Exhibit 4.5


 








EXECUTION
VERSION


 




CO-LENDER AGREEMENT


 


Dated as of February 27, 2019




by and between


 


GOLDMAN SACHS BANK USA

(Initial Note A-1 Holder)


 


and


 


GOLDMAN SACHS BANK USA

(Initial Note A-2 Holder)


 


365 Bond


 






     


    


    

 





TABLE OF CONTENTS


 





	 	 	Page
	Section 1	Definitions	1
	Section 2	Servicing of the Mortgage Loan	16
	Section 3	Priority of Payments	21
	Section 4	Workout	22
	Section 5	Administration of the Mortgage Loan	22
	Section 6	Appointment of Controlling Note Holder Representative and Non-Controlling Note Holder Representative	26
	Section 7	Appointment of Special Servicer	28
	Section 8	Payment Procedure	29
	Section 9	Limitation on Liability of the Note Holders	30
	Section 10	Bankruptcy	30
	Section 11	Representations of the Note Holders	30
	Section 12	No Creation of a Partnership or Exclusive Purchase Right	31
	Section 13	Other Business Activities of the Note Holders	31
	Section 14	Sale of the Notes	31
	Section 15	Registration of the Notes and Each Note Holder	34
	Section 16	Governing Law; Waiver of Jury Trial	35
	Section 17	Submission To Jurisdiction; Waivers	35
	Section 18	Modifications	36
	Section 19	Successors and Assigns; Third Party Beneficiaries	36
	Section 20	Counterparts	36
	Section 21	Captions	37
	Section 22	Severability	37
	Section 23	Entire Agreement	37
	Section 24	Withholding Taxes	37
	Section 25	Custody of Mortgage Loan Documents	38
	Section 26	Cooperation in Securitization	38
	Section 27	Notices	40
	Section 28	Broker	40
	Section 29	Certain Matters Affecting the Agent	40
	Section 30	Reserved	41
	Section 31	Resignation of Agent	41
	Section 32	Resizing	41







 






    i 


    


    

 







THIS CO-LENDER AGREEMENT
(this “Agreement”), dated as of February 27, 2019 by and between GOLDMAN SACHS BANK USA (“GS Bank”
and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the “Initial
Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”) and GS Bank
together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the “Initial
Note A-2 Holder” and, together with the Initial Note A-1 Holder, the “Initial Note Holders”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Mortgage Loan Agreement (as defined herein), GS Bank originated a certain loan described on the schedule attached hereto as
Exhibit A (the “Mortgage Loan Schedule”) (the “Mortgage Loan”) to the mortgage loan borrower
described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which was evidenced, inter alia,
by a promissory note, dated as of November 28, 2018, in the original principal amount of $110,000,000 (the “Original Note”)
made by the Mortgage Loan Borrower in favor of GS Bank, and secured by a first mortgage (as amended, modified or supplemented,
the “Mortgage”) on certain real property located as described on the Mortgage Loan Schedule (the “Mortgaged
Property”);


 


WHEREAS, pursuant to
the Mortgage Loan Agreement, the Original Note was split into two promissory notes (as amended, modified or supplemented, the “Notes”)
and the Mortgage Loan Borrower has executed and delivered to GS Bank (i) one promissory note in the original principal amount of
$65,000,000 (“Note A-1”) made by the Mortgage Loan Borrower in favor of the Initial Note A-1 Holder (“Initial Note A-1”)
and (ii) one promissory note in the original principal amount of $45,000,000 (“Note A-2”) made by the Mortgage
Loan Borrower in favor of the Initial Note A-2 Holder (“Initial Note A-2”); 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. References to a “Section” or the “recitals” are, unless otherwise specified,
to a Section or the recitals of this Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed
thereto in the Lead Securitization Servicing Agreement. Whenever used in this Agreement, the following terms shall have the respective
meanings set forth below unless the context clearly requires otherwise.


 


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


 






     


    


    

 


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


 


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


 


“Agreement”
shall mean this Agreement between Note Holders, 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 Review”
shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or such other analogous term used in
any Non-Lead Securitization Servicing Agreement, as applicable.


 


“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.


 


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


 


“Balloon Payment”
shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement.


 


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


 


“CDO Asset Manager”
with respect to any Securitization Vehicle 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.


 






    2 


    


    

 


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


 


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


 


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


 


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


 


“Controlling
Note Holder” shall mean the Note A-1 Holder; provided that at any time Note A-1 is included in a Securitization,
references to the “Controlling Note Holder” herein shall mean the 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 Lead Securitization Servicing Agreement.


 


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


 


“Control Termination
Event” shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing
Agreement.


 


“Consultation
Termination Event” shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization
Servicing Agreement.


 


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


 


“Depositor”
shall mean GS Mortgage Securities Corporation II, and its successors and assigns.


 


“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.


 


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


 


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


 


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


 


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


 






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“Initial Note
A-1” 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” 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).


 


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


 


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


 


“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.


 






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“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 the GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38,
by and among (a) the Depositor, (b) the Master Servicer, (c) the Special Servicer, (d) the Certificate Administrator, (e) the Trustee,
(f) the Operating Advisor and (g) the Asset Representations Reviewer. 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” as defined in the Lead
Securitization Servicing Agreement or such other analogous term used in the Lead Securitization Servicing Agreement.


 


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


 


“Liquidation
Fee” shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing
Agreement.


 


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


 


“Major Decisions”
shall have the meaning given to such term or any one or more analogous terms 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:


 


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


 


(ii)        any
modification, consent to a modification or waiver of any monetary term (other than late fees and default interest) or material
non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of the Mortgage
Loan or any extension of the maturity date of the Mortgage Loan;


 


(iii)       following
a default or an event of default with respect to the Mortgage Loan, any exercise of remedies, including the acceleration of the
Mortgage Loan or initiation of any proceedings, judicial or otherwise, under the related Mortgage Loan Documents;


 


(iv)       any
sale of the Mortgage Loan (when it is a Defaulted Loan) or REO Property for less than the applicable Purchase Price (as defined
in the Lead Securitization Servicing Agreement);


 






    5 


    


    

 


(v)        any
determination to bring a Mortgaged Property or an REO Property into compliance with applicable environmental laws or to otherwise
address any Hazardous Materials (as defined in the Lead Securitization Servicing Agreement) located at a Mortgaged Property or
an REO Property;


 


(vi)       any
release of material collateral or any acceptance of substitute or additional collateral for the Mortgage Loan or any consent to
either of the foregoing, other than if required pursuant to the specific terms of the related Mortgage Loan Documents and for
which there is no lender discretion;


 


(vii)      any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Mortgage Loan or any consent
to such a waiver or consent to a transfer of a Mortgaged Property or interests in the borrower;


 


(viii)     any
incurrence of additional debt by a borrower or any mezzanine financing by any beneficial owner of a borrower (to the extent that
the lender has consent rights pursuant to the related Mortgage Loan Documents);


 


(ix)        any
material modification, waiver or amendment of an intercreditor agreement, co-lender agreement or similar agreement with any mezzanine
lender or subordinate debt holder related to the Mortgage Loan, or any action to enforce rights (or decision not to enforce rights)
with respect thereto, or any material modification, waiver or amendment thereof;


 


(x)         any
property management company changes, including, without limitation, approval of the termination of a manager and appointment of
a new property manager or franchise changes (in each case, if the lender is required to consent or approve such changes under
the Mortgage Loan Documents);


 


(xi)        releases of any material amounts from any escrow accounts, reserve funds or letters of credit, in each case, held as performance
escrows or reserves, other than those required pursuant to the specific terms of the related Mortgage Loan Documents and for which
there is no lender discretion;


 


(xii)       any
acceptance of an assumption agreement releasing a borrower, guarantor or other obligor from liability under the Mortgage Loan
other than pursuant to the specific terms of such Mortgage Loan and for which there is no lender discretion;


 


(xiii)      any
determination of an Acceptable Insurance Default (as defined in the Lead Securitization Servicing Agreement);


 


(xiv)     any
determination by the Master Servicer to transfer the Mortgage Loan to the Special Servicer under the circumstances described in
clause (iii) of the definition of “Servicing Transfer Event” (as defined in the Lead Securitization Servicing Agreement);
or


 






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


 


“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.


 


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


 


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


 


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


 


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


 


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


 


“Mortgage Loan
Agreement” shall mean the Loan Agreement, dated as of November 28, 2018, among the Mortgage Loan Borrower, as borrower,
and Goldman Sachs Mortgage Company, as lender, as may be 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.


 






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“Non-Controlling
Note Holder” means the Note A-2 Holder; provided that at any time Note A-2 is included in a Securitization, references
to the “Non-Controlling Note Holder” herein shall mean the Non-Lead Securitization Subordinate Class Representative
or any other party assigned the rights to exercise the rights of the “Non-Controlling Note Holder” hereunder, as and
to the extent provided in the related 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; provided that if at any time 50%
or more of Note A-1 is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, no person shall be entitled
to exercise the rights of the Controlling Note Holder. The Lead Securitization Note Holder (or the Master Servicer or the Special
Servicer acting on its behalf) shall not be required at any time to deal with more than one party exercising the rights of the
“Non-Controlling Note Holder” herein or under the Lead Securitization Servicing Agreement and, (x) to the extent that
the related Non-Lead Securitization Servicing Agreement assigns such rights to more than one party or (y) to the extent Note A-2
is split into two or more New Notes pursuant to Section 32, for purposes of this Agreement, the Non-Lead Securitization Servicing
Agreement or the holders of such New Notes shall designate one party to deal with Lead Securitization Note Holder (or the Master
Servicer or the Special Servicer acting on its behalf) and provide written notice of such designation to the Lead Securitization
Note Holder (and the Master Servicer and the Special Servicer acting on its behalf); provided that, in the absence of such
designation and notice, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf)
shall be entitled to treat the last party as to which it has received written notice as having been designated as the Non-Controlling
Note Holder, as the Non-Controlling Note Holder for all purposes of this Agreement. As of the date hereof and until further notice
from the Non-Lead Securitization Note Holder (or the Non-Lead Master Servicer or another party acting on its behalf), the Initial
Note A-2 Holder is the Non-Controlling Note Holder.


 


Prior to Securitization
of the Non-Lead Securitization Note (including any New Notes), all notices, reports, information or other deliverables required
to be delivered to the Non-Lead Securitization Note Holder or the 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 Non-Controlling Note Holder Representative and, when so delivered to the
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 the Non-Lead Securitization Note, all notices, reports,
information or other deliverables required to be delivered to the Non-Lead Securitization Note Holder or the 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 Non-Lead Master Servicer and the 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 Non-Lead Securitization Servicing Agreement) and, when so delivered to the Non-Lead Master Servicer and the 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.


 






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“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 “asset representations reviewer” or other analogous term under the
Non-Lead Securitization Servicing Agreement.


 


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


 


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


 


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


 


“Non-Lead Securitization”
shall mean the Securitization of Note A-2 in a Securitization Trust to be designated by the Initial Note A-2 Holder.


 


“Non-Lead Securitization
Note” shall mean Note A-2.


 


“Non-Lead Securitization
Note Holder” shall mean the Note A-2 Holder.


 


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


 


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


 


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


 


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


 


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


 






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“Non-Securitizing
Note Holder” shall mean, with respect to a Securitization, each Note Holder that is not a Securitizing Note Holder with
respect to such Securitization.


 


“Nonrecoverable
Property Protection Advance” shall have the meaning given to such term or any one or more analogous terms in the 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 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.


 


“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.


 


“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.


 


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


 


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


 


“Owned Note”
shall have the meaning assigned to such term in Section 32.


 


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


 






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“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.


 


“Periodic Payment”
shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement.


 


“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).


 


“Property Protection
Advances” shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing
Agreement.


 


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


 


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


 


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


 


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


 


(c)          
one or more of the following:


 


(i)         an
insurance company, bank, savings and loan association, investment bank, trust company, commercial credit corporation, pension
plan,


 



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


 


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


 


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


 






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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) (other than clause (c)(iii)) above or that is the subject
of a Rating Agency Confirmation as a Qualified Institutional Lender for purposes of this Agreement from each of the Rating Agencies
engaged by the Depositor and any Non-Lead Depositor to rate the securities issued by the related Securitization Trust.


 


“Qualified Trustee”
means any Person that is (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 and (ii) an institution whose long-term senior unsecured debt is rated at least
“A” (or its equivalent) by 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 prior to a Securitization with respect to any matter, confirmation in writing (which may be
in electronic form) by each applicable Rating Agency that a proposed action, failure to act or other event so specified will not,
in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any class of certificates
(if then rated by the Rating Agency); provided that a written waiver or other acknowledgment from the Rating Agency indicating
its decision not to review the matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy the requirement
for the Rating Agency Confirmation from each Rating Agency with respect to such matter and after a Securitization, the meaning
given thereto or any analogous term in the Lead Securitization Servicing Agreement including any deemed Rating Agency Confirmation.


 


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


 






    13 


    


    

 


“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 provided by the
Commission or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time, 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 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 acting as special servicer for one or more loans included in a commercial mortgage loan securitization that
was rated by DBRS prior to the date of determination, and DBRS has not cited servicing concerns of such special servicer as the
sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status”
in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by such special servicer prior to
the time of determination, and (vi)  in the case of 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.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“Servicing Fee”
shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement.


 


“Servicing Fee
Rate” shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing
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 and this Agreement.


 


“Special Servicing
Fee” shall have the meaning given to such term or any one or more analogous terms 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


 



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


 


“Whole Loan
Custodial Account” shall mean the “Whole Loan Custodial Account” established for the Mortgage Loan pursuant
to the Lead Securitization Servicing Agreement.


 


“Workout Fees”
shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement.


 


Section 2.           
Servicing of the Mortgage Loan.


 


(a)        Each
Note Holder acknowledges and agrees that, subject in each case to this Agreement, the Mortgage Loan shall be serviced from and
after the Securitization Date pursuant to the Lead Securitization Servicing Agreement; provided that the Master Servicer
shall not be obligated to advance monthly payments of principal or interest in respect of any Note other than the Lead Securitization
Note 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 any provisions
governing the determination of non-recoverability. 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, Operating Advisor, Certificate Administrator and the Trustee under the Lead Securitization Servicing Agreement by the
Depositor and the appointment of the initial Special Servicer by the Controlling Note Holder as may be replaced pursuant to the
terms of the Lead Securitization Servicing Agreement and agrees to reasonably cooperate with the Master Servicer and the Special
Servicer with respect to the servicing of the Mortgage Loan in accordance with the Lead Securitization Servicing Agreement. Each
Note Holder hereby irrevocably appoints the Master Servicer, the Special Servicer and the Trustee in the Lead Securitization as
such Note Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing
of the Mortgage Loan on its behalf under the Lead Securitization Servicing Agreement (subject at all times to the rights of 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 against the other 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 and applicable


 



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


 


(b)        The
Master Servicer shall be the master servicer on the Mortgage Loan, and from time to time it (or the Trustee, to the extent provided
in the Lead Securitization Servicing Agreement) (i) shall be required to make Property Protection 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 Protection Advance, first from funds on deposit in the Whole Loan Custodial Account for the Mortgage Loan
that (in any case) represent amounts received on or in respect of the Mortgage Loan, and then, in the case of Nonrecoverable
Property Protection Advances, if such funds on deposit in the Whole Loan Custodial Account are insufficient, from general collections
of the Lead Securitization as provided in the Lead Securitization Servicing Agreement and from general collections of the 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 Protection Advance or a Nonrecoverable Property Protection 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 Protection Advances, from general collections of the Non-Lead Securitization
as provided below. 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 Protection Advance or any advance interest
amounts on a Property Protection Advance or a Nonrecoverable Property Protection Advance, the 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


 



    17 


    


    

 


Lead Securitization for its pro rata share of such Nonrecoverable
Property Protection Advance or advance interest amounts.


 


In addition, the Non-Lead
Securitization Note Holder (including, but not limited to, any 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 the Non-Lead Securitization
Note Holder’s pro rata share of any additional trust fund expenses with respect to the Mortgage Loan and the Mortgaged
Property, any other fees, costs or expenses incurred in connection with the servicing and administration of the Mortgage Loan as
to which the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Depositor,
as applicable, is entitled to be reimbursed pursuant to the Lead Securitization Servicing Agreement and any costs, fees and expenses
related to obtaining any Rating Agency Confirmation, to the extent amounts on deposit in the Whole Loan Custodial Account that
are allocated to the Non-Lead Securitization Note are insufficient for reimbursement of such amounts. The 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 Whole Loan Custodial Account that are allocated
to the Non-Lead Securitization Note are insufficient for reimbursement of such amounts, the 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 the 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).


 


The master servicer under
the Non-Lead Securitization (the “Non-Lead Master Servicer”) may be required to make P&I Advances on the
Non-Lead Securitization Note, from time to time, subject to the terms of the servicing agreement for the related Securitization
(the “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. The Non-Lead Master Servicer and the special servicer and the trustee
under the Non-Lead Securitization Servicing Agreement (respectively, the “Non-Lead Special Servicer” and the
“Non-Lead Trustee”), as applicable, shall be entitled to make their own recoverability determination with respect
to a P&I


 



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Advance to be made on the Non-Lead Securitization Note based on the information that they have on hand and in accordance
with the Non-Lead Securitization Servicing Agreement. The Master Servicer and the Trustee, as applicable, and the Non-Lead Master
Servicer or the Non-Lead Trustee shall be required to notify the other of the amount of its P&I Advance within two business
days of making such advance. If the Master Servicer, the Special Servicer or the Trustee, as applicable (with respect to the Lead
Securitization Note) or the Non-Lead Master Servicer, Non-Lead Special Servicer or the Non-Lead Trustee, as applicable (with respect
to the Non-Lead Securitization Note), determines that a proposed P&I Advance, if made, would be non-recoverable or an outstanding
P&I Advance is or would be non-recoverable, or if the Master Servicer, the Special Servicer or the Trustee, as applicable,
subsequently determines that a proposed Property Protection Advance would be non-recoverable or an outstanding Property Protection
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
the Non-Lead Master Servicer or the Non-Lead Trustee (as provided in the Non-Lead Securitization Servicing Agreement, in the case
of the a determination of non-recoverability by the Non-Lead Master Servicer, the Non-Lead Special Servicer or the Non-Lead Trustee)
shall notify the Master Servicer and the Trustee, or the Non-Lead Master Servicer and the Non-Lead Trustee, as the case may be,
of the other Securitization within two business days of making such determination. Each of the Master Servicer, the Trustee, the
Non-Lead Master Servicer and the Non-Lead Trustee, as applicable, will only be entitled to reimbursement for a P&I Advance
and advance interest thereon that becomes non-recoverable first from the Whole Loan 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 the Non-Lead Securitization Note, from general collections of the related Securitization Trust, as and
to the extent provided in the Non-Lead Securitization Servicing Agreement.


 


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


 


(i)           
the Non-Lead Securitization Note Holder shall be responsible for its pro rata share of any Property Protection 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 Protection Advances or additional trust fund expenses, (A) the 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 Non-Lead Securitization Servicing Agreement for the
Non-Lead Securitization Note Holder’s pro rata share of any such Nonrecoverable Property Protection Advances (together
with advance interest thereon)


 



    19 


    


    

 


and/or additional trust fund expenses (including compensation due to the Master Servicer and the
Special Servicer to the extent related to the servicing and administration of the Mortgage Loan and the Mortgaged Property), and
(B) if the Lead Securitization Servicing Agreement permits the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee to reimburse itself from the Lead Securitization Trust’s general account, then the Master Servicer, the Special
Servicer, the Certificate Administrator or the Trustee, as applicable, may do so, and the 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 Non-Lead Securitization Servicing
Agreement for the Non-Lead Securitization Note Holder’s pro rata share of any such Nonrecoverable Property Protection
Advances (together with advance interest thereon) and/or additional trust fund expenses (including compensation due to the Master
Servicer and the Special Servicer to the extent related to the servicing and administration of the Mortgage Loan and the Mortgaged
Property);


 


(ii)           each
of the Indemnified Parties shall be indemnified (as and to the same extent the Lead Securitization Trust is required to indemnify
each of such Indemnified Parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of
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 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 Whole Loan Custodial
Account that are allocated to the Non-Lead Securitization Note are insufficient for reimbursement of such amounts, the Non-Lead
Master Servicer will be required to reimburse each of the applicable Indemnified Parties for the 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 Non-Lead Securitization Servicing Agreement;


 


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


 


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


 






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(d)        The
Lead Securitization Note Holder shall cause the Lead Securitization Servicing Agreement to provide that any matter affecting the
servicing and administration of the Mortgage Loan that requires delivery of a Rating Agency Confirmation pursuant to the Lead
Securitization Servicing Agreement shall also require delivery of a Rating Agency Confirmation under the related Non-Lead Securitization
Servicing Agreement.


 


Section 3.          
Priority of Payments. Each Note shall be of equal priority, and no portion of either 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 Periodic 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 Protection 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, (ii) any Servicing Fees
due to the Master Servicer in excess of the Non-Lead Securitization Note’s pro rata share of that portion of such
Servicing Fees calculated at the Servicing Fee Rate applicable to the Mortgage Loan as set forth in the Lead Securitization Servicing
Agreement) to any Servicer (or the Trustee as successor to the Servicer), with respect to the Mortgage Loan pursuant to the Lead
Securitization Servicing Agreement (including without limitation, any additional trust fund expenses relating to the Mortgage Loan
(but subject to second paragraph of Section 5(d) hereof) and any Special Servicing Fees, Liquidation Fees, Workout Fees, Penalty
Charges (to the extent provided in the immediately following paragraph), amounts paid by the Borrower in respect of modification
fees or assumption fees 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 Protection Advances and reimbursement of any Property Protection
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, Non-Lead Master Servicer or 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 the 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)


 



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


 



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obligation to follow the Servicing Standard (in
the case of the Master Servicer or the Special Servicer) or any liability for failure to do so).


 


Upon the Mortgage Loan
becoming a Defaulted Loan, the Non-Lead Securitization Note Holder 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) to sell the Non-Lead Securitization
Note together with the Lead Securitization Note 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 Non-Lead Securitization
Note together with the Lead Securitization Note in the manner set forth in the Lead Securitization Agreement. 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 Loan without the written consent of the Non-Controlling
Note Holder ( provided that such consent is not required if the Non-Controlling Note Holder is the Mortgage Loan Borrower or an
affiliate of the Mortgage Loan Borrower) unless the Special Servicer has delivered to the 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 the 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 the 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 and Servicer in connection with the proposed sale; provided, that such Non-Controlling Note Holder may waive
any of the delivery or timing requirements set forth in this sentence. Subject to the terms of the Lead Securitization Servicing
Agreement, each of the Controlling Note Holder, the Controlling Note Holder Representative, the Non-Controlling Note Holder and
the 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.


 


The 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 Non-Lead Securitization Note. The Non-Lead Securitization Note Holder further agrees that, upon the
request of the Lead Securitization Note Holder, the Non-Lead Securitization Note Holder shall execute and deliver to or at the
direction of Lead Securitization Note Holder such powers of attorney or other instruments as the Lead Securitization Note Holder
may reasonably request to better assure and evidence the foregoing appointment and grant, in each case promptly following request,
and shall deliver the 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.


 






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The authority of the
Lead Securitization Note Holder to sell a Non-Lead Securitization Note, and the obligations of the related Non-Lead Securitization
Note Holder to execute and deliver instruments or deliver the related Non-Lead Securitization Note upon request of the Lead Securitization
Note Holder, shall terminate and cease to be of any further force or effect upon the date, if any, upon which Lead Securitization
Note is repurchased by the Initial Note A-1 Holder from the trust fund established under the Lead Securitization Agreement in connection
with a material breach of representation or warranty made by the Initial Note A-1 Holder with respect to Lead Securitization Note
or material document defect with respect to the documents delivered by the Initial Note A-1 Holder with respect to 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 the Lead Securitization Servicing Agreement. The servicing
of the Mortgage Loan shall be carried out by the Master Servicer and, if the Mortgage Loan is a Specially Serviced Loan (or to
the extent otherwise provided in the Lead Securitization Servicing Agreement), by the Special Servicer, in each case pursuant
to the Lead Securitization Servicing Agreement. Notwithstanding anything to the contrary contained herein, in accordance with
the Lead Securitization Servicing Agreement, the Lead Securitization Note Holder shall cause the Master Servicer and the Special
Servicer to service and administer the Mortgage Loan in accordance with the Servicing Standard, taking into account the interests
of 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 adversely affect any Non-Lead Securitization
Note Holder in its capacity as Non-Lead Securitization Note Holder. 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 their 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 Lead Securitization Subordinate Class Representative under the Lead Securitization Servicing
Agreement with respect to the other mortgage loans included in the Lead Securitization, without limitation, the right to consent
and/or consult regarding Major Decisions and other servicing matters, the right to advise (1) the Special Servicer with respect
to all Specially Serviced Loans and (2) the Special Servicer with respect to non-Specially Serviced Loans as to all matters for
which the Master Servicer must obtain the consent or deemed consent of the Special Servicer, and the right to direct the Special
Servicer to take, or to refrain from taking, such other actions with respect to the Mortgage Loan as the Lead Securitization Subordinate
Class Representative may deem advisable or as to which provision is


 



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otherwise made therein, in each case subject to the terms and
conditions of the Lead Securitization Servicing Agreement (including the Servicing Standard).


 


(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 the Non-Controlling
Note Holder (or its Non-Controlling Note Holder Representative), within the same time frame it is required to provide 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 the 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, the 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 the 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 the 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 required to be
provided to the Lead Securitization Subordinate Class Representative, 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 the Non-Controlling Note Holder (or
its Non-Controlling Note Holder Representative), whether or not the 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 the Non-Controlling Note Holder
(or its Non-Controlling Note Holder Representative) set forth in the immediately preceding sentence, the Lead Securitization Note
Holder (or 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 Servicer or Special Servicer,
acting on its behalf) be obligated at any time to follow or take any alternative actions recommended by the Non-Controlling Note
Holder (or its Non-Controlling Note Holder Representative).


 


In addition to the consultation
rights of the Non-Controlling Note Holder (or its Non-Controlling Note Holder Representative) provided in the immediately preceding
paragraph,


 



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the Non-Controlling Note Holder shall have the right to attend annual meetings (either telephonically or in person,
in the discretion of the Servicer) with the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting
on its behalf) at the offices of the Master Servicer or the Special Servicer, as applicable, upon reasonable notice and at times
reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage
Loan are discussed.


 


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


 


Anything herein or in
the Lead Securitization Servicing Agreement to the contrary notwithstanding, in the event that one of the Notes is included in
a REMIC and 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.


 


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


 



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each case, act through the Controlling Note Holder Representative. The Controlling
Note Holder Representative may be any Person (other than the Mortgage Loan Borrower, its principal or any Affiliate of the Mortgage
Loan Borrower), including, without limitation, the Controlling Note Holder, any officer or employee of the Controlling Note Holder,
any affiliate of the Controlling Note Holder or any other unrelated third party. No such Controlling Note Holder Representative
shall owe any fiduciary duty or other duty to any other Person (other than the Controlling Note Holder). All actions that are permitted
to be taken by the Controlling Note Holder under this Agreement may be taken by the Controlling Note Holder Representative acting
on behalf of the Controlling Note Holder. No Servicer, Operating Advisor, Trustee or Certificate Administrator acting on behalf
of the Lead Securitization Note Holder shall be required to recognize any Person as a Controlling Note Holder Representative until
the Controlling Note Holder has notified each Servicer, Operating Advisor, Trustee and Certificate Administrator of such appointment
and, if the Controlling Note Holder Representative is not the same Person as the Controlling Note Holder, the Controlling Note
Holder Representative provides each Servicer, Operating Advisor, Trustee and Certificate Administrator with written confirmation
of its acceptance of such appointment, an address and facsimile number for the delivery of notices and other correspondence and
a list of officers or employees of such person with whom the parties to this Agreement may deal (including their names, titles,
work addresses and facsimile numbers). The Controlling Note Holder shall promptly deliver such information to each Servicer, Operating
Advisor, Trustee and Certificate Administrator. So long as no Consultation Termination Event (including any such deemed event)
is in effect pursuant to the terms of the Lead Securitization Servicing Agreement, the Controlling Note Holder Representative shall
be the Lead Securitization Subordinate Class 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, 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.


 






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(c)        The Non-Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise
of its rights and obligations with respect to the Mortgage Loan (the “Non-Controlling Note Holder Representative”).
All of the provisions relating to 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 the Non-Controlling Note Holder and the 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.


 


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, subject to the terms 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 Controlling Note Holder (or its Controlling Note Holder Representative) of a Person to serve as Special Servicer
shall be made by delivering to the other Note Holder, the Master Servicer, the then existing Special Servicer and other parties
to the Lead Securitization Servicing Agreement a written notice stating such designation and satisfying the other conditions to
such replacement as set forth in the Lead Securitization Servicing Agreement (including, without limitation, a Rating Agency Confirmation,
if required by the terms of the Lead Securitization Servicing Agreement), if any. The Controlling Note Holder shall be solely responsible
for any expenses incurred in connection with any such replacement without cause. The Controlling Note Holder shall notify the other
parties hereto of its termination of the then currently serving Special Servicer and its appointment of a replacement Special Servicer
in accordance with this Section 7. If the Controlling Note Holder has not appointed a Special Servicer with respect to the Mortgage
Loan as of the consummation of the securitization under the Lead Securitization Servicing Agreement, then the initial Special Servicer
designated in the Lead Securitization Servicing Agreement shall serve as the initial Special Servicer but this shall not limit
the right of the Controlling Note Holder (or its Controlling Note Holder Representative) to designate a replacement Special Servicer
for the Mortgage Loan as aforesaid. If a Servicer Termination Event on the part of the Special Servicer has occurred that affects
the Non-Controlling Note Holder, the 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 the 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 the 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 the Non-Controlling Note Holder. In
connection with such termination and appointment, the Non-Controlling Note Holder shall be solely responsible for reimbursing the
Trustee’s or the Controlling Note


 



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Holder’s, as applicable, costs and expenses, if not paid within a reasonable time
by the terminated special servicer and, in the case of the Trustee, that would otherwise be reimbursed to the Trustee from amounts
on deposit in the Collection Account.


 


Section 8.           
Payment Procedure.


 


(a)        The
Lead Securitization Note Holder, in accordance with the priorities set forth in Section 3 and subject to the terms of the Lead
Securitization Servicing Agreement, will deposit or cause to be deposited all payments allocable to the Notes to the Whole Loan
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 two Business
Days after receipt of properly identified and available funds by the Lead Securitization Note Holder (or the Master Servicer acting
on its behalf) from or on behalf of the Mortgage Loan Borrower.


 


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


 


(c)        If, for any reason, the Lead Securitization Note Holder makes any payment to the Non-Lead Securitization Note Holder before
the Lead Securitization Note Holder has received the corresponding payment (it being understood that the Lead Securitization Note
Holder is under no obligation to do so), and the Lead Securitization Note Holder does not receive the corresponding payment within
five (5) Business Days of its payment to the Non-Lead Securitization Note Holder, the 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 the Non-Lead Securitization Note Holder with respect to the Mortgage Loan against any future payments
due to the 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.


 






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


 


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


 


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


 



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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. Neither Note Holder shall have any obligation whatsoever to offer to the other Note Holder the opportunity to
purchase a participation interest in any future loans originated by such Note Holder or its Affiliates and if either Note Holder
chooses to offer to the other Note Holder the opportunity to purchase a participation interest in any future mortgage loans originated
by such Note Holder or its Affiliates, such offer shall be at such purchase price and interest rate as such Note Holder chooses,
in its sole and absolute discretion. Neither Note Holder shall have any obligation whatsoever to purchase from the other Note
Holder a participation interest in any future loans originated by such Note Holder or its Affiliates.


 


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


 


Section 14.          Sale
of the Notes.


 


(a)        Each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or
otherwise dispose of all or any portion of its respective Note (a “Transfer”) except to a Qualified Institutional
Lender. Promptly after the Transfer, the non-transferring Note Holder shall be provided with (x) a representation from a


 



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transferee
or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer
to a Securitization (and the related pooling and servicing or similar agreement requires the parties thereto to comply with this
Agreement) or in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement
referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity
that is not a Qualified Institutional Lender, it must first obtain consent of the non-transferring Note Holder and, if such non-transferring
Note Holder’s Note is held in a Securitization Trust, a confirmation in writing from each Rating Agency that such Transfer
will not result in a qualification, downgrade or withdrawal of its then current rating of the securities issued pursuant to the
related Securitization. Notwithstanding the foregoing, without the 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 will pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer,
the Special Servicer and the Trustee) and all expenses relating to the confirmation from the Rating Agencies in connection with
any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent
of the other Note Holder, the Rating Agencies or any other Person, to Transfer 49% or less (in the aggregate) of its Note or any
beneficial interest in its Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of Note A-1
together with Note A-2, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer
by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage
Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted 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.


 






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(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 the other Note Holder and any Servicer that
a Pledge has been effected (including the name and address of the applicable Note Pledgee), the other Note Holder agrees to acknowledge
receipt of such notice and thereafter agrees: (i) to give Note Pledgee written notice of any default by the pledging Note
Holder in respect of its obligations under this Agreement of which default such Note Holder has actual knowledge; (ii) to
allow such Note Pledgee a period of ten (10) days to cure a default by the pledging Note Holder in respect of its obligations
to the other Note Holder hereunder, but such Note Pledgee shall not be obligated to cure any such default; (iii) that no
amendment, modification, waiver or termination of this Agreement shall be effective against such Note Pledgee without the written
consent of such Note Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed; (iv) that such other
Note Holder shall give to such Note Pledgee copies of any notice of default under this Agreement simultaneously with the giving
of same to the pledging Note Holder; (v) that such other Note Holder shall deliver to Note Pledgee such estoppel certificate(s)
as Note Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory
to such other Note Holder; and (vi) that, upon written notice (a “Redirection Notice”) to the other Note
Holder and any Servicer by such Note Pledgee that the pledging Note Holder is in default, beyond any applicable cure periods,
under the pledging Note Holder’s obligations to such Note Pledgee pursuant to the applicable credit agreement between the
pledging Note Holder and such Note Pledgee (which notice need not be joined in or confirmed by the pledging Note Holder), and
until such Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee shall be entitled to receive any payments
that any Note Holder or Servicer would otherwise be obligated to pay to the pledging Note Holder from time to time pursuant to
this Agreement or the Lead Securitization Servicing Agreement. Any pledging Note Holder hereby unconditionally and absolutely
releases the other Note Holder and any Servicer from any liability to the pledging Note Holder on account of such other Note Holder’s
or Servicer’s compliance with any Redirection Notice believed by any Servicer or such other Note Holder to have been delivered
by a Note Pledgee. Note Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Note Holder
to


 



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such Note Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and
this Agreement. In such event, the Note Holders and any Servicer shall recognize such Note Pledgee (and any transferee other than
the Mortgage Loan Borrower or any Affiliate thereof which is also a Qualified Institutional Lender at any foreclosure or similar
sale held by such Note Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, as the successor to the
pledging Note Holder’s rights, remedies and obligations under this Agreement, and any such Note Pledgee or Qualified Institutional
Lender shall assume in writing the obligations of the pledging Note Holder hereunder accruing from and after such Transfer (i.e.,
realization upon the collateral by such Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The
rights of a Note Pledgee under this Section 14(c) shall remain effective as to any Note Holder (and any Servicer) unless and
until such Note Pledgee shall have notified any such Note Holder (and any Servicer, as applicable) in writing that its interest
in the pledged Note has terminated.


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 






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(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 the Note A-1 Holder
and the Note A-2 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 or amendment (i) to cure any ambiguity, to correct or supplement any provisions herein that may be defective
or inconsistent with any other provisions herein or with the Lead Securitization Servicing Agreement, (ii) entered into pursuant
to Section 32 of this Agreement or (iii) to correct or supplement any provision herein that may be defective or inconsistent
with any other 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, Certificate Administrator, Master Servicer, Special Servicer, Non-Lead Master Servicer, Non-Lead Special Servicer,
Non-Lead Trustee, none of the provisions of this Agreement shall be for the benefit of or enforceable by any Person not a party
hereto. Subject to Section 14 and Section 15, each Note Holder may assign or delegate its rights or obligations under this
Agreement. Upon any such assignment, the assignee shall be entitled to all rights and benefits of the applicable Note Holder hereunder.


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


Section 26.          Cooperation
in Securitization.


 


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


 



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


 


(b)        Upon
request, each Securitizing Note Holder shall deliver to each related Non-Securitizing Note Holder drafts of the preliminary and
final offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and
servicing agreement for the Securitization of such Securitizing Note Holder’s Note and provide reasonable opportunity to
review and comment on such documents.


 


(c)        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 at the Non-Lead
Securitization Note Holder’s expense 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 that such documents are in the possession of the Master Servicer, the Special Servicer, the Trustee
or the Custodian, as the case may be, and are not in the possession of the Non-Lead Asset Representations Reviewer (and the Non-Lead
Asset Representations Reviewer has informed such party that it has first requested, and not


 



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received,
the documents from the master servicer, special servicer and custodian for the applicable Non-Lead Securitization).


 


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), (iii) with respect to any addressee of any party to which an electronic
email address is set forth on Exhibit B hereto, sent by electronic mail containing language requesting the recipient to
confirm receipt thereof or (iv) certified United States mail, postage prepaid return receipt requested, and addressed to the respective
parties at their addresses set forth on Exhibit B hereto, or at such other address as any party shall hereafter inform
the other party by written notice given as aforesaid. All written notices so given shall be deemed effective upon receipt.


 


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


 


Section 29.          Certain
Matters Affecting the Agent.


 


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


 


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


 


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


 


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


 


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


 


(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.


 






    40 


    


    

 


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.
GS Bank, as Initial Agent, may transfer its rights and obligations to a Servicer, the Trustee or the Certificate Administrator,
as successor Agent, at any time without the consent of any Note Holder. Notwithstanding the foregoing, Note Holders hereby agree
that, simultaneously with the closing of the Lead Securitization, the Master Servicer shall be deemed to have been automatically
appointed as the successor Agent under this Agreement in place of GS Bank without any further notice or other action. The termination
or resignation of such Master Servicer, as Master Servicer under the Lead Securitization Servicing Agreement, shall be deemed
a termination or resignation of such Master Servicer as Agent under this Agreement.


 


Section 32.         Resizing. Notwithstanding any other provision of this Agreement, for so long as GS Bank or an affiliate thereof (a
“GS Bank Entity”) is the owner of a Non-Lead Securitization Note (the “Owned Note”), such
GS Bank 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 and such reallocated or component notes shall be automatically
subject to the terms of this Agreement, (iv) the GS Bank Entity holding the New Notes shall notify the Lead Securitization Note
Holder, the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of such modified allocations
and principal amounts, and (v) the execution of such amendments and New Notes does not violate the Servicing Standard. If the Lead
Securitization Note Holder so requests, the GS Bank Entity holding the New Notes (and any subsequent holder of such Notes) shall
execute a confirmation of the continuing applicability of this Agreement to the New Notes, as so modified. Except for the foregoing
reallocation and for modifications pursuant to the Lead Securitization Servicing Agreement (as discussed in Section 5), no Note
may be modified or amended without the consent of its holder and the consent of the holder of the other Note. In connection with
the foregoing (provided the conditions set forth in (i) through (v) above are satisfied, with respect to (i) through (iv), as certified
by the GS Bank Entity, on which certification the Master Servicer can rely), the Master Servicer is hereby authorized and directed
to execute amendments to the Mortgage Loan Documents and this Agreement on behalf of any or all of the Note Holders, as applicable,
solely for the purpose of reflecting such reallocation of principal. If more than one New Note is created hereunder, for purposes
of exercising the rights of the Non-Controlling Note Holder hereunder, the “Non-Controlling Note Holder” of such New
Notes shall be as provided in the definition of such term in this Agreement.


 






    41 


    


    

 


[SIGNATURE PAGE FOLLOWS]


 






    42 


    


    

 





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


 


	 	GOLDMAN SACHS BANK USA, a New

 York limited partnership, as Initial Note A-1

 Holder and Initial Agent
	 	 	 	 
	 	 	By:	/s/ Leah Nivison
	 	 	 	Name:	Leah Nivison
	 	 	 	Title:	Authorized Signatory
	 	 	 	 
	 	GOLDMAN SACHS BANK USA, a New 

York limited partnership, as Initial Note A-2

 Holder
	 	 	 	 
	 	 	By:	/s/ Leah Nivison
	 	 	 	Name:	Leah Nivison
	 	 	 	Title:	Authorized Signatory






 


CO-LENDER
AGREEMENT – 365 BOND


  






     


    


    

 





EXHIBIT A



MORTGAGE LOAN SCHEDULE


 


Description of Mortgage Loan


 


	Mortgage Loan Borrower:	LSG 365 Bond Street LLC
	Date of Mortgage Loan:	November 28, 2018
	Date of Notes:	November 28, 2018
	Original Principal Amount of Mortgage Loan:	$110,000,000
	Principal Amount of Mortgage Loan as of the Cut-off Date under the Lead Securitization Servicing Agreement:	$110,000,000
	Initial Note A-1 Principal Balance:	$65,000,000
	Initial Note A-2 Principal Balance:	$45,000,000
	Location of Mortgaged Property:	Brooklyn, New York
	Initial Maturity Date:	December 6, 2023





 






    A-1 


    


    

 


EXHIBIT B


 


	1.	Initial Note A-1 Holder:



 


(Prior to Securitization of Note A-1):


 


Goldman Sachs Bank USA

200 West Street

New York, New York 10282

Attention: Leah Nivison 


Email: leah.nivison@gs.com


 


with a copy to:


 


Goldman Sachs Bank USA

200 West Street

New York, New York 10282

Attention: Joe Osborne 


Email: joe.osborne@gs.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 


Email: leah.nivison@gs.com


 


with a copy to:


 


Joe Osborne 


Email: 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


 






    B-1 


    


    

 


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

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann 

Facsimile number: (704) 353-3190


 


		(iii)	Special Servicer:



 


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:



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 GSMS 2019-GC38


 


with a copy to:



Telecopy number: (302) 636-4140

Email: CMBSTrustee@wilmingtontrust.com


 






    B-2 


    


    

 


		(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, except as otherwise set forth herein


 


		(vi)	Operating Advisor and Asset Representations Reviewer:




 


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:



Bass, Berry & Sims PLC

150 Third Avenue South

Suite 2800

Nashville, Tennessee 37201

Attention: Jay H. Knight

E-mail: jknight@bassberry.com


 


	2.	Initial Note A-2 Holder:



 


(Prior to Securitization of Note A-2):


 


Goldman Sachs Bank USA

200 West Street

New York, New York 10282

Attention: Leah Nivison 


Email: leah.nivison@gs.com


 


with a copy to:


 



    B-3 


    


    




 


Goldman Sachs Bank USA

200 West Street

New York, New York 10282

Attention: Joe Osborne 


Email: joe.osborne@gs.com


 






    B-4 


    


    

 





EXHIBIT C



PERMITTED FUND MANAGERS


 


		1.	Apollo Real Estate Advisors






		2.	Archon Capital, L.P.






		3.	BlackRock, Inc.






		4.	The Blackstone Group International Ltd.






		5.	Capital Trust, Inc.






		6.	Clarion Partners






		7.	Colony Capital, Inc.






		8.	DLJ Real Estate Capital Partners






		9.	Fortress Investment Group, LLC






		10.	iStar Financial Inc.






		11.	J.E. Roberts Companies






		12.	Lend-Lease Real Estate Investments






		13.	Lonestar Opportunity Fund






		14.	Praedium Group






		15.	Raith Capital Partners, LLC






		16.	Rialto Capital Advisors, LLC






		17.	Rialto Capital Management, LLC






		18.	Starwood Financial Trust






		19.	Walton Street Capital, LLC






		20.	Westbrook Partners






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



 






    C-1