of the designated party to exercise any rights
provided hereunder).


 


“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 or other analogous term under any Non-Lead Securitization Servicing
Agreement.


 


“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 each Securitization other than the Lead Securitization.


 


“Non-Lead Securitization
Determination Date” shall have the meaning assigned to such term in Section 2(c)(iii).


 


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


 






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


 


“Non-Lead Securitization
Servicing Agreement” shall mean from and after the date a Non-Lead Securitization Note is included in a Non-Lead Securitization,
the servicing agreement, trust and servicing agreement or pooling and servicing agreement entered into in connection with such
Non-Lead Securitization.


 


“Non-Lead Securitization
Subordinate Class Representative” shall mean, with respect to any Non-Lead Securitization, the holders of the majority
of the class of securities issued in the Securitization of the related Non-Lead Securitization Note 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 any Securitization Trust that holds a Non-Lead Securitization Note.


 


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


 


“Non-Lead Sponsor”
shall mean, with respect to any Non-Lead Securitization Note, the related Note Holder that acts as the sponsor with respect to
such Non-Lead Securitization Note in connection with the related Non-Lead Securitization.


 


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


 


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


 


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


 


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


 


“Note A-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(s) of Note A-2, as applicable.


 


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


 






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


 


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


 


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


 


“Notes”
shall mean, collectively, Note A-1 and Note A-2, as each such note is amended, modified, supplemented or split.


 


“Operating Advisor”
shall mean Pentalpha Surveillance LLC or its successor in interest, or any successor operating advisor appointed as provided in
the Lead Securitization Servicing Agreement.


 


“P&I Advance”
shall mean an advance made by a party to a 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, (a) with respect to the Note A-1 Holder, a fraction, expressed as a percentage, the numerator of
which is the Note A-1 Principal Balance and the denominator of which is the sum of the Note A-1 Principal Balance and the Note
A-2 Principal Balance, and (b) with respect to the Note A-2 Holder, a fraction, expressed as a percentage, the numerator of which
is the Note A-2 Principal Balance and the denominator of which is the sum of the Note A-1 Principal Balance and the Note A-2 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).


 


“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, any of the Initial Note Holders, or


 






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(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 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; (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)


 






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above),
or (C) a Permitted Fund Manager, acts as a general partner, managing member, or the fund manager responsible for the day-to-day
management and operation of such investment vehicle, and provided that at least 50% of the equity interests in such investment
vehicle are owned, directly or indirectly, by one or more entities that are otherwise Qualified Institutional Lenders (without
regard to the capital surplus/equity and total asset requirements set forth below in the definition), or


 


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


 


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


 


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


 


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


 


“Rating Agency
Confirmation” shall mean (i) prior to a Securitization, with respect to any matter that each applicable Rating Agency
shall have confirmed in writing (which


  



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may be
in electronic form) that a proposed action, failure to act or other event so specified will not, in and of itself, result in the
downgrade, withdrawal or qualification of the then-current ratings assigned by such Rating Agency to any securities issued in
connection with any Securitization; provided, however, that a written waiver or other acknowledgment or course of
conduct from the Rating Agency indicating its decision not to review the matter for which the Rating Agency Confirmation is sought
shall be deemed to satisfy the requirement for the Rating Agency Confirmation from each Rating Agency with respect to such matter,
and (ii) after a Securitization, the meaning given thereto or to any analogous term in the Lead Securitization Servicing Agreement
including any deemed Rating Agency Confirmation.


 


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


 


“Regulation
AB” shall mean Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125,
as such 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, such special servicer is acting as special servicer for one or more loans included
in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date
of determination, and Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage
securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special
servicer of such commercial mortgage loans, (iv) in the case of Morningstar, such special servicer is currently acting as Special
Servicer on a deal or transaction-level basis for all or a significant portion of the related mortgage loans in one or more other
commercial mortgage-backed securitizations, and Morningstar has not, with respect to any such other transactions, qualified, downgraded
or withdrawn its rating or ratings on one or more classes of securities issued in such transactions, (v) in the case of DBRS, such
special servicer is currently acting as a servicer for one or more loans included in a commercial mortgage-backed securitization
that was rated by DBRS within the twelve (12) month period prior to the date of determination, and DBRS has not downgraded or withdrawn
the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on
watch status citing the continuation of such special servicer as servicer of such commercial mortgage loans as the sole or a material
factor in any downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings
downgrade or withdrawal) of securities in a transaction serviced by such special servicer prior to the time of determination, and
(vi) in the case of KBRA, KBRA has not cited servicing concerns of such special servicer as the sole or material factor in any
qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings
downgrade or withdrawal) of securities in a transaction serviced by such special servicer prior to the time of determination.


 






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


 


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


 


“Securitization
Date” shall mean the effective date on which the Lead Securitization is consummated.


 


“Securitization
Servicing Agreement” shall mean the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing
Agreement, as the context may require.


 


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


 


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


 


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


 


“Servicer Termination
Event” shall have the meaning assigned to such term or other 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.


 


“Special Servicer”
shall mean Midland Loan Services, a Division of PNC Bank, National Association or its successor in interest, or any successor special
servicer appointed as provided in the Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


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


 






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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 and this 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 if such principal or interest is not paid by the Mortgage Loan Borrower but shall be obligated to
advance delinquent real estate taxes, insurance premiums and other expenses related to the maintenance of the Mortgaged Property
and maintenance and enforcement of the lien of the Mortgage thereon, subject to the terms of the Lead Securitization Servicing
Agreement (including a determination of recoverability thereunder). Each Note Holder acknowledges that the 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 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 the other Note Holder; however, this statement shall not be construed
to otherwise limit the rights of one Note Holder with respect to the 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, this 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 Note Holders agree to
cause the Mortgage Loan to be serviced by one or more servicers, each of which has been agreed upon by the Note Holders, pursuant
to a servicing agreement that has servicing terms substantially similar to the Lead Securitization Servicing Agreement and all
references herein to the “Lead Securitization Servicing Agreement” shall mean such subsequent servicing agreement;
provided, however, that if a Non-Lead Securitization Note is in a Securitization, then a written confirmation shall
have


 






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been
obtained from each Rating Agency that the appointment of the servicer(s) pursuant to such servicing agreement would not, in and
of itself, cause a downgrade, qualification or withdrawal of the then-current ratings assigned to the securities issued in connection
with such Securitization; provided, further, however, that until a replacement servicing agreement has been
entered into, the Lead Securitization Note Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the
Lead Securitization Servicing Agreement as if such agreement was still in full force and effect with respect to the Mortgage Loan,
by the Servicer in the Lead Securitization or by any Master Servicer appointed by the Lead Securitization Note Holder that is
a qualified servicer meeting the requirements of the Lead Securitization Servicing Agreement or by any Special Servicer appointed
by the Lead Securitization Note Holder that satisfies the Required Special Servicer Rating.


 


(b)       The
Master Servicer shall be the lead master servicer on the Mortgage Loan, and from time to time it (or the Trustee, to the extent
provided in the Lead Securitization Servicing Agreement) (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, 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, in the case of Property Advances, from general collections of
each Non-Lead Securitization as provided below. Notwithstanding the foregoing, to the extent the Master Servicer, the Special Servicer
or the 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 be required
to, 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, the related Non-Lead Securitization Trust) shall be required to, promptly
following notice from the Master Servicer or the Special Servicer, pay or reimburse the Lead Securitization for such Non-Lead Securitization
Note Holder’s pro rata share of any 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


 






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Operating
Advisor 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 reimbursement shall be made, if such Non-Lead Securitization Note has been included
in a Non-Lead Securitization, from general collections or any other amounts from such Non-Lead Securitization Trust). Each Non-Lead
Securitization Holder agrees to indemnify (i) (as and to the same extent the Lead Securitization Trust is required to indemnify
each of the following parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of Lead
Securitization Servicing Agreement) each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Operating Advisor 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 (including, if
a Non-Lead Securitization Note has been included in a Non-Lead Securitization, from general collections or any other amounts from
the related 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 determination
with respect to a P&I Advance to be made on the Lead Securitization Note based on the information that they have on hand and
in accordance with the Lead Securitization Servicing Agreement. Each Non-Lead Master Servicer, each Non-Lead Special Servicer and
each Non-Lead Trustee, as applicable, shall be entitled to make their own recoverability determination with respect to a P&I
Advance to be made on the related Non-Lead Securitization Note based on the information that they have on hand and in accordance
with the related Non-Lead Securitization Servicing Agreement. The Master Servicer and the Trustee, as applicable, and each Non-Lead
Master Servicer or each Non-Lead Trustee shall be required to notify each other 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) or any Non-Lead Master Servicer, any Non-Lead Special
Servicer or any Non-Lead Trustee, as applicable (with respect to any Non-Lead Securitization Note), determines that a proposed
P&I Advance, if made, would be non-recoverable or an outstanding P&I


 






    17


     


    

 


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 Master Servicer, the Special Servicer or the Trustee) or any Non-Lead Master Servicer or any Non-Lead
Trustee (as provided in the related Non-Lead Securitization Servicing Agreement, in the case of the a determination of non-recoverability
by a Non-Lead Master Servicer, a Non-Lead Special Servicer or a Non-Lead Trustee) shall notify the Master Servicer and the Trustee,
and/or each other Non-Lead Master Servicer and 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, from general collections of the Lead
Securitization Trust, pursuant to the terms of the Lead Securitization Servicing Agreement and (ii) in the case of a Non-Lead
Securitization Note, from general collections of the related Securitization Trust, as and to the extent provided in the related
Non-Lead Securitization Servicing Agreement.


 


(c)       Each
Lead Securitization Note Holder agrees that it shall cause the Lead Securitization Servicing Agreement to provide as follows (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)       the
Master Servicer or Trustee shall be required to provide written notice to each Non-Lead Master Servicer and each Non-Lead Trustee
of any P&I Advance it has made with respect to the Lead Securitization Note within two (2) Business Days of making such advance;


 


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


 


(iii)       the
Master Servicer shall remit all payments received with respect to any Non-Lead Securitization Note, net of the servicing fees payable
to the Master Servicer and Special Servicer with respect to such Non-Lead Securitization Note, and any other applicable fees and
reimbursements payable to the Master Servicer, the Special Servicer and the Trustee, to the related Non-Lead Securitization Note
Holder by the earlier of (x) the Master Servicer Remittance Date (as defined in the Lead Securitization Servicing Agreement) and
(y) the Business Day following the “determination date” (or any term substantially similar thereto) as defined in the
related Non-Lead Securitization Servicing


 






    18


     


    

 


Agreement
(such determination date, the “Non-Lead Securitization Determination Date”), in each case, as long as the date
on which remittance is required under this clause (iii) is at least one (1) Business Day after the scheduled monthly payment date
under the Mortgage Loan Agreement;


 


(iv)       in
connection with the expedited remittances contemplated by the preceding clause (iii) and the expedited reporting contemplated
by the following clause (v), (A) the Special Servicer shall (x) expedite its delivery of reports to the Master Servicer
with respect to the Mortgage Loan or the Mortgaged Property (including the delivery of information contemplated by CREFC® reports
that the Special Servicer is required to deliver to the Master Servicer) so that the reports (including CREFC® reports) provided
by the Master Servicer to the Non-Lead Securitization Note Holder may include all information contemplated to be included therein
for the applicable reporting period, and (y) expedite withdrawals from accounts maintained by it and remittances to the Master
Servicer in respect of the Mortgage Loan or the Mortgaged Property so that the Master Servicer’s remittances to the Non-Lead
Securitization Note Holder contemplated by the preceding clause (iii) may include all amounts for the applicable collection
period; and (B) each party responsible under the Lead Securitization Servicing Agreement for delivering any Additional Form 10-D
Disclosure (or analogous information) to a Non-Lead Trustee or Non-Lead Depositor in respect of a Non-Lead Securitization Note
shall deliver such Additional Form 10-D Disclosure (or analogous information) no later than the 5th calendar day following the
distribution date for the related Non-Lead Securitization;


 


(v)       with
respect to any Non-Lead Securitization Note that is held by a Securitization, the Master Servicer agrees to deliver or cause to
be delivered or to make available to the related Non-Lead Master Servicer all reports required to be delivered by the Master Servicer
to the Certificate Administrator and the Trustee under the Lead Securitization Servicing Agreement (which shall include all loan-level
reports constituting the CREFC® Investor Reporting Package (IRP)) pursuant to the terms of the Lead Securitization
Servicing Agreement, to the extent related to the Mortgage Loan, the Mortgaged Property, such Non-Lead Securitization Note, the
Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, by the earlier of (x) the Master Servicer
Remittance Date and (y) the Business Day following the related Non-Lead Securitization Determination Date, in each case, as long
as the date on which delivery is required under this clause (v) is at least one (1) Business Day after the scheduled monthly payment
date under the Mortgage Loan Agreement;


 


(vi)       the
Master Servicer and the Special Servicer, as applicable, shall provide (in electronic media) to each Non-Lead Securitization Note
Holder all documents, certificates, instruments, notices, reports, operating statements, rent rolls and other information regarding
the Mortgage Loan provided by it to the Lead Securitization Subordinate Controlling Class Representative or the Operating Advisor
in connection with any request for consent made to, or consultation with, such party at the time provided to such other party;


 






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


 


(viii)       each
Non-Lead Securitization Note Holder shall be entitled to the same indemnity as the Lead Securitization Note Holder under the Lead
Securitization Servicing Agreement; each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, the Custodian shall be required to (and shall require any Servicing Function Participant or Additional Servicer
engaged by it to) indemnify each Certifying Person and the depositor of any public Other Securitization Trust, and their respective
directors and officers and controlling persons, to the same extent that they indemnify the Depositor (as depositor in respect of
the Lead Securitization) and each Certifying Person for (A) its failure to deliver the items in clause (ix) below in a timely manner,
(B) its failure to perform its obligations to such depositor or the related Non-Lead Trustee under Article XI (or any article substantially
similar thereto) of the Lead Securitization Servicing Agreement by the time required after giving effect to any applicable grace
period or cure period, (C) the failure of any Servicing Function Participant or Additional Servicer retained by it (other than
a Mortgage Loan Seller Sub-Servicer) to perform its obligations to such depositor or trustee under such Article XI (or any article
substantially similar thereto) of the Lead Securitization Servicing Agreement by the time required and/or (D) any Deficient Exchange
Act Deliverable regarding, and delivered by or on behalf of, such party;


 


(ix)       with
respect to any Non-Lead Securitization that is subject to reporting requirements under the Securities Act, the Exchange Act (including
Rule 15Ga-1), and Regulation AB, (a) the Master Servicer, any primary servicer, the Special Servicer, the Trustee, the Certificate
Administrator or other party acting as custodian for the Lead Securitization shall be required to deliver (and shall be required
to cause each other servicer and servicing function participant (within the meaning of Items 1123 and 1122, respectively, of Regulation
AB) retained or engaged by it to deliver (provided that such party shall only be required to use commercially reasonable efforts
to cause a Mortgage Loan Seller Sub-Servicer to deliver)), in a timely manner (i) the reports, certifications, compliance statements,
accountants’ assessments and attestations, and information to be included in reports (including, without limitation, Form
ABS-15G, Form 10-K, Form 10-D and Form 8-K), and (ii) upon request, any other materials specified in the related Non-Lead Securitization
Servicing Agreement, in the case of clauses (i) and (ii), as the related Non-Lead Depositor or the related Non-Lead Trustee reasonably
believes, in good faith, are required in order for the related Non-Lead Depositor or the related Non-Lead Trustee to comply with
(1) its obligations under the Securities Act, the Exchange Act (including Rule 15Ga-1), Regulation AB and Form SF-3 and (2) any
applicable comment letter from the Commission or its obligations with respect to any Deficient Exchange Act Deliverable, (b) without
limiting the generality of the foregoing (x) the Depositor or the related Holder shall provide
or cause to be provided to the related Non-Lead Depositor (and to counsel to the related Non-Lead Depositor) and the related Non-Lead
Trustee (1)


 






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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 any
Non-Lead Securitization Note to use such party’s description contained in the Lead Securitization prospectus (updated as
appropriate by the Master Servicer or Special Servicer, as applicable, at the cost of the related Non-Lead Sponsor) or contained
in a Lead Securitization Form 8-K, for inclusion in the disclosure materials or a Form 8-K relating to any securitization of the
related Non-Lead Securitization Note, and (z) the Master Servicer and the Special Servicer (or any replacement Master Servicer
or Special Servicer, as applicable), shall provide indemnification agreements, opinions and Regulation AB compliance letters as
were or are being delivered with respect to the Lead Securitization (in each case, at the cost of the related Non-Lead Sponsor),
and (c) in connection with any amendment of the Lead Securitization Servicing Agreement, the Depositor shall provide written notice
(which may be by email) of such proposed amendment to any Non-Lead Depositor and the related Non-Lead Trustee no later than three
(3) Business Days prior to the date of effectiveness of such amendment, and, on the date of effectiveness of such amendment to
the Lead Securitization Servicing Agreement, provide a copy of such amendment in an EDGAR-compatible format to such Non-Lead Depositor
and the related Non-Lead Trustee. The Master Servicer and the Special Servicer shall each be required to provide certification
and indemnification to any Certifying Person with respect to any applicable Sarbanes-Oxley Certification with respect to a Non-Lead
Securitization;


 


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


 


(xi)       any
late collections received by the Master Servicer from the Mortgage Loan Borrower that are allocable to a Non-Lead Securitization
Note or reimbursable to a


 






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Non-Lead
Master Servicer or a Non-Lead Trustee shall be remitted by the Master Servicer to such Non-Lead Master Servicer within one (1)
Business Day of receipt and identification thereof; provided, however, that to the extent any such amounts are received after
3:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially reasonable efforts to remit such
amounts to such Non-Lead Master Servicer within one (1) Business Day of receipt of properly identified funds but, in any event,
the Master Servicer shall remit such amounts within two (2) Business Days of receipt of properly identified funds;


 


(xii)       each
Non-Lead Securitization Note Holder is an intended third-party beneficiary in respect of the rights afforded it under the Lead
Securitization Servicing Agreement and the related Non-Lead Master Servicer shall be entitled to enforce the rights of such Non-Lead
Securitization Note Holder under this Agreement and the Lead Securitization Servicing Agreement;


 


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


 


(xiv)       if
the Mortgage Loan becomes a Defaulted Mortgage Loan and the Special Servicer determines to sell the Lead Securitization Note in
accordance with the Lead Securitization Servicing Agreement, it shall have the right and the obligation to sell both of the Notes
as notes evidencing one whole loan in accordance with the terms of the Lead Securitization Servicing Agreement. In connection with
any such sale, the Special Servicer shall provide notice to each Non-Lead Master Servicer who shall provide notice to the related
Non-Controlling Note Holder of the planned sale and of such Non-Controlling Note Holder’s opportunity to submit an offer
on the Mortgage Loan;


 


(xv)       the
Lead Securitization Servicing Agreement shall not be amended in any manner that materially and adversely affects any Non-Lead Securitization
Note Holder without the consent of such Non-Lead Securitization Note Holder;


 


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


 


(xvii)       Servicer
Termination Events with respect to the Master Servicer and the Special Servicer shall include: (A) solely with respect to the Master
Servicer, the failure to timely remit payments to any Non-Lead Securitization Note Holder, which failure continues unremedied for
one (1) Business Day following the date on which such payment was to be made; (B) solely with respect to the Special Servicer,
the failure to deposit into any REO Account any amount required to be so deposited within two (2) Business Days after the date
such deposit was to be made, or the failure to remit to the


 






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Master
Servicer for deposit into the Collection Account or the related Loan Combination Custodial Account, as applicable, any amount
required to be so remitted by the Special Servicer within one (1) Business Day after the date such remittance was to be made;
(C) the qualification, downgrade or withdrawal, or placing on “watch status” in contemplation of a rating downgrade
or withdrawal of the ratings of any class of certificates issued in connection with any Non-Lead Securitization by the rating
agencies rating such securities (and such qualification, downgrade, withdrawal or “watch status” placement shall not
have been withdrawn by such rating agencies within sixty (60) days of actual knowledge of such event by the Master Servicer or
the Special Servicer, as the case may be), and publicly citing servicing concerns with the Master Servicer or Special Servicer,
as applicable, as the sole or a material factor in such rating action; and (D) the failure to provide to any Non-Lead Securitization
Note Holder (if and to the extent required under the related Non-Lead Securitization) reports required under the Exchange Act,
and the rules and regulations thereunder, in a timely fashion. Upon the occurrence of such a Servicer Termination Event with respect
to the Master Servicer affecting a Non-Lead Securitization Note Holder and the Master Servicer is not otherwise terminated pursuant
to the Lead Securitization Servicing Agreement, the Trustee shall, upon the direction of such Non-Lead Securitization Note Holder,
require the appointment of a subservicer with respect to the related Non-Lead Securitization Note. Upon the occurrence of a Servicer
Termination Event with respect to the Special Servicer affecting a Non-Lead Securitization Note Holder and the Special Servicer
is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Trustee shall, upon direction of such
Non-Lead Securitization Note Holder, terminate the Special Servicer with respect to, but only with respect to, the Mortgage Loan;


 


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


 


(xix)       if
a Non-Lead Securitization Note becomes the subject of an Asset Review pursuant to the related Non-Lead Securitization Servicing
Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with such Non-Lead
Asset Representations Reviewer in connection with such Asset Review by providing such Non-Lead Asset Representations Reviewer with
any documents reasonably requested by such Non-Lead Asset Representations Reviewer, but only to the extent (x) such documents are
in the possession of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be, and (y) such
Non-


 






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Lead
Asset Representations Reviewer has not been able to obtain such documents from the related mortgage loan seller;


 


(xx)        the
rates at which Special Servicing Fees, Liquidation Fees and Workout Fees accrue or are determined shall not exceed 0.25% per annum,
1.00% and 1.00%, respectively, subject to any minimum compensation provided for in the Lead Securitization Servicing Agreement;
and


 


(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 related Non-Lead Securitization Servicing Agreement to provide
as follows (and to the extent such following provisions are not included in the related Non-Lead Securitization Servicing Agreement,
they shall be deemed incorporated therein and made a part thereof):


 


(i)          Each
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
other 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);


 






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(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 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)       each
Non-Lead Master Servicer, Non-Lead Trustee or Non-Lead Certificate Administrator will be required to deliver to the Trustee, the
Certificate Administrator, the Special Servicer, the Master Servicer, the Operating Advisor and the Asset Representations Reviewer
(i) promptly following Securitization of the related Non-Lead Securitization Note, notice of the deposit of such Non-Lead Securitization
Note into a Securitization Trust (which notice may be (x) in the form of delivery (which may be by email) of a copy of the related
Non-Lead Securitization Servicing Agreement, or (y) by email notification together with contact information for the related Non-Lead
Trustee, the related Non-Lead Certificate Administrator, the related Non-Lead Master Servicer, the related Non-Lead Special Servicer
and the party designated to exercise the rights of the related “Non-Controlling Note Holder” under this Agreement),
accompanied by a copy of such executed Non-Lead Securitization Servicing Agreement, and (ii) notice of any subsequent change in
the identity of the related Non-Lead Master Servicer, the related Non-Lead Trustee or the party designated to exercise the rights
of the related “Non-Controlling Note Holder” under this Agreement (together with the relevant contact information)
(which may be in the form of email delivery of a copy of any revised Non-Lead Securitization Servicing Agreement); and


 


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


 


(e)       The
Initial Note A-1 Holder shall:


 


(i)        give
each other Note Holder (other than itself) notice of the Securitization of the Lead Securitization Note in writing (which may
be by email) within three (3) Business Days after the printing of the preliminary prospectus for such Securitization, together
with contact information for each of the parties to the related proposed Securitization Servicing Agreement;


 


(ii)       on the Securitization Date, send a copy (in EDGAR-compatible format) of the Lead Securitization Servicing Agreement
to the other Note Holders (other than itself); and


 






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(iii)       give
the other Note Holders (other than itself) written notice (which may be by email) in a timely manner (but no later than one (1)
Business Day prior to the applicable filing date) of any re-filing (other than a filing made in connection with a formal amendment
of the Lead Securitization Servicing Agreement) by the Depositor of the Lead Securitization Servicing Agreement subsequent to the
Securitization Date if such filing contains revisions or changes that are material to the other Note Holders.


 


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 the other Note or security therefor.


 


All amounts tendered
by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan
or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments, the Balloon
Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage
Loan, Condemnation Proceeds, or Insurance Proceeds (other than proceeds, awards or settlements to be applied to the restoration
or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan
Documents), but excluding (x) all amounts for required reserves or escrows required by the Mortgage Loan Documents (to the extent,
in accordance with the terms of the Mortgage Loan Documents) to be held as reserves or escrows or received as reimbursements on
account of recoveries in respect of property protection expenses or Property Advances then due and payable or reimbursable to the
Trustee or any Servicer under the Lead Securitization Servicing Agreement and (y) all amounts that are then due, payable or reimbursable
(except for (i) any reimbursements of P&I Advances previously made (and interest thereon) on the Lead Securitization Note,
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(e) 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 (as defined in the Lead Securitization Servicing Agreement) paid on each Note shall first, be used to reduce,
on a pro rata basis, the amounts payable on each Note by the amount necessary to pay the Master Servicer, the Trustee or the Special
Servicer for any interest accrued on any 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, the related Non-Lead Master Servicer or the related Non-Lead Trustee
for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization
Servicing Agreement or


 






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the related
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, 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 any Non-Lead Securitization
Note, be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Lead
Securitization Servicing Agreement.


 


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(d)) 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 each Non-Lead Securitization Note Holder 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


 






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(or the
Master Servicer, the Special Servicer or the Trustee acting on behalf of the Lead Securitization Note Holder) shall not have any
fiduciary duty to any Non-Lead Securitization Note Holder in connection with the administration of the Mortgage Loan (but the
foregoing shall not relieve the Lead Securitization Note Holder from the obligation to make any disbursement of funds as set forth
herein or its obligation to follow the Servicing Standard (in the case of the Master Servicer or the Special Servicer) or any
liability for failure to do so).


 


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


 


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


 






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Mortgage
Loan shall in all cases be deemed a fair price; provided, however, 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 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 each 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 any 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 any Non-Controlling Note Holder may
waive, as to itself, 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 each Non-Controlling Note Holder Representative shall be permitted to submit an offer 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 the related 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


 






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better
assure and evidence the foregoing appointment and grant, in each case promptly following request, and shall deliver the related
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 the Non-Lead Securitization Notes, and the obligations of the Non-Lead Securitization Note
Holders to execute and deliver instruments or deliver the related Non-Lead Securitization Notes upon request of the Lead Securitization
Note Holder, shall terminate and cease to be of any further force or effect upon the date, if any, upon which the Lead Securitization
Note is repurchased by the Initial Note-A-1 Holder from the trust fund established under the Lead Securitization Servicing Agreement
in connection with a material breach of representation or warranty made by the Initial Note A-1 Holder with respect to the Lead
Securitization Note or material document defect with respect to the documents delivered by the Initial Note A-1 Holder with respect
to the Lead Securitization Note upon the consummation of the Lead Securitization. The preceding sentence shall not be construed
to grant to any Non-Lead Securitization Note Holder the benefit of any representation or warranty made by the Initial Note A-1
Holder or any document delivery obligation imposed on the Initial Note A-1 Holder under any mortgage loan purchase and sale agreement,
instrument of transfer or other document or instrument that may be executed or delivered by the Initial Note A-1 Holder in connection
with the Lead Securitization.


 


(b)       The
administration of the Mortgage Loan shall be governed by this Agreement and, following the Securitization Date, together with the
Lead Securitization Servicing Agreement. After the Securitization Date, the servicing of the Mortgage Loan shall be carried out
by the Master Servicer and, if the Mortgage Loan is a Specially Serviced Mortgage Loan (or to the extent otherwise provided in
the Lead Securitization Servicing Agreement), by the Special Servicer, in each case pursuant to the Lead Securitization Servicing
Agreement. Notwithstanding anything to the contrary contained herein, in accordance with the Lead Securitization Servicing Agreement,
the Lead Securitization Note Holder shall cause the Master Servicer and the Special Servicer to service and administer the Mortgage
Loan in accordance with the Servicing Standard, taking into account the interests of both 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 the related 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


 






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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 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 each 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 each 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


 






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Special
Servicer, acting on its behalf) be obligated at any time to follow or take any alternative actions recommended by any Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative).


 


In addition to the consultation
rights provided in the immediately preceding paragraph, each Non-Controlling Note Holder shall have the right to attend annual
meetings (which may be held telephonically 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.


 


All costs and expenses
of compliance with this Section 5(e), to the extent that such costs and expenses relate to administration of a REMIC or to any
determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC
tax or expense, shall be borne by each Note Holder solely with respect to the REMIC trust that includes its own Note. Anything
herein or in the Lead Securitization Servicing Agreement to the contrary notwithstanding, in the event that one of the Notes is
included in a REMIC and the 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
the other Note Holder be reduced to offset or make-up any such payment or deficit.


 






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


 


(a)       The
Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights
and obligations with respect to the Mortgage Loan (the “Controlling Note Holder Representative”). The Controlling
Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace the Controlling
Note Holder Representative. When exercising its various rights under Section 5 and elsewhere in this Agreement, the Controlling
Note Holder may, at its option, in each case, act through the Controlling Note Holder Representative. The Controlling Note Holder
Representative may be any Person (other than the Mortgage Loan Borrower, its principal or any Affiliate of the Mortgage Loan Borrower),
including, without limitation, the Controlling Note Holder, any officer or employee of the Controlling Note Holder, any affiliate
of the Controlling Note Holder or any other unrelated third party. No such Controlling Note Holder Representative shall owe any
fiduciary duty or other duty to any other Person (other than the Controlling Note Holder). All actions that are permitted to be
taken by the Controlling Note Holder under this Agreement may be taken by the Controlling Note Holder Representative acting on
behalf of the Controlling Note Holder. Any Servicer acting on behalf of the Lead 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 the other Note Holders or
any other Person for any action taken, or for refraining from the taking of any action or the giving of any consent or the failure
to give any consent pursuant to this Agreement or the Lead Securitization Servicing Agreement, or errors in judgment, absent any
loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence. The Note Holders agree
that the Controlling Note Holder Representative and the Controlling Note Holder (whether acting in place of the Controlling Note
Holder Representative when no Controlling Note Holder Representative shall have been appointed hereunder or otherwise exercising
any right, power or privilege granted to the Controlling Note Holder hereunder) may take or refrain from taking actions, or give
or refrain from giving consents, that favor the interests of one Note Holder over the other Note Holder, and that the Controlling
Note Holder Representative may have special relationships and interests that conflict with the interests of a Note Holder and,
absent willful misfeasance, bad faith or gross negligence on the part of the Controlling Note Holder Representative or the Controlling
Note Holder, as the case may be, agree to take no action against the Controlling Note Holder Representative, the Controlling Note
Holder or any of their respective officers, directors,


 






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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 (such representative, with respect to each Non-Controlling Note Holder,
its “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 each Non-Controlling Note Holder and its Non-Controlling Note Holder Representative mutatis
mutandis. The Non-Controlling Note Holder Representative as of the date of this Agreement and until the Lead Securitization
Note Holder (and the Master Servicer and the Special Servicer) is notified otherwise, shall be the Initial Note A-2 Holder with
respect to Note A-2, provided that at any time Note A-2 is included in a Securitization, references to the “Non-Controlling
Note Holder” herein shall mean the related Non-Lead Securitization Subordinate Class Representative or any other party assigned
the rights to exercise the rights of the related “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, subject to the terms and conditions of the Lead
Securitization Servicing Agreement, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a
replacement Special Servicer in lieu thereof. Any designation by the Controlling Note Holder (or its Controlling Note Holder Representative)
of a Person to serve as Special Servicer shall be made by delivering to the other Note Holders, 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; provided,
that in the event the replacement Special Servicer does not have the Required Special Servicer Rating from any Rating Agency rating
a Non-Lead Securitization, a Rating Agency Confirmation will be required to be obtained with respect to such Rating Agency and
delivered to the related Non-Lead Securitization Note Holder. The Controlling Note Holder shall be solely responsible for any expenses
incurred in connection with any such replacement without cause. The Controlling Note Holder shall notify the other parties hereto
of its termination of the then currently serving Special Servicer and its appointment of a replacement Special Servicer in accordance
with this Section 7. If the Controlling Note Holder has not appointed a Special Servicer with respect to the Mortgage Loan as of
the consummation of the securitization under the Lead Securitization Servicing Agreement, then the initial Special Servicer designated
in the Lead Securitization Servicing Agreement shall serve as the initial Special Servicer but this shall not limit the right of
the Controlling Note Holder (or its


 






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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. The related Non-Controlling Note Holder shall
be solely responsible for reimbursing the Trustee’s or the Controlling Note Holder’s, as applicable, costs and expenses,
if not paid within a reasonable time by the terminated special servicer and, in the case of the Trustee, that would otherwise
be reimbursed to the Trustee from amounts on deposit in the Collection Account or Loan Combination Custodial 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, however, that to the extent any such amounts are received after 2:00
p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially reasonable efforts to deposit such amounts
into the applicable account within one (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, any Non-Lead Securitization Note
Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Securitization
Note Holder shall not be required to distribute any portion thereof to the Non-Lead Securitization Note Holders and the Non-Lead
Securitization Note Holders shall promptly on demand by the Lead Securitization Note Holder repay to the Lead Securitization Note
Holder any portion thereof that


 






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the Lead
Securitization Note Holder shall have theretofore distributed to the Non-Lead Securitization Note Holders, 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 a 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 Initial Note Holder shall have no liability to the other
Note Holders 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 Initial Note Holder.


 


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


 


Section
10.         Bankruptcy. Subject to Section 5(d), each Note Holder hereby covenants and agrees that only the Servicer 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


 






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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 Servicer, and not the Non-Lead Securitization Note Holders or any of their representatives,
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 Servicer as their agent, and grant to the Servicer an irrevocable power of attorney coupled
with an interest, and their proxy, for the purpose of exercising any and all rights and taking any and all actions available to
the Non-Lead Securitization Note Holders in connection with any case by or against the Mortgage Loan Borrower under the Bankruptcy
Code or in any other 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 Servicer, each Non-Lead Securitization Note Holder shall execute, acknowledge and deliver
to the Servicer all and every such further deeds, conveyances and instruments as the Servicer may reasonably request for the better
assuring and evidencing of the foregoing appointment and grant. All actions taken by the Servicer in connection with any Insolvency
Proceeding are subject to and must be in accordance with the Servicing Standard.


 


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


 


Section
12.        No Creation of a Partnership or Exclusive Purchase Right. Nothing contained in this Agreement, and no action
taken pursuant hereto shall be deemed to constitute the relationship created hereby between the Note Holders as a partnership,
association, joint venture or other entity. No Note Holder shall have any obligation whatsoever to offer to the other Note Holders
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 the


 






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other
Note Holders 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 the other Note Holders a participation interest
in any future loans originated by such Note Holder or its Affiliates.


 


Section
13.         Other Business Activities of the Note Holders. Each Note Holder acknowledges that the other Note Holders or
their Affiliates may make loans or otherwise extend credit to, and generally engage in any kind of business with, the Mortgage
Loan Borrower or any Affiliate thereof, any entity that is a holder of debt secured by direct or indirect ownership interests in
the Mortgage Loan Borrower or any entity that is a holder of a preferred equity interest in the Mortgage Loan Borrower (each, a
“Mortgage Loan Borrower 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, each 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
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 each 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 current rating of the securities issued pursuant to the
related Securitization. Notwithstanding the foregoing, without each non-transferring Note Holder’s prior consent (which will
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 each 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 the 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 Note A-1, together with
Note A-2, in accordance with the terms


 






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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 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 such 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 such other Note
Holder hereunder, but such Note Pledgee shall not be obligated to


 






    39


     


    

 


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 such 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 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;


 






    40


     


    

 


(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 the other Note Holder. To the extent the Trustee
or another party is appointed as Agent hereunder, each Note Holder hereby designates such person as its agent under this Section
15 solely for purposes of maintaining the Note Register.


 


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


 


Section
16.         Governing Law; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR
RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR


 






    41


     


    

 


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 SITTING IN THE BOROUGH OF MANHATTAN, AND APPELLATE
COURTS FROM ANY THEREOF;


 


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


 


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


 


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


 


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


 






    42


     


    

 


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.


 


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, the Certificate Administrator, the Master Servicer and the 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.


 


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


 


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


 


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


 


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


 


Section
24.         Withholding Taxes. (a) If the Lead Securitization Note Holder or the Mortgage Loan Borrower shall be required
by law to deduct and withhold Taxes from interest, fees or other amounts payable to 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.


 






    43


     


    

 


(b)       Each
Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) shall and hereby agrees to indemnify
the Lead Securitization Note Holder against and hold the Lead Securitization Note Holder harmless from and against any Taxes, interest,
penalties and attorneys’ fees and disbursements arising or resulting from any failure of the Lead Securitization Note Holder
to withhold Taxes from payment made to such Note Holder in reliance upon any representation, certificate, statement, document or
instrument made or provided by such Note Holder to the Lead Securitization Note Holder in connection with the obligation of the
Lead Securitization Note Holder to withhold Taxes from payments made to such Note Holder, it being expressly understood and agreed
that (i) the Lead Securitization Note Holder shall be absolutely and unconditionally entitled to accept any such representation,
certificate, statement, document or instrument as being true and correct in all respects and to fully rely thereon without any
obligation or responsibility to investigate or to make any inquiries with respect to the accuracy, veracity, correctness or validity
of the same and (ii) such Note Holder, upon request of the Lead Securitization Note Holder and at its sole cost and expense, shall
defend any claim or action relating to the foregoing indemnification using counsel selected by the Lead Securitization Note Holder.


 


(c)       Each
Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) represents (for the benefit of the
Mortgage Loan Borrower) that it is not a Non-Exempt Person and that neither the Lead Securitization Note Holder nor the Mortgage
Loan Borrower is obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise
pursuant to this Agreement. Contemporaneously with the execution of this Agreement and from time to time as necessary during the
term of this Agreement, each Note Holder (to the extent it is not the same entity as the Lead Securitization Note Holder) shall
deliver to the Lead Securitization Note Holder or Servicer, as applicable, evidence satisfactory to the Lead Securitization Note
Holder substantiating that such Note Holder is not a Non-Exempt Person and that the Lead Securitization Note Holder is not obligated
under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise under this Agreement.
Without limiting the effect of the foregoing, (i) if a Note Holder is created or organized under the laws of the United States,
any state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the
Lead Securitization Note Holder an Internal Revenue Service Form W-9 and (ii) if a 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 the related Non-Lead Securitization
Note Holder of such Note shall have furnished to the Lead Securitization Note Holder requested forms, certificates, statements
or documents.


 


Section
25.         Custody of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than the Non-Lead
Securitization Notes) (a) prior to the Lead


 






    44


     


    

 


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.


 


Section
26.         Cooperation in Securitization.


 


(a)       Each
Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization. In connection
with a Securitization and subject to the terms of the preceding sentence, at the request of the Lead Securitization Note Holder,
each Non-Lead Securitization Note Holder shall use reasonable efforts, at the Lead Securitization Note Holder’s expense,
to satisfy, and to cooperate with the Lead Securitization Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy,
the market standards to which the Lead Securitization Note Holder customarily adheres or that may be reasonably required in the
marketplace or by the Rating Agencies in connection with the Securitization, including, entering into (or consenting to, as applicable)
any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with the Lead Securitization Note Holder in
attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case,
as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however, that either
in connection with the Lead Securitization or otherwise at any time prior to the Lead Securitization, a Non-Lead Securitization
Note Holder shall not be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification,
as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount
of any payments due to or priority of such payments to, such Non-Lead Securitization Note Holder or (ii) materially increase such
Non-Lead Securitization Note Holder’s obligations or materially decrease such Non-Lead Securitization Note Holder’s
rights, remedies or protections. In connection with the Lead Securitization, each Non-Lead Securitization Note Holder agrees to
provide for inclusion in any disclosure document relating to the Lead Securitization such information concerning such Non-Lead
Securitization Note Holder and the related Non-Lead Securitization Note as the Lead Securitization Note Holder reasonably determines
to be necessary or appropriate, and each Non-Lead Securitization Note Holder covenants and agrees that it shall, at the Lead Securitization
Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and Lead Securitization Note Holder in
connection with the Lead Securitization (including, without limitation, reasonably cooperating with the Lead Securitization Noteholder
(without any obligation to make additional representations and warranties) to enable the Lead Securitization Noteholder to make
all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with
the Mortgage Loan and the Lead Securitization), as well as in connection with all other matters and the preparation of any offering
documents thereof and to review and respond reasonably promptly with respect to any information relating to such Non-Lead Securitization
Note Holder and the related Non-Lead Securitization Note in any Securitization document. Each Non-Lead Securitization Note Holder
acknowledges that the information provided by it to the Lead Securitization Note Holder may be incorporated into the offering documents
for the Lead Securitization. The Lead Securitization Note Holder and each Rating Agency shall be entitled to rely on the information
supplied by, or on behalf of, each


 






    45


     


    

 


Non-Lead
Securitization Note Holder. The Lead Securitization Note Holder will reasonably cooperate with each Non-Lead Securitization Note
Holder by providing all information reasonably requested that is in the Lead Securitization Note Holder’s possession in
connection with such Non-Lead Securitization Note Holder’s preparation of disclosure materials in connection with a Securitization.


 


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


 


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


 


Prior to Securitization
of a 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 the related 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 related Non-Controlling Note Holder Representative and, when so delivered
to the related Non-Controlling Note Holder Representative, the Lead Securitization Note Holder (or the Master Servicer or the Special
Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder
or under the Lead Securitization Servicing Agreement. Following Securitization of a Non-Lead Securitization Note, all notices,
reports, information or other deliverables required to be delivered to the related Non-Lead Securitization Note Holder or the related
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.


 






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Section
29.         Certain Matters Affecting the Agent.


 


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


 


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


 


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


 


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


 


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


 


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


 


(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, 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.


 






    47


     


    

 


Section
32.         Resizing. Notwithstanding any other provision of this Agreement, for so long as an Initial Note Holder or
an affiliate thereof (an “Initial Owner Entity”) is the owner of a Non-Lead Securitization Note (the “Owned
Note”), such Initial Owner Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause
the Mortgage Loan Borrower to execute amended and restated notes or additional notes (in either case, “New Notes”)
reallocating the principal of such Owned Note to such New Notes or severing such 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 aggregate principal of
such 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 Initial Owner Entity holding the New Notes shall notify the Lead Securitization Note Holder, the
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations and
principal amounts. Except for the foregoing reallocation or severance and for modifications pursuant to the Lead Securitization
Servicing Agreement (as discussed in Section 5), no Note may be modified or amended without the consent of its holder and the consent
of the holder of the other Note. In connection with the foregoing (provided the conditions set forth in (i) through (iv) above
are satisfied, as certified by the applicable Initial Owner Entity, on which certification the Master Servicer can rely), the Master
Servicer is hereby authorized and directed to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of
any or all of the Note Holders, as applicable, solely for the purpose of reflecting such reallocation of principal (which may include
the amendment or addition of applicable defined terms to reflect the New Notes) or such severing of such Owned Note. If an Owned
Note is severed into “component” notes, such component notes shall each have the same rights as the related Owned Note.
For the avoidance of doubt, Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate
the terms of this Section 32.


 


[SIGNATURE PAGE FOLLOWS]








 






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


 





	 	CITI REAL ESTATE FUNDING INC., as 

Initial Note A-1 Holder
	 	 	 
	 	By:	/s/ Richard Simpson
	 	 	Name: Richard Simpson
	 	 	Title:    Vice President



 


	 	CITI REAL ESTATE FUNDING INC., as 

Initial Note
    A-2 Holder
	 	 	 
	 	By:	/s/ Richard Simpson
	 	 	Name: Richard Simpson
	 	 	Title:    Vice President




  





(Co-Lender
Agreement – Pace Gallery Mortgage Loan)


 



    


     


    







  





EXHIBIT A


 


MORTGAGE LOAN SCHEDULE


 


Description of Mortgage Loan


 


	Mortgage Loan Borrower:	Wenat Realty Associates L.P.
	Date of Mortgage Loan:	January 23, 2019
	Original Principal Amount of Mortgage Loan:	$90,000,000.00
	Date of Note A-1 and Note A-2	January 23, 2019
	Initial Note A-1 Principal Balance:	$50,000,000.00
	Initial Note A-2 Principal Balance:	$40,000,000.00
	Location of Mortgaged Property:	New York, New York
	Initial Maturity Date:	February 6, 2029





 






    A-1


     


    

 


EXHIBIT B


 


1.       Note
A-1 Holder:


 


(Prior to Securitization of Note A-1):


 


Citi Real Estate Funding Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Raul Orozco


Facsimile number: (347) 394-0898


 


with copies to:


 


Citi Real Estate Funding Inc.

390 Greenwich Street

New York, New York 10013

Attention: Richard Simpson


Facsimile number: (646) 328-2943


 


with an electronic copy emailed to: richard.simpson@citi.com


 


and


 

Citi Real Estate Funding Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor


Facsimile number: (646) 862-8988


 


with an electronic copy emailed to: ryan.m.oconnor@citi.com


 


(Following Securitization of Note A-1):


 


		(i)	Depositor:



GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison

E-mail: leah.nivison@gs.com



 


with a copy to:


 


Joe Osborne





200 West Street


 






    B-1


     


    

 


New York, New York 10282





E-mail: joe.osborne@gs.com


 


		(ii)	Master Servicer:



 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 S. Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention: GS 2019-GC38 Asset Manager

Telecopy Number: (704) 715-0036

E-mail: commercial.servicing@wellsfargo.com



with a copy to:



Wells Fargo Bank, National Association Legal Department

301 S. College St., TW-30

Charlotte, North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support

Reference: GS 2019-GC38


 


with a copy to:



K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Facsimile Number: (704) 353-3190


 


		(iii)	Special Servicer:



 


Midland Loan Services, a Division of PNC Bank, National
Association, 10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head,

Fax number: 1-888-706-3565


 


with a copy to


 






    B-2


     


    

 


Stinson Leonard Street LLP

1201 Walnut Street

Suite 2900

Kansas City, Missouri 64106-2150

Fax Number: (816) 412-9338

Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com


 


		(iv)	Trustee:



 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware, 19890

Attention: CMBS Trustee – GS 2019-GC38


 


with a copy to


 


Facsimile number: (302) 636-4140

Email: cmbstrustee@wilmingtontrust.com


 


		(v)	Certificate Administrator:



 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

GS Mortgage Securities Trust 2019-GC38

Fax number: (410) 715-2380


 


with a copy to


 


E-Mail: cts.cmbs.bond.admin@wellsfargo.com, and
to

 trustadministrationgroup@wellsfargo.com


 


		(vi)	Asset Representations Reviewer and Operating Advisor:



 


Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: GSMS 2019-GC38 Transaction Manager

With a copy sent via e-mail to: notices@pentalphasurveillance.com with GSMS 2019-GC38 in the subject line


 


with a copy to


 






    B-3


     


    

 


Bass, Berry & Sims PLC

150 Third Avenue South

Suite 2800

Nashville, Tennessee 37201

Attention: Jay H. Knight

E-mail: jknight@bassberry.com




 



    B-4


     


    










 


EXHIBIT C


 


PERMITTED FUND MANAGERS


 


		1.	Westbrook Partners






		2.	DLJ Real Estate Capital Partners






		3.	iStar Financial Inc.



 


		4.	Capital Trust, Inc.






		5.	Lend-Lease Real Estate Investments






		6.	Archon Capital, L.P.






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






		8.	The Blackstone Group International Ltd.






		9.	Apollo Real Estate Advisors






		10.	Colony Capital, Inc.






		11.	Praedium Group






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





		21.	Raith Capital Partners, LLC






		22.	Eightfold Real Estate Capital, L.P.






		23.	Perella Weinberg Partners






		24.	Square Mile Capital Management LLC



 






    C-1